Regulation 25 - Competitive bid. - Securities And Exchange Board of India(Substantial Acquisition of Shares And Takeovers) Regulations, 1997

Competitive bid. 25. (1) Any person, other than the acquirer who has made the first public announcement, who is desirous of making any offer, shall, within 21 days of the public announcement of the first offer, make a public announcement of his offer for acquisition of the shares of the same target company. Explanation .-An offer made under sub-regulation (1) shall be deemed to be a competitive bid. (2) No public announcement for an offer or competitive bid shall be made after 21 days from the date of public announcement of the first offer. 1 [(2A) No public announcement for a competitive bid shall be made after an acquirer has already made the public announcement under the proviso to sub-regulation (1) of regulation 14 pursuant to entering into a Share Purchase or Shareholders Agreement with the Central Government 2 [or the State Government as the case may be,] for acquisition of shares or voting rights or control of a Public Sector Undertaking.] 3 [(2B) No public announcement for a competitive bid shall be made after an acquirer has already made the public announcement pursuant to relaxation granted by the Board in terms of regulation 29A.] (3) Any competitive offer by an acquirer shall be for such number of shares which, when taken together with shares held by him along with persons acting in concert with him, shall be at least equal to the 4 [holding of the first bidder including the number of shares for which the present offer by the first bidder has been made.] (4) Upon the public announcement of a competitive bid or bids, the acquirer(s) who had made the public announcement(s) of the earlier offer(s), shall have the option to 5 [make an announcement revising the offer]: Provided that if no such announcement is made within fourteen days of the announcement of the competitive bid(s), the earlier offer(s) on the original terms shall continue to be valid and binding on the acquirer(s) who had made the offer(s) except that the date of closing of the offer shall stand extended to the date of closure of the public offer under the last subsisting competitive bid. (5) The provisions of these regulations shall mutatis mutandis apply to the competitive bid(s) made under sub-regulation (1). (6) The acquirers who have made the public announcement of offer(s) including the public announcement of competitive bid(s) 6 [***] shall have the option to make upward revisions in his offer(s), in respect of the price and the number of shares to be acquired, at any time up to seven working days prior to the date of closure of the offer: Provided that the acquirer shall not have the option to change any other terms and conditions of their offer 7 [except the mode of payment following an upward revision in offer]: Provided further that any such upward revision shall be made only upon the acquirer,- (a) making a public announcement in respect of such changes or amendments in all the newspapers in which the original public announcement was made; (b) simultaneously with the issue of public announcement referred in clause (a), informing the Board, all the stock exchanges on which the shares of the company are listed, and the target company at its registered office; (c) increasing the value of the escrow account as provided under sub-regulation (9) of regulation 28. (7) Where there is a competitive bid, the date of closure of the original bid as also the date of closure of all the subsequent competitive bids shall be the date of closure of public offer under the last subsisting competitive bid and the public offers under all the subsisting bids shall close on the same date. ----------------- Notes: 1. Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2001, w.e.f. 12-9-2001. Prior to its substitution, sub-regulation (2A) as inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2001, dated 17-8-2001, read as under: (2A) No public announcement for an offer or competitive bid shall be made after the central government has entered into a Share Purchase or Shareholder s Agreement with the acquirer who has made the public announcement for acquisition of shares or voting rights or control of a Public Sector Undertaking. 2 . Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 3. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2009, w.e.f. 13-2-2009. 4 . Substituted for the words number of shares for which the first public announcement has been made by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 5 . Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. Prior to its substitution, the clause read as under: make an announcement (a) revising the offer; or (b) withdrawing the offer, with the prior approval of the Board. 6. The words but have not withdrawn the offer in terms of sub-regulation (4) omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 7. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002.