Regulation 23 - Failure of the offer - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

Failure of the offer 23. (1) The delisting offer shall be considered to have failed under the following circumstances:- (a) the minimum number of shares are not tendered / offered as provided under clause (a) of regulation 21 of these regulations. Explanation,- If a counter offer has been made by the acquirer in terms of sub-regulation (4) of regulation 22 of these regulations, the failure of the said counter offer shall be considered in accordance with clause (a); or (b) the price discovered through the reverse book building process is rejected by the acquirer. (2) In case of failure of the delisting offer, (a) the equity shares 1 [ tendered or offered under the reverse book building process or the fixed price process or the counter-offer, as the case may be, ] in terms of 2 [****] these regulations 3 [****] , shall be released- (i) on the date of disclosure of the outcome of the reverse book building process 4 [ or the fixed price process ] under sub-regulation (3) of regulation 17 of these regulations if the minimum number of shares as provided under clause (a) of regulation 21 of these regulations are not tendered 5 [ or ] offered; (ii) on the date of making public announcement for the failure of the delisting offer under sub- regulation (4) of regulation 17 of these regulations if the price discovered through the reverse book building process is rejected by the acquirer; (iii) in accordance with Schedule IV of these regulations if a counter offer has been made by the acquirer: Provided that the acquirer shall not be required to return the shares if the offer is made pursuant to regulation 5A of Takeover Regulations. (b) the expenses relating to the offer for delisting shall be borne by the acquirer. (c) the acquirer, whose delisting offer has failed, shall not make another delisting offer until the expiry of six months- (i) from the date of disclosure of the outcome of the reverse book building process 6 [ or the fixed price process, as the case may be, ] under sub-regulation (3) of regulation 17 of these regulations if the minimum number of shares as provided under clause (a) of regulation 21 of these regulations are not tendered / offered; (ii) from the date of making public announcement for the failure of the delisting offer under sub-regulation (4) of regulation 17 of these regulations if the price discovered through the reverse book building process is rejected by the acquirer; (iii) from the date of making public announcement for the failure of counter offer as provided under Schedule IV of these regulations. (3) Nothing contained in clause (c) of sub-regulation (2) shall be applicable to the delisting of equity shares made by a new promoter(s) pursuant to the re-classification in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 or a new acquirer(s) who has made an offer under regulation 5A of Takeover Regulations. *************** NOTES:- 1. 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, tendered / offered 2. Omitted 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, Schedule II or Schedule IV of 3. Omitted 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, as the case may be 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification ) 5. 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, / 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification )