Case: M/S Daiichi Sankyo Company Vs. Jayaram Chigurupati

On October 3, 2007 Ranbaxy Laboratories Limited (respondent no.3), a company incorporated and registered under the Indian Companies Act, entered into a Share Purchase and Share Subscription Agreement jointly with Zenotech (respondent no.4) and its promoter, Dr. Jairam Chigurupati (respondent no.1 in Civil Appeal No.7148). The agreement provided for Ranbaxy to purchase from Zenotechs promoters a large block of equity shares (78,78,906 in number), representing 27.35% of the companys fully paid-up equity share capital, at the negotiated price of rupees one hundred and sixty (Rs.160.00) per equity share and to subscribe to 54,89,536 fully paid-up equity shares at the same price (rupees one hundred and sixty per share) under a preferential allotment by Zenotech. Having entered into the agreement to acquire shares that would entitle it to exercise voting rights in Zenotech far in excess of the statutorily prescribed limit of fifteen percent (and, in all likelihood, control over it) Ranbaxy was legally obliged to make a public announcement to acquire shares of the company from the ordinary shareholders. It did so on October 5, within four days of the agreement as required by law. In the public announcement it sought to acquire from the public shareholders, equity shares of Zenotech constituting twenty percent of its expanded share capital. In the public announcement Ranbaxy quoted offer price of rupees one hundred and sixty only (Rs.160.00) per equity share as the negotiated price under the agreement (SPSSA) was the highest of the prices arrived at by the different ways prescribed by law. On November 8, 2007 the share purchase transaction between Ranbaxy and the promoters of Zenotech (Dr. Chigurupati and his family) was completed and at the annual general meeting of Zenotech held on the same day, the shareholders of Zenotech approved the preferential allotment of shares to Ranbaxy. On November 23, 2007 Zenotech duly allotted (by way of preferential allotment) 54,89,536 fully paid-up shares to Ranbaxy. The `open offer made by Ranbaxy for Zenotech shares, in terms of the Takeover Regulations, closed on November 15, 2008. Following the completion of the open offer formalities, Ranbaxy issued a post offer announcement on January 30, 2008. The announcement disclosed that though in the public announcement it offered to purchase shares amounting to twenty percent of Zenotechs capital it actually received shares comprising only 2.2 percent of the expanded share capital of the company and further that on completion of all transactions Ranbaxys shareholding in Zenotech stood at 46.85% of the latters share capital. It may be stated here that even after the sale in terms of the agreement the promoters (Dr. Chigurupati and his family) retained a large portion of their shareholding in Zenotech.4. It needs to be stated here that up to this stage Daiichi was nowhere on the scene. It is no ones case that the acquisition of Zenotechs shares and control by Ranbaxy was at the instance of Daiichi or it was in furtherance of some overt or covert understanding between the two.5. On June 11, 2008 Daiichi (the appellant in these two appeals) entered into a Share Purchase and Share Subscription Agreement (the `SPSSA) jointly with (i) Malvinder Singh and others, the promoters of Ranbaxy, and (ii) Ranbaxy Laboratories Ltd. Under the agreement, Daiichi would acquire 30.91% of the fully paid-up equity share capital of Ranbaxy by buying a sufficiently large block of shares from the companys promoters. In addition, Daiichi would subscribe to (i) shares, representing in the aggregate 11% of the fully paid-up equity share capital of Ranbaxy, and (ii) 2,38,34,333 share warrants, each warrant exercisable for one equity share of Ranbaxy. On the same day Ranbaxy informed the Stock Exchanges that in the meeting held on that date its Board of Directors had ratified the terms of the SPSSA and had decided to seek the approval of the companys shareholders for issuance of the shares and the warrants to Daiichi, on preferential basis, as stipulated in the SPSSA. In this letter dated June 11, 2008, addressed to the Stock Exchanges it was also stated that, since Ranbaxy was holding 46.85 percent of the equity shares of Zenotech, the SPSSA "has also triggered an `Open Offer to be made by `Daiichi Sankyo to the public shareholders of `Zenotech to acquire a minimum of 20% of the Equity Shares of `Zenotech at a price to be determined under the applicable SEBI Regulations". In order to complete its takeover of Ranbaxy as envisaged under the SPSSA, Daiichi went through the gamut of the statutory prescriptions. On June 16, 2008 it made a public announcement (`open offer) to the shareholders of Ranbaxy (other than the Sellers under the SPSSA) to acquire in the aggregate 22.01% of the fully paid-up equity share capital of Ranbaxy. The offer price in the public announcement, was rupees seven hundred and thirty seven only (Rs.737.00) for each share, which was the price Daiichi had paid to the companys promoters for acquisition of the shares under the agreement and which worked out to be the highest of the prices reckoned by the different ways prescribed