Significant amendments were made to the SEBI (Delisting of Equity Shares) Regulations) 2009 with effect from 14 November 2018 by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations 2018. The amendments have brought the definition of ‘acquirer’ in line with the Takeover Regulations 2011. Amongst other amendments, the import of the term ‘public shareholders’ has been narrowed and a counter offer process has been introduced granting promoters/acquirers the right to make a counter offer or reject the offer if the price discovered through the book building process is not acceptable to them, amongst others. SEBI Circular dated 13 March 2019, prescribes timelines for the counter offer process.
SEBI has brought much needed clarity with respect to the counter offer process that can be initiated by a promoter who does not agree with the price discovered by reverse book building. The timelines provide for the schedule to be followed right from commencement of the counter offer till the counter offer is brought to its logical conclusion (i.e., success or failure of counter offer). Further while setting out the timelines, SEBI has also provided a framework which spells out the relevant particulars of information that must be set out in the documents by which counter offer is made.
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