Sebi announces takeover norms for companies like Satyam

SEBI vide a notification dated 13th February, 2009 has amended the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and has made the following changes:

· SEBI has stated that Chapter III of the Takeover Code will be relaxed by the Board in certain cases where the following conditions are satisfied, on an application made by the target company. (1) The Central Government or State Government or any other regulatory authority has removed the board of directors of the target company and has appointed other persons as directors. (2) Such directors have devised a plan which provides for transparent, open, and competitive process for continued operation of the target company in the interests of all stakeholders in the target company and the conditions and requirements of the competitive process are reasonable and fair.

· SEBI has also stated that no public announcement for a competitive bid should be made after an acquirer has already made the public announcement pursuant to relaxation granted by the Board in terms of regulation 29A.

SEBI Board meeting held on February 2, 2009

SEBI vide a press release PR No. 73/2009 dated February 2, 2009 has published the decisions taken by the SEBI Board in its meeting. The highlights are as follows: -

1. It has been decided that listed companies should declare dividend on per share basis only. Related amendments will be made in the listing agreement. This aims at bringing uniformity in declaration of dividend.
2. Timelines for bonus issues have been reduced to 15 days where no shareholders’ approval is required as per articles of association and to 60 days where shareholders’ approval is required as per Articles of Association. DIP guidelines will be amended accordingly.
3. Time frame for announcing the price band for Initial Public Offering (IPO) have been shortened and now issuer company can declare the floor price/ price band at least two working days before the date of opening of IPO (earlier this was two weeks). This would help companies in the present volatile market conditions.
4. The upfront margin to be paid by allottees of equity warrants has been raised to 25% from the present 10%.
5. It was decided that appropriate amendments will be made in the regulations / guidelines to enable a transparent process for arriving at the price for the acquisition of Satyam Computers Services Limited.
6. Board also approved regulations for governance of Investor Protection and Education Fund (IPEF). This includes the details relating to the sources or contributions to the fund and the approved end uses of the fund.

SEBI unveils norms for disclosure of pledged shares

Following its decision at a board meeting held on January 21, SEBI, vide a notification dated 28th January, 2009, has come out with the norms for disclosure about pledged promoter shares. Certain amendments have been made to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

The promoter should within seven working days of commencement of this amendment, should disclose the details of shares of that company pledged by him, if any, to that company.
The promoter should within 7 working days from the date of creation of pledge on shares of that company held by him or from the date of invocation of pledge on shares of that company pledged by him, inform the details of such pledge of shares to that company.
Companies should disclose all the details pertaining to the promoters’ share pledge, if at the end of any quarter, the total number of such pledged shares exceeds 25,000 or one percentage of the total shareholding, whichever is lower.

Updated SEBI (Foreign Institutional Investors) Regulations 1995 is now available for download

Securities And Exchange Board Of India (Foreign Institutional Investors)Regulations 1995 [updated upto 28.01.09]is now avialable for download at SEBI website. CLICK HERE