by the law. Daiichis control over Ranbaxy consummated on October 20, 2008 when it acquired more than fifty percent of the share capital of Ranbaxy (as it stood on that date) and on and from that date Ranbaxy became a subsidiary of Daiichi. The relation in which Ranbaxy came with Daiichi had another consequence, to which an allusion was made in the letter that Ranbaxy had addressed to the Stock Exchanges on the date of the SPSSA. Whether intended or not, as a result of its takeover (direct) of Ranbaxy, Daiichi also (indirectly) acquired control of 46.85% of the equity share capital in Zenotech, held by Ranbaxy. What on the date of the SPSSA was an anticipated consequence, on October 20, 2008 became the reality and this date became the starting point for reckoning the period during which the "acquirer", Daiichi must make the public announcement (open offer) to the shareholders of Zenotech. Daiichi duly made the public announcement in regard to Zenotech on January 19, 2009. In the public announcement, Daiichi offered rupees one hundred thirteen and paise sixty two (Rs.113.62) for each share of Zenotech. The offer price was based on the price of the Zenotech shares quoted on the stock exchange.6. In regard to the offer price of rupees one hundred thirteen and paise sixty two (Rs.113.62) made in the public announcement by Daiichi, N. Narayanan respondent no.1 in Civil Appeal No.7314 of 2009, who was holding 63000 shares in Zenotech made a complaint to the Securities and Exchange Board of India (SEBI) (vide. letters dated January 19, March 5, April 1, April 15, and May 7, 2009). He claimed that the offer price for Zenotech shares could not be less than rupees one hundred and sixty (Rs.160.00) per share and requested the SEBI to direct Daiichi to revise the offer price accordingly and also to pay interest @ 15% for the delay in coming out with the public announcement.7. Respondent no.1 in Civil Appeal No.7148 of 2009, Dr. Chigurupati who was the Director, founder and promoter of Zenotech and who along with his wife was holding 26% equity shares in Zenotech made a similar complaint to SEBI through a detailed representation dated January 27, 2009. The SEBI after due consideration of the matter turned down the claim of the respondents (vide letter dated June 18, 2009 in the case of N. Narayanans complaint and letter dated June 22, 2009 in the case of the complaint of Dr. Chigurupati).8. Against the decision of the SEBI, Dr. Chigurupati and N. Narayanan preferred separate appeals, being Appeal Nos.137 and 139 respectively of 2009 before the Security Appellate Tribunal. The Security Appellate Tribunal upheld the claim of the respondents and by order dated October 7, 2009 allowed the appeals, reversed the decision of the SEBI, modified the letter of offer (sic) issued by Daiichi and directed Daiichi to offer rupees one hundred and sixty (Rs.160.00) per share to the shareholders of Zenotech. Daiichi has now brought the matter in appeal before this Court.9. Since the offer price for the Zenotech shares quoted in the public announcement is the bone of contention between the parties, we need to see some clauses in the public offer in some detail. In paragraph 1.2 it was stated asThere are no `Persons Acting in Concert within the meaning of Regulation 2(1)(e)(1) of the Regulations in relation to this offer. However, due to the applicability of Regulation 2(1)(e)(2) of the Regulations, there could be certain entities deemed to be Persons Acting in Concert with the4 was about "Reason for Acquisition and Offer and Future Plan about the Target Company" and in paragraph 4.1 it was stated asAs stated in Para(s) 1.4 and 1.5 above, as a result of the acquisition of its stake in RLL, together with the acquisition of control in RLL, the Acquirer has indirectly acquired 46.85% of the fully paid up equity share capital of the Target Company held by RLL, which in turn has resulted in an indirect substantial acquisition of shares and voting rights in the Target Company by the Acquirer for the purposes of Regulation 10 and 12 of the Regulations. Accordingly, this Offer is being made pursuant to Regulations 10 and 12 of thethe offer price was calculated and quoted in paragraph 1.9 asThe shares of the Target Company are frequently traded on the BSE within the meaning of Regulation 20(5) of theOffer price of Rs.113.62 per equity share is justified in terms of Regulation 20(4) of the Regulations as it is the higher of theThe negotiated price under the SPSSA# N.A.ii. Highest price paid by Acquirer for any N.A. acquisition (including by way of allotment in a public or rights or preferential issue) during the 26 weeks prior to the date of the public announcement to shareholders of RLLiii. The average of the weekly high and low of Rs. the closing prices of shares of the Target 113.62 Company on BSE during the 26 weeks period preceding the date of public announcement to shareholders of RLL.iv. The average of the daily high and low Rs. prices of the shares of the Target Company 103.51 on BSE during the 2 week period preceding the date of public announcement to shareholders of RLLv. Highest price paid by Acquirer for any N.A. acquisition (including by way of allotment in a public or