(1) The 47[acquirer or] promoter shall not be bound to accept the equity shares at the offer price determined by the book building process.
48[(1A) If the price discovered in terms of regulation 15 is not acceptable to the acquirer or the promoter, the acquirer or the promoter may make a counter offer to the public shareholders within two working days of the price discovered under regulation 15, in the manner specified by the Board from time to time:
Provided that the counter offer price shall not be less than the book value of the company as certified by the merchant banker.]
(2) Where the 49[acquirer or] promoter decides not to accept the offer price so determined,- “(4) Nothing contained in sub-regulation (3) shall affect the right of any holder of depository receipts to participate in the book building process under sub-regulation (1) if the holder of depository receipts exchanges such depository receipts with shares of the class that are proposed to be delisted.” 43 Substituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.
44 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
45 Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.
46 Substituted for the words “Right of the promoter not to accept the offer price” by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
47 Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.
48 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
49 Ibid.
15
(a) the 50[acquirer or] promoter shall not acquire any equity shares tendered pursuant to the offer and the equity shares deposited or pledged by a shareholder pursuant to 51[clauses] 7 or 9 of Schedule II shall be returned or released to him within ten working days of closure of the bidding period;
(b) the company shall not make the final application to the exchange for delisting of the equity shares;
(c) the 52[acquirer or] promoter may close the escrow account opened under regulation 11; and,
(d)53[***]
(3) 54[***] Minimum number of equity shares to be acquired 55[17.56[(1)]57[**]58[If a counter offer has not been made by the acquirer or promoter in accordance with regulation 16(1A), an] offer made under chapter III shall be deemed to be successful only if,-
(a) the post offer promoter shareholding (along with the persons acting in concert with the promoter) taken together with the shares accepted through eligible bids at the final price determined as per Schedule II, reaches ninety per cent. of the total issued shares of that class excluding the shares which are held by a custodian and against which depository receipts have been issued overseas; and
(b) at least twenty five per cent of the public shareholders holding shares in the demat mode as on date of the board meeting referred to in sub-regulation (1B) of regulation 8 had participated in the Book Building Process:
Provided that 59[the requirement under clause (b) of sub-regulation
(1)] shall not be applicable to cases where the acquirer and the 50 Ibid.
51 Substituted for the word “paragraphs” by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
52 Ibid.
53 Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-201.5 54 Ibid.
55Substituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.
56 Sub-regulation number inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
57 Word “An” omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f.
14.11.2018.
58 Inserted ibid.
16 merchant banker demonstrate to the stock exchanges that they have delivered the letter of offer to all the public shareholders either through registered post or speed post or courier or hand delivery with proof of delivery or through email as a text or as an attachment to email or as a notification providing electronic link or Uniform Resource Locator including a read receipt.
60[Explanation I. - a. If the acquirer or the merchant banker send the letters of offer to all the shareholders by registered post or speed post through India Post and is able to provide a detailed account regarding the status of delivery of the letters of offer (whether delivered or not) sent through India Post, the same would be considered as a deemed compliance with the proviso.
b. If the acquirer or the merchant banker is unable to deliver the letter of offer to certain shareholders by modes other than speed post or registered post of India Post, efforts should be made to deliver the letters of offer to them by speed post or registered post through India Post. In that case, a detailed account regarding the status of delivery of letter of offer (whether delivered or not) provided from India Post would also be considered as deemed compliance with the proviso.]
Explanation 61[II].- In case the delisting offer has been made in terms of regulation 5A of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the threshold limit of ninety per cent. for successful delisting offer shall be calculated taking into account the post offer shareholding of the acquirer taken together with the existing shareholding, shares to be acquired which attracted the obligation to make an open offer and shares accepted through eligible bids at the final price determined as per Schedule II.]
59 Substituted for the words “this requirement” by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
60 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
61 Numbered ibid.
17 62[(2) If a counter offer has been made by the acquirer or promoter in accordance with regulation 16(1A), an offer made under chapter III shall be deemed to be successful only if the post offer promoter shareholding (along with the persons acting in concert with the promoter) taken together with the shares accepted at the counter offer price reaches ninety per cent. of the total issued shares of that class excluding the shares which are held by a custodian and against which depository receipts have been issued overseas.]
Procedure after closure of offer
18. Within 63[five] working days of 64[the] closure of the offer, the 65[promoter/acquirer] and the merchant banker shall make a public announcement in the same newspapers in which the public announcement under sub - regulation (1) of regulation 10 was made regarding:-
(i) the success of the offer in terms of regulation 17 Along with the final price accepted by the acquirer; or
(ii) the failure of the offer in terms of regulation 19; or 66[***] Failure of offer