Regulation 23 - Withdrawal of open offer - Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Withdrawal of open offer. 23.(1) An open offer for acquiring shares once made shall not be withdrawn except under any of the following circumstances,- (a) statutory approvals required for the open offer or for effecting the acquisitions attracting the obligation to make an open offer under these regulations having been finally refused, subject to such requirements for approval having been specifically disclosed in the detailed public statement and the letter of offer; (b) the acquirer, being a natural person, has died; (c) any condition stipulated in the agreement for acquisition attracting the obligation to make the open offer is not met for reasons outside the reasonable control of the acquirer, and such agreement is rescinded, subject to such conditions having been specifically disclosed in the detailed public statement and the letter of offer; or 1 [Provided that an acquirer shall not withdraw an open offer pursuant to a public announcement made under clause (g) of sub-regulation (2) of regulation 13 , even if the proposed acquisition through the preferential issue is not successful.] (d) such circumstances as in the opinion of the Board, merit withdrawal. Explanation.- For the purposes of clause (d) of sub-regulation (1), the Board shall pass a reasoned order permitting withdrawal, and such order shall be hosted by the Board on its official website. (2) In the event of withdrawal of the open offer, the acquirer shall through the manager to the open offer, within two working days,- (a) make an announcement in the same newspapers in which the public announcement of the open offer was published, providing the grounds and reasons for withdrawal of the open offer; and (b) simultaneously with the announcement, inform in writing to,- (i) the Board; (ii) all the stock exchanges on which the shares of the target company are listed, and the stock exchanges shall forthwith disseminate such information to the public; and (iii) the target company at its registered office. **************** NOTES:- 1 Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.