rights or preferential issue) during the 26 weeks prior to the date of the P.A.vi. The average of the weekly high and low of Rs.106.03 the closing prices of shares of target company on BSE during the 26 weeks period preceding the date of the P.A.vii The average of the daily high and low Rs.109.52 prices of shares of target company on BSE during the 2 weeks period preceding the date of the P.A.Now is the time to take a look at the statutory provisions controlling and regulating such transactions and to see how far the steps taken by Daiichi/Ranbaxy were in conformity with the mandates of the law. The relevant provisions are to be found in the Securities And Exchange Board of India (Substantial Acquisition Of Shares And Takeover) Regulations, 1997 (the Takeover Code or the Takeover Regulations) framed under section 30 of the Securities Exchange Board of India Act, 1992. The Takeover Code was first notified by SEBI in November 1994. This was replaced by the 1997 Takeover Code after undergoing a number of amendments made in light of the recommendations of the first Bhagwati Committees report of January 18, 1997. The 1997 Takeover Code provided for the regulatory mechanism for indirect acquisition of the kind we see in the present case. The 1997 Takeover Code underwent further amendments by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, with effect from September 9, 2002 in light of the recommendations made by the second Bhagwati Committees report submitted in May 2002.11. Now, to the relevant provisions of the Takeover Code: regulation 2 has the definition clauses and sub-regulation (b) defines acquirer as"acquirer" means any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over the target company, either by himself or with any person acting in concert with theThus, in terms of the definition, on entering into the SPSSA on June 11, 2008 Daiichi became the acquirer (directly) of Ranbaxy and also of Zenotech (indirectly, through the acquisition of Ranbaxy).13. Regulation 2(c) defines control and regulation 2(e) defines "Person acting in concert" which is as(e) "person acting in concert"persons who, for a common objective or purpose of substantial acquisition of shares or voting rights or gaining control over the target company, pursuant to an agreement or understanding (formal or informal), directly or indirectly co- operate by acquiring or agreeing to acquire shares or voting rights in the target company or control over the target company.(2) Without prejudice to the generality of this definition, the following persons will be deemed to be persons acting in concert with other persons in the same category, unless the contrary is established :(i) a company, its holding company, or subsidiary or such company or company under the same management either individually or together with each other;(ii) a company with any of its directors, or any person entrusted with the management of the funds of the company;(iii) directors of companies referred to in sub-clause (i) of clause (2) and their associates;(iv) mutual fund with sponsor or trustee or asset management company;(v) foreign institutional investors with sub-account(s);(vi) merchant bankers with their client(s) as acquirer;(vii) portfolio managers with their client(s) as acquirer;(viii) venture capital funds with sponsors;(ix) banks with financial advisers, stock brokers of the acquirer, or any company which is a holding company, subsidiary or relative of the acquirerthat sub-clause (ix) shall not apply to a bank whose sole relationship with the acquirer or with any company, which is a holding company or a subsidiary of the acquirer or with a relative of the acquirer, is by way of providing normal commercial banking services or such activities in connection with the offer such as confirming availability of funds, handling acceptances and other registration work;(x) any investment company with any person who has an interest as director, fund manager, trustee, or as a shareholder having not less than 2 per cent of the paid-up capital of that company or with any other investment company in which such person or his associate holds not less than 2 per cent of the paid-up capital of the latter company.Note : For the purposes of this clause "associate" means,--(a) any relative of that person within the meaning of section 6 of the Companies Act, 1956 (1 of 1956); and(b) family trusts and Hindu undivided families;

Court's reasoning:
