Timelines for Counter Offer Process under SEBI (Delisting of Equity Shares) Regulations, 2009
Summary
This circular amends the SEBI (Delisting of Equity Shares) Regulations, 2009 to introduce a 'Counter offer' mechanism when reverse book building prices are unacceptable. It mandates specific timelines for public announcements, letter dispatch, and bidding processes as detailed in Annexure A. The document also requires disclosure of book value per share and specifies that the letter of offer must be in abridged form.
Text
SEBI (Delisting of Equity Shares) Regulations, 2009 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).
Further, public announcement of counter offer shall also disclose the book value per share of the company.
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.
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
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
Option to withdraw the shares tendered during the RBB process Within ten working days from the counter offer PA
Dispatch of “Letter of offer for counter offer” Within four working days from the closure of the RBB bidding process
Opening of Counter offer bidding process Not later than seven working days from the date of public announcement
Closing of Counter offer bidding process Counter offer bidding open for five working days
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 counter offer bidding process
Payment of consideration and return of equity shares Not later than ten working days from the closing of counter offer
Source: SecMarx — Timelines for Counter Offer Process under SEBI (Delisting of Equity Shares) Regulations, 2009. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.