Steps to be followed after filling Letter of offer with SEBI under SEBI (SAST) Regulations 2011

1 Regulation 18(1)

After filling the draft letter offer with SEBI under regulation 16(1), the acquirer shall send a copy of draft letter of offer to target company at its registered office address and to all the stock exchanges where the shares of the Target company are listed.

2 Regulation 18(2)

The letter of offer shall be dispatched to the shareholders whose names appear in the register of members of the target company as of the identified date but not later than 7 working days from the receipt of comments from the SEBI or where no comments from the SEBI, within 7 working days from the expiry of the period as mentioned regulation 16(2).

3 1st Proviso to Regulation 18(2)

Where local laws or regulations of any area outside the country may expose the acquirer or the target company to material risk of civil, regulatory or criminal liabilities in the event of letter of offer in its final form were to be sent without material changes into jurisdiction and the shareholders resident in such jurisdiction hold shares entitled them to less than 5% of the voting rights of the target company, the acquirer may refrain from dispatch of the letter of offer into such jurisdiction.

4 2nd Proviso to Regulation 18(2)

Every person holding shares, irrespective of whether he held shares on the identified date or has not received the letter of offer, shall be entitled to tender such shares in acceptance of the open offer.

5 Regulation 18(3)

The Acquirer shall also sent the letter of offer to the custodian of shares underlying depository receipts, if any, of the target company.

6 Regulation 18(4)

Irrespective of whether a competing offer has been made, an acquirer may make upward revision to the offer price and subject to the provisions of these regulations to the number of shares sought to be acquired under the open offer at any time prior to the commencement of last 3 working days before the commencement of the tendering period.

7 Regulation 18(5)

In case of the upward revision in the open offer due to the change / revision in the offer price or offer size, the acquirer shall-

a. make change in the amount kept in the escrow account under regulation 17 prior to such revision;

b. make an announcement in respect of such revisions in all the newspaper in which the DPA pursuant to the PA was made and

c. Forthwith the issue an announcement, inform the SEBI, all the stock exchange on which the shares of the target company are listed and the target company at its registered office.

8. Regulation 18(6)

The acquirer shall make disclosure during the offer period every acquisition made by the acquirer or PAC with him of any shares of the target company in such form as may be specified, to each of the stock exchange where the shares of the Target company are listed and to target company at its registered office within 24Hrs. of such acquisition and to the stock exchanges, shall immediately disclose such information to the Public.

9 Proviso to Regulation 18(6)

The Acquirer and PAC shall not acquire or sell any shares of the Target company during the period between 3 working days before the commencement to the tendering period.

10 Regulation 18(6A)

The acquirer shall facilitate tendering of shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified by the board.

11 Regulation 18(7)

Acquirer shall issue an advertisement in such form as may be specified, one working day before the  commencement of the tendering period announcing the schedule of activities for the open offer, the status of statutory and other approvals, if any –

Such advertisement shall be –

a. Published in all the newspaper in which DPA pursuant to PA was;

b. forthwith send to the Board, to all stock exchange on which the shares of the target company are listed and Target company at registered office

12 Regulation 18(8)

The Tendering period shall not later than 12 working days from the date of receipts of comments from the Board under regulation 16(4) and shall remain open for 10 working days.

13 Regulation 18(9)

Shareholder who have tendered shares in acceptance of the open offer shall not withdraw such acceptance during the tendering period.

14 Regulation 18(10)

The acquirer shall, within 10 working days from the last date of the tendering period complete all requirements under these regulations and other applicable law relating to the open offer including payment of consideration to the shareholders who have accepted the open offer.

15 Regulation 18(11)

The acquirer shall be responsible for all the statutory approvals  to complete the open offer without any default, neglect or delay

16  Proviso to the regulation 18(11)

Where the acquirer is unable to make the payment to the shareholder who have accepted the open offer within such period due to the non receipt of statutory approval required by the acquirer the SEBI may, where it is satisfied the non-receipt was not attributable to any willful default, failure or neglect on the part of the acquirer to diligently pursue such approvals grant extension of time for making payments, subject to the acquirer agreeing to pay interest to the shareholder for delay at such rate  as may be specified.

Provided further that where the statutory approval extends to some but not all shareholders, the acquirer shall have the option to make payment to such shareholders in respect of whom no statutory approvals are required in order to complete the open offer.

17 Regulation 18(17)

Post offer advertisement shall be issued by the acquirer, in such form as may be specified within 5 working days after the offer period, giving details including aggregate number of shares tendered, accepted, date of payment of consideration.

1. published in all the newspapers in which the DPA  pursuant to the PA was made; and

2. Simultaneously sent to the Board, all the stock exchanges on which the shares of the target company are listed, and the target company at its registered office.

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