24. In order to clearly understand the ways in which the offer price is to be determined in the case of an indirect takeover of a company, as in the present case, it would be useful to examine regulation 20 from the rear end, that is to say starting from(12). This may sound a little strange but it is because(12) was introduced in the Takeover Code later, along with and as a consequence of insertion of(4) of regulation 14 to deal specifically with the offer pricing of the shares of a target company the acquisition of which takes place as a result of the direct takeover of some other company. We have seen above that the second Bhagwati Committee had, for good reasons, recommended for a separate and extended time period for making the public offer for a company that gets taken over following the acquisition of a target company. While making the recommendation, the Committee took care to see that the extended period for making the public offer does not act to the detriment of the ordinary shareholders of the company that gets taken over as a result of acquisition of a target company.ion (12) of regulation 20. Now, if we read regulation 20(12), it plainly says that the offer price for the shares of a company being taken over indirectly and as a consequence of the acquisition of the primary target, would be determined with reference to two dates, one when the public offer was made in regard to the "Parent company" (that is, the company, the acquisition of which resulted in the takeover of the secondary target company) and the other when the public offer is made for the secondary target company and the higher of the two will be taken as the offer price. In terms of(12) of regulation 20, therefore, the share price of Zenotech was required to be determined as on June 16, 2008 (the date of the public announcement for Ranbaxy, the parent company) and as on January 19, 2009 (the date of the public announcement for Zenotech, the indirectly target company). Regulation 20(12) tells us the dates with reference to which the offer price is to be determined but it does not tell us how the offer price is to be determined. For that it refers us back to(4) and (5). It needs to be stated here that(4) and (5) remained unchanged and did not undergo any amendments following the introduction of(4) in regulation 14 and(12) in regulation 20. This is to say that the provisions of(4) and (5) apply both to cases of direct and indirect takeover; they were not designed only for cases of indirect takeover.26.(5) of regulation 20 lays down the method for determining the offer price for a company the shares of which are infrequently traded. That is not the case with Zenotech; hence, we may leave out(5). This takes us to(4) of regulation 20.(4) prescribes three ways for determining the share price with the stipulation that the highest among them would be the offer price. Clause (a) of(4) refers to the negotiated price under the agreement. This would clearly apply to a case of direct takeover and shall have no application to a case of indirect takeover like the present one. Clause (b) is based on the price paid by the acquirer or persons acting in concert with him for acquisition of shares of the target company within the period of twenty six weeks prior the date of the public announcement and clause (c) is based on the price of the shares of the target company as quoted on the stock exchange.From the rival contentions it is clear that the real controversy among the parties is about the applicability of regulation 20(4)(b) to determine the offer price for Zenotech shares in the public announcement made by Daiichi. Regulation 20(4)(b) speaks of the price paid by the acquirer or persons acting in concert with him for acquisition of shares , if any, during the twenty six weeks period prior to date of public announcement. It does not speak of any agreement to acquire shares or of any voting rights or control over the target company but the actual price paid for acquisition of its shares. Here a question arises, to what point in time does the expression "person acting in concert" used in regulation 20(4)(b) refer? Should the person be acting in concert with the acquirer at the time of the public announcement or at the time of acquisition of shares of the target company? To make the matter more explicit, assuming that Daiichi and Ranbaxy together comprised "persons acting in concert" on the date Daiichi made the public announcement for Zenotech shares, was it sufficient that they were in that relationship on that date or for the application of regulation 20(4)(b) it was necessary that Daiichi and Ranbaxy should have been in that relationship when Ranbaxy had made acquisition of Zenotech shares. The Appellate Tribunal has of course proceeded on the basis that since Daiichi and Ranbaxy were "persons acting in concert" on the date of the public announcement made by Daiichi for Zenotech shares(b) of regulation 20(4) would be attracted regardless of the fact that the two were not in that relationship on the dates of purchase of Zenotech shares by Ranbaxy.41. On behalf of the respondents much argument was made to show that even before Ranbaxy became a subsidiary of Daiichi the two were covered by the definition of "persons acting in concert" on signing the SPSSA. Whether Ranbaxy became a persons acting in concert with Daiichi on signing the SPSSA or on becoming its subsidiary is one aspect of the matter but if the basis on which the Appellate Tribunal has proceeded is correct then it hardly matters if Ranbaxy was acting in concert with Daiichi on signing the SPSSA or on becoming its subsidiary, as long as it was in that relationship with Daiichi when Daiichi made the public announcement for Zenotech shares.42. We now proceed to examine the question whetherDaiichi and Ranbaxy came together in the relationship of "persons acting in concert" as claimed by the respondents and connected with it the larger question as to the stage when the relationship of "persons