Regulation 22 - Option to accept or reject the discovered price or counter offer - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

Option to accept or reject the discovered price or counter offer 22. (1) The acquirer shall be bound to accept the equity shares tendered or offered in the delisting offer, if the discovered price determined through the reverse book building process is equal to the floor price or the indicative price, if any, offered by the acquirer. (2) The acquirer shall be bound to accept the equity shares, at the indicative price, if any offered by the acquirer, even if the price determined through the reverse book building process is higher than the floor price but less than the indicative price. (3) Nothing contained in sub-regulation (1) and (2) shall apply, if the discovered price 1 [ pursuant to reverse book building process ] is higher than the indicative price. 2 [ (4) In case of delisting through reverse book building process; a counter-offer may be made by the acquirer to the public shareholders, provided - i. the post-offer shareholding of the acquirer, along with the shares tendered by public shareholders, is not less than seventy-five percent; and ii. not less than fifty percent of the public shareholding has been tendered. (4A) The counter-offer in terms of sub-regulation (4) may be made within two working days of the closure of the bidding period and thereafter the acquirer shall ensure compliance with the provisions of these regulations in accordance with the timelines provided in Schedule IV of these regulations. (5) The counter offer price shall not be less than the higher of-. i. volume weighted average price of the shares tendered/offered in the reverse book building process; and ii. the indicative price, if any, offered by the acquirer. Explanation- If the cumulative shareholding of the acquirer, along with the shares tendered or offered by the public shareholders is less than ninety percent; the volume weighted average price shall be calculated taking into account all the shares tendered or offered and if the cumulative shareholding is equal to or higher than ninety percent, the volume weighted average price shall be calculated taking into account the shares tendered or offered up to ninety percent. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification ) 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification ) before it was read as, (4) In case the discovered price is not acceptable to the acquirer, a counter offer may be made by the acquirer to the public shareholders within two working days of the closure of bidding period and thereafter, the acquirer shall ensure compliance with the provisions of these regulations in accordance with the timelines provided in Schedule IV of these regulations. (5) The counter offer price shall not be less than the book value of the company as certified by the Manager to the offer. Explanation, - For the purpose of sub-regulation (5), the book value shall be computed on the basis of both consolidated and standalone financial statements of the company as per the latest quarterly financial results filed by the company on the recognized stock exchange(s) as on the date of public announcement for counter offer, and the higher of the values so computed shall be treated as the book value.