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This is an archive article published on March 28, 2013

Sebi tightens norms to check frivolous offers

Market regulator Securities and Exchange Board of India (Sebi) has plugged a major loophole in the takeover code,by declaring that no open offer can be withdrawn on the ground that it is not successful

Market regulator Securities and Exchange Board of India (Sebi) has plugged a major loophole in the takeover code,by declaring that no open offer can be withdrawn on the ground that it is not successful.

This is a common ruse by some acquirers who use public announcements as a means to influence the market price,and subsequently attempt to withdraw the offer on the pretext that the acquisition was not successful.

In a notification,Sebi said: “An acquirer shall not withdraw an open offer pursuant to a public announcement made… even if the proposed acquisition through the preferential issue is not successful.”

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Sebi said that a company can acquire the shares of the target company through preferential issue or through the stock exchange settlement process,other than through bulk deals or block deals,in case such shares being kept in an escrow account. However,the acquirer firm can not exercise any voting rights over such shares kept in this account.

The regulator said that these shares can be transferred from the escrow account to the acquirer after the expiry of 21 working days from the date of the detailed public statement,provided the acquirer deposits 100 per cent of consideration in the escrow account.

Sebi also said that where open offer obligations are triggered,the relevant date for making the public announcement and determination of offer price would be the earliest date on which obligations are triggered.

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