Conditional & Competing offers under SEBI (SAST) Regulations 2011

Conditional Offers

1. Regulation 19(1) Acquirer may make offer which is conditional as to the minimum level of acceptance;

2. Proviso to Regulation 19(1) Where an open offer is subject to an agreement such agreement shall stipulate a condition to the effect that in the event the desire level of acceptance of open offer not received the acquirer shall not acquirer any shares under the open offer and agreement attracting the obligation to make open offer shall stand cancelled.

3. Regulation 19(2) Where an open offer is made conditional upon minimum level of acceptances, the acquirer and PAC with him shall not acquire, during the offer period, any shares in the target company except under the open offer and any underlying agreement for the sale of shares of the target company pursuant to which the open offer is made.

Competing Offers

4. Regulation 20(1) Upon a PA of an open offer for acquiring shares of a Target company being made, any person, other than the acquirer who has made such PA, shall be entitled to made PA of an open offer within 15 working days of the date of DPA by the acquirer who has made the 1^st PA.

5. Regulation 20(2) The offer shall be such no. of shares which, taken together with shares held by such acquirer along with PAC with him, shall be equal to the holding of acquirer who has made the 1^st PA, including the no. of shares proposed to be acquired by him under the offer and underlying agreement for the sale of shares of the target company pursuant to which the open offer is made002E

6. Regulation 20(3) This open offer under this regulation shall not be considered as Voluntary offer under regulation 8.

7. Regulation 20(4) The open offer under these regulation shall be considered as competing offer.

8. Regulation 20(5) No person shall be entitled to make a PA of an open offer acquiring shares, or enter into any transaction that would attract the obligation to make a PA of an open offer for acquiring shares under these regulations, after the period of 15 working days referred to in sub-regulation (1) and until the expiry of the offer period for such open offer.

9. Regulation 20(6) In case the 1^st open offer conditional as to minimum level of acceptances, no acquirer making a competing offer may be made conditional as to the minimum level of acceptances.

10. Regulation 20(7)

No person entitled make PA  or enter into any transaction which would attract the obligation to make PA of an open offer under these regulations until the expiry of the offer period where-

a. In case of disinvestment in terms of clause (d) of regulation 13(2).

b. The open offer is pursuant to a relaxation from strict compliance with the provision of chapter III or Chapter IV granted by the Board under regulation 11(2).

11. Regulation 20(8) The schedule of activities and the tendering period for all the competing offers shall be carried out with identical timelines and the last date for tendering shares in acceptance of every competing offer shall stand revised to the last date for tendering shares in acceptance of the competing offer last made.

12. Regulation 20(9) Upon PA of a Competing offer, an acquirer who had made a preceding competing offer shall be entitled to revised the terms of his competing offer provided the revised terms are more favorable to the shareholders of the target Company.

13. Proviso to Regulation 20(9) The acquirers making the competing offers shall be entitled to make upward revisions of the offer price at any time up to three working days prior to the commencement of the tendering period.

14. Regulation 20(10) Except for variations made under this regulation, all the provisions of these regulations shall apply to every competing offer.