acting in concert" must be in existence for the applicability of regulation 20(4)(b) of the TakeoverCode. For this, we must first understand what is the true meaning of "persons acting in concert" as defined in regulation 2(e).43. To begin with, the concept of "person acting in concert" under regulation 2(e)(1) is based on a target company on the one side, and on the other side two or more persons coming together with the shared common objective or purpose of substantial acquisition of shares etc. of the target company. Unless there is a target company, substantial acquisition of whose shares etc. is the common objective or purpose of two or more persons coming together there can be no "persons acting in concert". For, dehors the target company the idea of "persons acting in concert" is as irrelevant as a cheat with no one as victim of his deception. Two or more persons may join hands together with the shared common objective or purpose of any kind but so long as the common object and purpose is not of substantial acquisition of shares of a target company they would not comprise "persons acting in concert".44. The other limb of the concept requires two or more persons joining together with the shared common objective and purpose of substantial acquisition of shares etc. of a certain target company. There can be no "persons acting in concert" unless there is a shared common objective or purpose between two or more persons of substantial acquisition of shares etc. of the target company. For, dehors the element of the shared common objective or purpose the idea of "person acting in concert" is as meaningless as criminal conspiracy without any agreement to commit a criminal offence. The idea of "persons acting in concert" is not about a fortuitous relationship coming into existence by accident or chance. The relationship can come into being only by design, by meeting of minds between two or more persons leading to the shared common objective or purpose of acquisition of substantial acquisition of shares etc. of the target company. It is another matter that the common objective or purpose may be in pursuance of an agreement or an understanding, formal or informal; the acquisition of shares etc. may be direct or indirect or the persons acting in concert may cooperate in actual acquisition of shares etc. or they may agree to cooperate in such acquisition. Nonetheless, the element of the shared common objective or purpose is the sin qua non for the relationship of "persons acting in concert" to come into being.45. The submission made on behalf of the respondents that on signing the SPSSA Ranbaxy became a person acting in concert with Daiichi overlooks this basic precondition and ingredient of the relationship. The consequential takeover of Zenotech and its acknowledgment are not same thing as the shared common objective or purpose of substantial acquisition of shares or voting rights or gaining control over Zenotech. As stated above, the relationship of "persons acting in concert" is not a fortuitous relationship. It can come into being only by design. Hence, unless it is shown that Daiichi and Ranbaxy entered into the SPSSA for the common objective or purpose of substantial acquisition of shares or voting rights or control over Zenotech they can not be said to have come in the relationship of "persons acting in concert". This is not even the case of the respondents. The inevitable conclusion, therefore, is that on signing the SPSSA Daiichi and Ranbaxy did not come within the relationship of persons acting in concert within the meaning of regulation 2(e)(1) of the Takeover Code.46. We may now proceed to the deeming provision as contained in sub clause (2) of regulation 2(e). Here, it would be better to restate the obvious that the deeming provision can not do away either with the target company or the common objective or purpose of substantial acquisition of shares etc. of the target company shared by two or more persons because to do so would be destructive of the very idea of "persons acting in concert" as defined in(1) of regulation 2(e). We, therefore, see no merit in the submission, as urged at one stage, on behalf of the respondents that subregulation (2) of regulation 2(e) containing the deeming clause should be seen as a `stand alone provision, independent of(1) of regulation 2(e). The deeming provision under(2) operates only within the larger framework of(1) of regulation2(1)(e)(2) defines "person acting in concert". It is a deeming provision. It has to be read in conjunction with regulation 2(1)(e)(1) which states that person acting in concert comprises of persons who in furtherance of a common objective or purpose of substantial acquisition of shares or voting rights or gaining control over the target company, pursuant to an agreement or understanding (formal or informal), directly or indirectly cooperate by acquiring or agreeing to acquire shares or voting rights in the target company or to acquire control over the target company. The word "comprises" in regulation 2(1)(e) is significant. It applies to regulation 2(1)(e)(2) as much as to regulation 2(1)(e)(1). A fortiori, a person deemed to be acting in concert with others is also a person