Regulation 16 - Filing of letter of offer with the Board - Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Filing of letter of offer with the Board. 16. (1) Within five working days from the date of the detailed public statement made under sub-regulation (4) of regulation 13, the acquirer shall, through the manager to the open offer, file with the Board, a draft of the letter of offer containing such information as may be specified along with a non-refundable fee, as per the following scale, 1 [by way of direct credit in the bank account through NEFT/RTGS/IMPS or 3 [ online payment using the SEBI Payment Gateway or any other mode as may be specified by the Board from time to time. ] ,- 2 [Sl. No. Consideration payable under the Open Offer Fee (Rs.) a. Upto ten crore rupees. Five lakh rupees (Rs. 5,00,000) b. More than ten crore rupees, but less than or equal to one thousand crore rupees. 0.5 per cent of the offer size c. More than one thousand crore rupees. Five crore rupees (Rs. 5,00,00,000) plus 0.125 per cent of the portion of the offer size in excess of one thousand crore rupees (1000,00,00,000).] (2) The consideration payable under the open offer shall be calculated at the offer price, assuming full acceptance of the open offer, and in the event the open offer is subject to differential pricing, shall be computed at the highest offer price, irrespective of manner of payment of the consideration: Provided that in the event of consideration payable under the open offer being enhanced owing to a revision to the offer price or offer size the fees payable shall stand revised accordingly, and shall be paid within five working days from the date of such revision. (3) The manager to the open offer shall provide soft copies of the public announcement, the detailed public statement and the draft letter of offer in accordance with such specifications as may be specified, and the Board shall upload the same on its website. (4) The Board shall give its comments on the draft letter of offer as expeditiously as possible but not later than fifteen working days of the receipt of the draft letter of offer and in the event of no comments being issued by the Board within such period, it shall be deemed that the Board does not have comments to offer: Provided that in the event the Board has sought clarifications or additional information from the manager to the open offer, the period for issuance of comments shall be extended to the fifth working day from the date of receipt of satisfactory reply to the clarification or additional information sought. Provided further that in the event the Board specifies any changes, the manager to the open offer and the acquirer shall carry out such changes in the letter of offer before it is dispatched to the shareholders. (5) In the case of competing offers, the Board shall provide its comments on the draft letter of offer in respect of each competing offer on the same day. (6) In the event the disclosures in the draft letter of offer are inadequate the Board may call for a revised letter of offer and shall deal with the revised letter of offer in accordance with sub-regulation (4). ********** 1 Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6-3-2017. 2 Substituted by the SEBI (Payment of fees) (Amendment) Regulations, 2014 w.e.f. 23-05-2014. Prior to its substitution, the table in sub-regulation (1), read as under, Sl. No. Consideration payable under the Open Offer Fee (Rs.) a. Upto ten crore rupees. One lakh twenty five thousands rupees (1,25,000) b. More than ten crore rupees, but less than or equal to one thousand crore rupees. One lakh twenty five thousands rupees (1,25,000) plus 0.025 per cent of the portion of the offer size in excess of ten crore rupees (10,00,00,000). c. More than one thousand crore rupees, but less than or equal to five thousand crore rupees. One crore twenty five lakh rupees (1,25,00,000) plus 0.03125 per cent of the portion of the offer size in excess of one thousand crore rupees (1000,00,00,000). d. More than five thousand crore rupees. Two crore fifty lakh rupees (2,50,00,000) plus 0.01 per cent of the portion of the offer size in excess of five thousand crore rupees (5000,00,00,000), subject to a maximum of three crore rupees (3,00,00,000). 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/121 dated 07-02-2023 w.e.f. 01-04-2023 before it was read as, any other mode allowed by RBI or] by way of a banker s cheque or demand draft payable in Mumbai in favour of the Board. ,