1. Regulation 9(1)

The payment of offer price shall be made in;

a. Cash;

b. by issue or transfer, or exchange of listed shares in the equity capital of the acquirer or PAC with him;

c. by issue or transfer, or exchange of listed shares in the equity capital of the acquirer or PAC with a rating not less than to investment grade as rated by the CRA registered with SEBI.

d. By issue, or transfer or exchange of the convertible debt securities which entitled the holder thereof to acquire listed shares in equity capital of the acquirer or PAC with him.

e. Combination of the above modes of payments.

2. 1st proviso to regulation 9(1)

Where any shares have been acquired or agreed to be acquired by the acquirer and PAC with him during 52 weeks immediately preceding the date of PA constitute more than 10% of voting right in the target company and paid in cash, the open offer shall contain an option to the shareholders to require payment of the offer price in cash and a shareholder who as not exercised an option in his acceptance shall be deemed to have opted for receiving the offer price in cash.

3. 2nd Proviso to regulation 9(1)

In case if any revision in the offer prices the mode of payment of consideration may be revised subject to the condition that the component of the offer price to be paid in cash prior to such revision is not reduced.

4. Regulation 9(2)

Where shares to be issued or transferred or exchanged or shares to be issued upon conversion of other securities, shall confirm the following condition or requirements;

a. Shares shall be listed on the stock exchange at the time of PA;

b. shares shall be frequently traded at the time of PA.

c. such class of shares have been listed on stock exchange for a minimum period of 2 year prior to the PA.

d. the issuer of such class of shares has redressed min. 95% of the complaints received from investors by the end of the calendar quarter immediately preceding the calendar month in which the PA is made.

e. the issuer of such class of shares has been in compliance with the listing agreement for a period of min. 2 years immediately preceding the date of PA.

where the listing agreement not been complied then the offer price only paid in cash.

f. the disclosure of the Auditor qualification, if any, on the audited accounts of the issuer of 3 immediately previous financial years does not exceed 5% of net profit or loss after tax of such issuer for the respective years.

g. No direction has not been issued by the SEBI to the issuer of such shares regarding not to access the capital market or to issue fresh shares.

5. Regulation 9(3)

Differential pricing

Where an option have been provided to the shareholders to accept payment in cash or by way of securities or combination thereof then the pricing for the open offer may be different for each option subject to the compliance with minimum price requirements under regulation 8.

6. Proviso to Regulation 9(3)

The detailed public statement and the letter of offer shall contain justification for such differential pricing.

7. Regulation 9(4)

In the case the offer price consists of consideration to be paid by issuance of securities, which requires compliance with any applicable law, the acquirer shall ensure that such compliance is completed before the commencement of the tendering period:

In case compliance not made by such date, the acquirer shall pay the entire consideration in cash

8. Regulations 9(5)

Where the listed securities are offer as a part consideration, the value of such securities shall be higher of;

a. the average of the weekly high and low of the closing prices of such securities quoted on the stock exchange during the 6 months preceding the relevant date

b. the average of the weekly high and low of the closing prices of such securities quoted on the stock exchange during the 2 weeks preceding the relevant date; and

9. Regulations 9(6)

The VWAMP for a period of 60 trading days preceding the date of the PA, as traded on the stock exchange where the maximum volume of trading in the shares of the company whose securities are being offered as consideration, are recorded during the 6 month period prior to relevant date and the ratio of exchange of shares shall be duly certified by an independent merchant banker (other than the manager to the open offer) or an independent chartered accountant having a minimum experience of 10 years.

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