acting in concert. In other words, persons who are deemed to be acting in concert must have the intention or the aim of acquisition of shares of a target company. It is the conduct of the parties that determines their identity. Whether a person is or is not acting in concert with the acquirer would depend upon the facts of each case. In order to hold that a person is acting in concert with the acquirer or with another person it must be established that the two share the common intention of acquisition of shares of some target company. For example, there is no hard and fast rule that every foreign institutional investor (FII) would share with thethe common objective of acquiring substantial stakes or control in some target company. Whether in a given case an FII and hishave a common objective of making investment in India to earn profits in unit holders or whether they have a common objective of acquiring substantial stakes or control in some target company would depend on the facts of each case. In the former case regulation 2(1)(e)(2)(v) would not apply whereas in the latter case the saidwould apply. The above illustration brings out the true purport of the expression "unless the contrary is established" which expression finds place in regulation 2(1)(e)(2).49. Something else that is of utmost importance is to understand that the deeming fiction under(2) can only operate prospectively and not retrospectively. That is to say the deeming provision would give rise to the presumption, as explained above, only from the date two or more persons come together in one of the specified relationships and not from any earlier date. Thus, in the case in hand, the deeming provision under(2) would give rise to the presumption that Daiichi and Ranbaxy were "persons acting in concert", provided of course the other conditions as explained above were also satisfied, only from October 20, 2008, the date on which Ranbaxy became a subsidiary of Daiichi and not before that. Hence, the purchase of Zenotech shares by Ranbaxy in January 2008 cannot be said to be by a "person acting in concert" with Daiichi.50. In light of the discussion made above, we are of the view, that the Appellate Tribunal was in error in proceeding on the basis that the material date for Ranbaxy and Daiichi to be acting in concert was the date of the public announcement for the Zenotech shares. The Tribunal Observed:"It is, thus, clear that on January 19, 2009, the material date on which the offer price for indirect acquisition is being worked out, Ranbaxy, being a subsidiary, was acting in concert with the Daiichi and that it (Ranbaxy) had paid Rs.160 per share to the shareholders of the target company during January 16 and January 28, 2008 when it acquired their shares under thedeal which period falls withinweeks prior to June 16, 2008."51. The Appellate Tribunals error is the result of mixing up the provisions of(4) of regulation 20.As explained earlier(12) came to be introduced in regulation 20 as a consequence of extension of time for making public announcement for the secondary and indirectly targeted company by insertion of(4) in regulation 14.(12) of regulation 20 obliges the acquirer to work out the best value for the shares of the indirectly targeted company as obtaining on the date of the public announcement for the parent target company as well as on the date of the public announcement for the concerned indirectly targeted company and then to offer the shareholders the better of the two values. This is for the simple reason that the extension allowed for making the public announcement for the indirectly targeted company should not cause any prejudice to its shareholders.(12) does not in any way affectWe are clearly of the view that for the application of regulation 20(4)(b) it is not relevant or material that the acquirer and the other person, who had acquired the shares of the target company on an earlier date, should be acting in concert at the time of the public announcement for the target company. What is material is that the other person was acting in concert with the acquirer at the time of purchase of shares of the target company.53. The true meaning of the idea of "persons acting in concert", as explained above will also clear all the doubts sought to be created by Mr. Divans illustration as noted above. In that illustration, persons A, B and C earlier purchased shares of company A separately and as strangers. Those purchases were, therefore naturally not by "persons acting in concert". But later on, all the three persons came together. They agreed to pool the benefits of their share with one another and to takeover company X, and they further agreed that they would vote together going forward. Thus the earlier purchases were brought within the concept subsequently by an express agreement between the three persons even though at the time of purchase the purchasers were not acting in concert. Hence, the earlier purchases too would fully attract the regulatory provisions of the Takeover Code.54. This is how we are able to follow the correct meaning of the expression "person acting in concert" as defined in regulation 2(e) and as used in regulation 20(4)(b) of the Takeover Code.