The successful bidder for Bharat Petroleum Corporation Limited (BPCL) privatisation will have to make an open offer to public shareholders to acquire a minimum 26 per cent shares in the public sector company.
The open offer price will be the highest of the negotiated price under an agreement and volume-weighted average price paid by the acquirer and persons acting in concert (PAC) in the 52 weeks preceding the public announcement for open offer.
The open offer price can also be the highest price paid by the acquirer or PAC for any acquisition during the 26 weeks preceding the PA.
The other formula is Volume Weighted Average Price (VWAP) over the 60 trading days prior to the date of the PA (for frequently traded shares), the bid documents said.
The CSB (Confirmed Select Bidder) will not be allowed to make the open offer, conditional on any minimum level of acceptance.
The CSB will be required to put in escrow in cash the entire consideration payable under the open offer, assuming full acceptance of the open offer.
As of December 31, BPCL shareholding includes government of India''s 52.98%, BPCL Trust''s 9.33%, LIC''s 5.84%, FPIs'' 14.07%, Mutual Funds'' 11.44% and others 6.34%.
Acquisition of the majority stake by the bidder would need to comply with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Accordingly, the bidder will need to offer to acquire additional stake from other shareholders via the open offer as per the Takeover Regulations, the bid document said.
On Friday, each BPCL share was priced at Rs 400.80.
The current SEBI norms are that acquisition of an aggregate of 25% or more shares or voting rights in a listed entity would trigger an open offer and also acquisition of control would trigger an open offer. The size is minimum of 26% shares or voting rights of the target company.
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