Take Over

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s s r (Querist)

12 December 2010 Hello sir,

one of the client of mine is holding shares in Bell ceramics ltd, since three months. the orient ceramics is now holding 79% of shares in bell ceramics and planning to takeover. this is the news he has got. and the orient company has offered Rs.21 per share for the remaining shareholders. though others are giving he wants to retain shares and inspite of offered price of orient ceramics he wants the orient company shares in exchange.

i wanted to know whether small investor holding 5313 shares can disagree to give away his shares and put condition for selling his shares.

and to what extent his contention holds good, what are the ways or options he has to gain the orient company shares in exchange. whether sebi object of protecting interest of small investors have any solution for this.

whether the shareholder having least no of shares have right to ask for exchange.

please answer in light of provisions of related law.
thank you sir

Rasesh

Rasesh (Expert)

13 December 2010 Orient has made an Public Announcement (PA) to the public shareholders of Bell to purchase shares of Bell at a fixed price. Public shareholders of Bell have an option either to sell their shares to Orient or to retain them. This is the only option they have as per the sebi takeover guidelines.

There is no merger happening between the two companies and hence option to obtain shares in exchange (swap) is ruled out.

It is purely a case of takeover of one company by another.

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