Do’s and Don’ts for Investors

1. For Investors

	Do’s		Don’ts
	Ensure that you are aware of all competitive offers and revision of offer before deciding on accepting the offer.		Don’t wait for the last date for the closure of the offer for tendering your acceptance.
	Refer to national dailies/ SEBI website for details of competitive offers or revisions of offers.		Don’t fill in the details of the buyer/transferee in the transfer deed to be sent.
	Note that the offer would be subject to statutory approvals, if any, mentioned in the Letter of Offer.		Don’t file an incomplete application form/invalid documents.
	Check whether the offer will result in delisting of the company.
	In case of dematerialized equity shares ensure credit is received to the Special Depository Account before the closure of the Offer.
	Carefully note the timings/days for hand delivery of the documents mentioned in the letter of offer.
	Wait till last date for Offer Revision (i.e. 7 working days prior to date of closing of offer) before tendering acceptance.
	Submit the Form of Withdrawal accompanying the Letter of Offer at any specified collection center upto 3 working days before date of closing of the Offer in case you want to withdraw the shares tendered.
	Ensure that signatures on Form of Acceptance, Transfer Deed, Depository Instruction and Form of Withdrawal are in same order and same as those lodged with the company.
	In case of non receipt of Offer Document, you can tender or withdraw from the Offer by making an application on plain paper giving the necessary details.

2. For Acquirers

	Do’s		Don’ts
	Within 4 working days of entering into MOU or actual acquisition of shares, whichever is earlier, make a public announcement in newspapers.		During the offer period, the acquirer or persons acting in concert with him shall not be entitled to be appointed on the board of directors of the target company subject to certain exceptions.
	In case of conversion of warrants or any other securities into shares which has resulted in acquirers’ shareholding exceeding the threshold limits, the public announcement shall be made not later than 4 working days before the acquirer acquires voting rights on such shares.		Any of the persons representing or having interest in the acquirer on the board of the target company shall not participate in any matter(s) concerning or “relating” to the offer including any preparatory steps leading to the offer.
	Send a copy of draft letter of offer within 14 days of public announcement of offer to:     a. SEBI     b. Target Company     c. Stock Exchanges		The acquirer cannot dispose off or otherwise encumber the assets of the target company for a period of two years from the date of closure of the public offer unless he has stated his intention in the letter of offer.

3. For Target Companies

	Do’s		Don’ts
	The prima-facie obligation of Target Company is to co-operate with the acquirer in discharging the obligations under these regulations.		The Target Company shall not transfer the assets of the Company or its subsidiary without the approval of shareholders in General Meeting.
	The Target Company shall furnish a list of shareholders, debenture holders etc. who are eligible to participate in the offer, within 7 days of the request of acquirer however in any case not later that 7 days from the specified date.		The Target Company shall not issue the shares carrying voting rights without the approval of shareholders in General Meeting during the offer period.
	Facilitate the acquirer in verification of securities tendered for acceptances.		The Target Company shall not into enter into any material contract.
	Transfer the securities in the name of acquirer after the fulfillment of all obligations by the acquirer i.e. after receiving a copy of certificate from the Merchant Banker that all the formalities relating to the open offer have been fully complied with.		The Target Company shall not appoint on the Board of Target Company any person as director who represents or has interest in the acquirer however subject to certain exception.

4. Merchant Banker

	Do’s		Don’ts
	Ensure that the acquirer has made the public announcement within 4 working days of entering into an agreement or acquisition of shares, as the case may be and letter of offer is submitted to the Board within 14 days of making the public announcement.		The merchant banker shall not deal in the shares of the target company during the period commencing from the date of his appointment in terms of regulation 13 till the expiry of the fifteen days from the date of closure of the offer.
	Ensure that the acquirer has sufficient funds to discharge his obligations under the offer.		A Merchant Banker shall not handle a open offer, if it is associated or related with the acquirer or the Target Company in any manner.
	Ensure that the acquirer has complied with all the formalities of the open offer.		The Merchant Banker shall not issue the compliance certificate unless it is fully satisfied that all the requirements of these regulations have been fully complied with by the acquirer.
	Ensure that the statements made in the public announcement and other documents are true and adequate.
	Furnish a due diligence certificate to the Board (SEBI) alongwith the draft letter of offer.
	After payment for all the shares acquired under the offer, the merchant banker shall release the balance amount lying in the Escrow account to the acquirers.
	Send a final report to the Board within 45 days from the date of closure of offer.
	In case of infrequently traded shares, it is the responsibility of Merchant Banker to ensure that the price has been calculated after taking into consideration the parameters defined under regulation 20(4).