Securities and Exchange Board of India

CIRCULAR

SEBI/HO/CFD/DCR2/CIR/P/2019/35

March 13, 2019

To

All Listed Entities

All Recognized Stock Exchanges

All Registered Merchant Bankers

Dear Sir / Madam,

Sub: SEBI (Delisting of Equity Shares) Regulations, 2015 – “Timelines for Counter Offer Process”

1. SEBI (Delisting of Equity Shares) Regulations, 2015 has been amended to allow promoter(s) / acquirer(s) to make “Counter offer”, in case price discovered through reverse book building is not acceptable to the promoter(s) / acquirer(s).

2. In order to implement the “Counter offer” process and to provide the framework, the “Timelines for Counter Offer Process” is enclosed as per Annexure – A.

3. Further, public announcement of counter offer shall also disclose the book value per share of the company.

4. Letter of offer for counter offer shall be in the abridged form containing the relevant details pertaining to the counter offer inter-alia including details of the counter offer, activity schedule etc.

5. This circular is issued in exercise of the powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992.

6. This circular is available on SEBI website at sebi.gov.in at “Legal Framework→ Circulars”.

Yours faithfully,

Narendra Rawat

General Manager

+91-22-26449383

narendrar@sebi.gov.in 

Annexure A

SEBI (Delisting of Equity Shares) Regulations, 2015 – Timelines for Counter offer

Sr. Activity Timelines
No.
1. Public announcement (PA) of Counter offer by Promoter(s)/Acquirer(s) through stock exchange
mechanism
Within 2 working days from the date of closure of Reverse Book Building
(RBB) bidding process
2. Publication of Counter offer PA in the same newspapers where original RBB PA was made Within four working days from the closure of the RBB bidding process
3. Option to withdraw the shares tendered during the RBB process Within ten working days from the counter offer PA
4. Dispatch of “Letter of offer for counter offer” Within four working days from the closure of the RBB bidding process
5. Opening of Counter offer bidding process Not later than seven working days from the date of public announcement
6. Closing of Counter offer bidding process Counter offer bidding open for five working days
7. Public announcement of success/failure of Counter offer in the same newspaper in which public announcement under sub-regulation (1) of
regulation 10 was made
Not later than five working days of the closing of the counter offer bidding
process
8. Payment of consideration and return of equity shares Not later than ten working days from the closing of counter offer

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