Mumbai, Nov 13: In the first major change in the takeover code following the Bajoria raid on Bombay Dyeing, the Securities and Exchange Board of India (Sebi)-constituted PN Bhagwati panel on takeovers on Monday decided that acquirers will have to report their acquisition of shares in a company to both the target company and the stock exchanges when they cross three trigger points - 5 per cent, 10 per cent and 14 per cent.So far, acquirers were only required to inform the company and that too in case of crossing only one level - of 5 per cent of the company's share capital.
The Sebi panel has also decided to standardise the entire format of disclosure by the acquirers, Sebi officials said at the end of the first day of the two-day meeting. The whole issue has been in sharp focus, since Bombay Dyeing made its claim that Mr Bajoria did not inform the company when he crossed the 5-per cent mark. Mr Bajoria has, however, claimed he informed the company.
"We have decided that acquirers have to inform both the target company and the stock exchanges where it is mostly traded, along with the National Stock Exchange (NSE), at three trigger points when they cross 5, 10 and 14 per cent levels," committee chairman Justice PN Bhagwati told reporters after the meeting here on Monday.
The stock exchanges, in turn, have to post the information on their websites immediately, he said and added: "The decision is intended to avoid any confusion in such cases," Justice Bhagwati said.
Sebi senior executive director OP Gahrotra said the standardisation of disclosure format was necessary since currently, the acquirers disclose the information in various formats, and there was a need to bring all that under a single disclosure format. "All these steps are being taken to go to a higher level of disclosure and transparency in takeovers," Mr Gahrotra said.
On the issue of minimum offer by the acquirer three different views emerged Monday's meeting - to fix it at 51 per cent, 100 per cent or keeping the status quo, Justice Bhagwati said. However, no clear decision had emerged at the meeting, so the issue would be taken up on the second day of the meeting on Tuesday.
The Sebi panel is meeting against the backdrop of two crucial cases - the Bajoria-Wadia battle in Bombay Dyeing and the AH Dalmia hostile bid for control of GESCO Corporation. The panel will also meet representatives of financial institutions on Tuesday afternoon to seek their views on whether FIs need to be brought within the purview of the takeover code since they are increasingly turning activists and even seeking to control companies.
Among other crucial issues which are expected to be discussed on Tuesday is creeping acquisition limit of 5 per cent and relaxations thereto and whether a lock-in period can be applied for acquisitions by promoters above this limit to avoid promoters playing in the stocks of their own companies.
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