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The Original CHAUKIDAAR ,“TAKEOVER WATCHMAN” since 2007. CA. Arun Goenka* hands-on experience in the share market* deep knowledge of laws and account*one of the early players, pioneered an investment strategy in TAKEOVERS*The WIRC - of The Institute of Chartered Accountants of India, has honoured him with the ‘Recognition of CAs in Social Service’. * often invited by National business news; electronic and print media, for his views on SEBI related matters. * history of red-flagging 100+ cases to SEBI* contributes by giving inputs in drafting amendments to the regulation* Some of the suggestions reflected in subsequent regulatory changes: (a). In takeover of Cairn 3,750 Crores non-compete fees waived off and ultimately Removal of Non-compete fee in 2011 (b) November 2009 amending Regulation 11 (1). (c)Listing agreement baring promoters from voting on related party. (d) Disclosure of past performance by merchant bankers in case of IPO (e) SAST 2011 regulation 10(1)(h), (f) Counter Offer in case of Delisting (g) Interest payment to all in case of delays in Open Offers(05.06.20).

Friday, June 26, 2020

INDICATIVE TIMELINE FOR VEDANTA DELISTING

UP-DATE July 16, 2020 

AA had displayed a remarkable speed and things seemed to be on fast track. He even brushed aside legal nuances like appointment of the merchant banker by the Board of directors. The merchant banker was appointed immediately on 12 May itself, even before the Board meeting. 

The  time chart/ schedule given below  was drawn as something that can  be achieved in the shortest possible time. However, it seems that AA has developed some cold feet or is unable to tie-up the desired finance and has till now not even applied to Stock exchanges for "in-principle" approval. As given in the chart below, this is the only open time-window available to the Acquirer going for delisting, he may play here for  as much as almost one year. The moment  "in-principle" is applied for, statutorily defined timeline kicks-in. 

To arrive at the likely date for completion of delisting formalities, please add the number of days to the date on which "in-principle" application is made to the Stock Exchanges.  In the table below such date of application has been assumed as July 20, 2020





Acivtity No. Stipulated time Date Event
A No legal stipulation of time 20-Jul-20 In-Principle Delisting approval to be applied to Stock exchange. It seems that the application for "in-principal" approval has not been made as yet. Whenever the application is made add the no. of days to 26th June 2020, to arrive at the approximate number of days for each activity
B A+5 25-Jul-20 SE in-principle approval to be obtained. SE has to respond within 5 days, Reg 8(3)
C B+1 26-Jul-20 Public Announcement (PA) & Escrow deposit ,  to be made within one day of receipt of 'In-Principal' approval, Reg.10(1)
D C+2 28-Jul-20 LOO to be dispatched within 2 days of PA , Reg.12(1)
E C+7 2-Aug-20 RBB to start within 7 days of PA Reg. 13(1)
F E+5 7-Aug-20 RBB to be open for 5 days Reg. 13(2)
G E+6 8-Aug-20 RBB to  close
H G+5 13-Aug-20 Discovered price to be announced within 5 days of closure of RBB. Reg.18
I G+10 17-Aug-20 payment to be made within 10 days of the closure. Reg.20(2)
J H+2 15-Aug-20 Fresh PA for Counter offer  and dispatch of LOO within 2 days of announcement of discovered price. Reg 16(1A)
L J+7 22-Aug-20 Opening of Counter offer bidding process within 7 days of PA
M L+5 27-Aug-20 Counter offer bidding closes, open for 5 days
N M+5 1-Sep-20 Success/ failure of counter offer to be announced  Reg.18 /19 within 5 days of closure
O M+10 6-Sep-20 Payment/Refund of shares

Day

Date

Event

1

Tuesday, May 12, 2020

VRL UK informs VIL of its intention to delist. VEDANTA informs Stock exchange, appoints Merchant banker, Fixes Board Meeting on 18 May 2020. This is also the reference date for calculation of floor price

6

Monday, May 18, 2020

Merchant bankers report submitted. Board approves the Delisting proposal, calls for Postal Ballot

13

Monday, May 25, 2020

Postal Ballot  Notice dispatched,

14

Tuesday, May 26, 2020

Voting lines open

43

Wednesday, June 24, 2020

Voting closes

44

Thursday, June 25, 2020

Postal ballot results announced

45

Friday, June 26, 2020

In-Principle Delisting approval to be applied to Stock exchange.

51

Thursday, July 2, 2020

SE in-principle approval to be obtained. SE has to respond within 5 days, Reg 8(3)

52

Friday, July 3, 2020

Escrow deposit ,  and Public Announcement (PA) to be made within one day  Reg.10(1)

55

Monday, July 6, 2020

LOO to be dispatched within 2 days of PA , Reg.12(1)

57

Wednesday, July 8, 2020

RBB to start within 7 days of PA Reg. 13(1)

62

Monday, July 13, 2020

RBB to  close , to be open for 5 days Reg. 13(2)

63

Tuesday, July 14, 2020

RBB to  close

64

Wednesday, July 15, 2020

Discovered price to be announced and Counter offer to be announced through SE. Fresh PA for counter offer within 2 days of discovered price announcement

66

Friday, July 17, 2020

PA for counter offer in news papers  and dispatch of LOO within 4 days of closure of RBB

74

Saturday, July 25, 2020

Withdrawal period for people who do not want to participate in counter offer

76

Monday, July 27, 2020

Opening of Counter offer bidding process within 7 days of PA

81

Saturday, August 1, 2020

Counter offer bidding closes, open for 5 days

86

Thursday, August 6, 2020

PA for Success/ failure of counter offer

91

Tuesday, August 11, 2020

Payment/Refund of shares

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