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..... of to acquire listed shares in the equity share capital of the acquirer or of any person acting in concert; or (e) a combination of the mode of payment of consideration stated in clause (a), clause (b), clause (c) and clause (d): Provided that where any shares have been acquired or agreed to be acquired by the acquirer and persons acting in concert with him during the fifty-two weeks immediately preceding the date of public announcement constitute more than ten per cent of the voting rights in the target company and has been paid for in cash, the open offer shall entail an option to the shareholders to require payment of the offer price in cash, and a shareholder who has not exercised an option in his acceptance shall be deemed to have opte .....

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..... e audited accounts of the issuer of such shares for three immediately preceding financial years does not exceed five per cent. of the net profit or loss after tax of such issuer for the respective years; and (f) the Board has not issued any direction against the issuer of such shares not to access the capital market or to issue fresh shares. (3) Where the shareholders have been provided with options to accept payment in cash or by way of securities, or a combination thereof, the pricing for the open offer may be different for each option subject to compliance with minimum offer price requirements under regulation 8 : Provided that the detailed public statement and the letter of offer shall contain justification for such differential pricing .....

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..... to the date on which the meeting of shareholders is held to consider the proposed issue of shares under sub-section (1A) of Section 81 of the 3 [ Companies Act, 2013 (18 of 2013) ]. 4 [ (6) The effect on the price of the listed equity shares, which are offered as consideration, due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the listing regulations for determination of the price of such equity shares under this regulation. ] **************** NOTES:- 1 Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as listing agr .....

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