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Takeover

anjali aggarwal (cs professional) (58 Points)

10 May 2016

What is open offer under takeover code in corporate restructuring? ?

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DR. SHIVAM GUPTA (CS LL.M MBA M.Com PGDHR PGDCL) (128 Points)
Replied 13 May 2016

Hello ma'm,

Greeings of the day.

Sorry I am not getting your question, what do you want to ask.

I think you are asking OPEN OFFER PROCESS or MINIMUM OPEN OFFER. Please clarify what you exactly want to ask.

1. OPEN OFFER PROCESS

• Prior to making of a public announcement, the acquirer shall appoint Merchant Banker
registered with the Board, who is not an associate of the acquirer, as manager to the offer.

• The public announcement of the open offer for acquiring shares required under these
regulations shall be made by the acquirer through such manager to the open offer.

• Public announcement.

Provided further if Acquirer acquires the shares or voting rights of the Target Company in
excess of the limits prescribed under Regulation 3 and 4, then the Acquirer is required to give a
Public Announcement of an Open Offer to the shareholders of the Target Company. During the
process of making the Public Announcement of an Open Offer, the Acquirer is required to give
Public Announcement and publish Detailed Public Statement. For this purpose separate time
line has been prescribed.

2. MINIMUM OPEN OFFER:

The open offer for acquiring shares to be made by the acquirer and persons acting
in concert with him under regulation 3 and regulation 4 shall be for at least 26 per
cent of total shares of the target company, as of tenth working day from the closure
of the tendering period:

Provided that the total shares of the target company as of tenth working day from
the closure of the tendering period shall take into account all potential increases in
the number of outstanding shares during the offer period contemplated as of the
date of the public announcement:

Provided further that the offer size shall be proportionately increased in case of an
increase in total number of shares, after the public announcement, which is not
contemplated on the date of the public announcement.

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