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    Format of Due Diligence Certificate

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    rachkamat
    This document is a due diligence certificate provided by the merchant banker to the Securities and Exchange Board of India regarding an open offer made by an acquirer to acquire shares of a target company. It summarizes that: 1) The merchant banker has been appointed to handle the open offer in accordance with regulations. 2) The public announcement for the open offer was made on a specified date in compliance with regulations. 3) The merchant banker has examined relevant documents and confirms the acquirer has the ability to complete the offer, escrow accounts have been created, firm arrangements are in place to fulfill the offer's obligations, and the contents of the public announcement and letter of offer are

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    Format of Due Diligence Certificate

    Uploaded by

    rachkamat
    979 views2 pages
    This document is a due diligence certificate provided by the merchant banker to the Securities and Exchange Board of India regarding an open offer made by an acquirer to acquire shares of a target company. It summarizes that: 1) The merchant banker has been appointed to handle the open offer in accordance with regulations. 2) The public announcement for the open offer was made on a specified date in compliance with regulations. 3) The merchant banker has examined relevant documents and confirms the acquirer has the ability to complete the offer, escrow accounts have been created, firm arrangements are in place to fulfill the offer's obligations, and the contents of the public announcement and letter of offer are

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    This document is a due diligence certificate provided by the merchant banker to the Securities and Exchange Board of India regarding an open offer made by an acquirer to acquire shares of a target company. It summarizes that: 1) The merchant banker has been appointed to handle the open offer in accordance with regulations. 2) The public announcement for the open offer was made on a specified date in compliance with regulations. 3) The merchant banker has examined relevant documents and confirms the acquirer has the ability to complete the offer, escrow accounts have been created, firm arrangements are in place to fulfill the offer's obligations, and the contents of the public announcement and letter of offer are

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as DOC, PDF, TXT or read online from Scribd
    Download as doc, pdf, or txt
    979 views2 pages

    Format of Due Diligence Certificate

    Uploaded by

    rachkamat
    This document is a due diligence certificate provided by the merchant banker to the Securities and Exchange Board of India regarding an open offer made by an acquirer to acquire shares of a target company. It summarizes that: 1) The merchant banker has been appointed to handle the open offer in accordance with regulations. 2) The public announcement for the open offer was made on a specified date in compliance with regulations. 3) The merchant banker has examined relevant documents and confirms the acquirer has the ability to complete the offer, escrow accounts have been created, firm arrangements are in place to fulfill the offer's obligations, and the contents of the public announcement and letter of offer are

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as DOC, PDF, TXT or read online from Scribd
    Download as doc, pdf, or txt
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    FORMAT OF DUE DILIGENCE CERTIFICATE

    To:

    Securities and Exchange Board of India


    1st floor, Mittal Court
    Nariman Point, Mumbai-400 021.

    Dear Sirs,
    Sub: Open offer to acquire up to..................... (No. & % of shares) of [Target Company
    (T.C.)] by....................(acquirer along with persons acting in concert with him) at a price
    of Rs................. per fully paid up shares and at a price of Rs................ per partly paid
    up shares (if applicable)

    1. The (Acquirer) vide its letter dated................... has appointed us, as the Merchant
    Banker to the captioned offer, in terms of regulation 13 of the SEBI (Substantial
    Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments
    thereof.
    2. The Public Announcement (P.A.) for the captioned offer in terms of regulation 15 of the
    SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (referred as
    “Takeover Regulations” hereinafter) was made by us, on behalf of Acquirers,
    on................
    3. In this regard, we, the Merchant Banker, have examined various relevant documents and
    confirm that:
    a. The acquirer is able to implement the offer.
    b. The escrow account in terms of regulation 28 was created on or before P.A.
    c. Acquirer has authorised us to realize the value of escrow account in terms of
    Takeover Regulations.
    d. Firm financial arrangements are in place to fulfill the obligation under the offer.
    e. Contents of P.A. as well as Letter of Offer (LOO) are true, fair and adequate and are
    based on “reliable” sources.
    4. We also confirm that —
    a. we are a Merchant Banker holding a certificate of registration granted by SEBI and
    till date our registration is valid;
    b. we are not associate of or group of the acquirer or the Target Company;
    c. the P.A. and the draft LOO forwarded to SEBI is in conformity with Takeover
    Regulations and the disclosures made in P.A. and also in draft LOO/final LOO are
    true, fair and adequate to enable the investors to make a well informed decision;
    d. all the intermediaries named in the P.A./LOO are registered with SEBI and till date
    such registration is valid.
    5. As a Merchant Banker, it shall be our duty to ensure compliance with the Takeover
    Regulations and any other laws or rules as may be applicable, in this regard.
    6. Annexed herewith, also find the information furnished in accordance with SEBI Circular
    RMB (GI Series) No. 2 (97-98).

    Manager to the offer


    Date
    Place
    with his/their seal.

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