Sebi panel recommends raising open offer trigger to 25%

Recommending sweeping changes in the Takeover Code, a Sebi panel on Monday suggested hiking open offer trigger to 25 per cent from the current 15 per cent and raising the offer size to 100 per cent of the equity in the target company.

"We have decided to re-write the entire Takeover Code ... Recommended hiking open offer trigger to 25 per cent from the current 15 per cent," Sebi Takeover Regulatory Advisory Committee Chairman C Achutan told reporters here.

Further, the panel has recommended hiking the open offer size to 100 per cent of the equity. As of now, an open offer for a minimum of 20 per cent in the target company is required to be made by any entity that purchases 15 per cent equity, either from the promoters or from the open market.

While an increase in the open offer size could mean larger cash outgo for the acquirers, the step is being considered in larger interest of retail and other public shareholders.

The panel report would now be put up on the website of the market regulator for public comments, Sebi Chairman C B Bhave said.

The panel has also recommended reduction in the time-line of open offer to 57 days.

When asked about the recommendations on non-compete fees, Achutan said that "same fees should be available for one and all. One price for all."

In mergers and acquisition deals, a non-compete fee is paid by the acquirer to the promoters of the target company for not entering the same trade, and such payments could be as high as up to 25 per cent of the deal value. As regards voluntary open offer, the panel said the size could range from 10 per cent to 75 per cent.