Regulation 22 - Completion of acquisition - Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Completion of acquisition. 22.(1) The acquirer shall not complete the acquisition of shares or voting rights in, or control over, the target company, whether by way of subscription to shares or a purchase of shares attracting the obligation to make an open offer for acquiring shares, until the expiry of the offer period: 5 [ Provided that in case of an offer made under sub-regulation (1) of regulation 20 of these regulations, pursuant to a preferential allotment, the offer shall be completed within the period as provided under sub-regulation (1) of regulation 170 of the Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2018 , subject to the non-obstante clause in sub-regulation (4) of regulation 7 of these regulations. ] 1 [Provided further that in case of a delisting offer made under regulation 5A , the acquirer shall complete the acquisition of shares attracting the obligation to make an offer for acquiring shares in terms of 6 [ sub-regulation (1) of regulation 3 , regulation 4 or regulation 5 ] , only after making the public announcement regarding the success of the delisting proposal made in terms of 7 [ sub-regulation (4) of regulation 17 of the Delisting Regulations ] .] (2) Notwithstanding anything contained in sub-regulation (1), subject to the acquirer depositing in the escrow account under regulation 17 , cash 9 [ or providing unconditional and irrevocable bank guarantee issued in favour of the manager to the open offer by any scheduled commercial bank, subject to the approval of the Reserve Bank of India, ] of an amount equal to 2 [the entire] consideration payable under the open offer assuming full acceptance of the open offer, the parties to such agreement may after the expiry of twenty-one working days from the date of detailed public statement, act upon the agreement and the acquirer may complete the acquisition of shares or voting rights in, or control over the target company as contemplated. 10 [Explanation. - For the purpose of sub-regulation (2), bank guarantee shall only be issued by such scheduled commercial bank having AAA rating from a credit rating agency registered with the Board, on any of its long term debt instrument. ] 8 [ Provided that in case of proportionate reduction of the shares or voting rights to be acquired in accordance with the relevant provision under sub-regulation (4) of regulation 7 , the acquirer shall undertake the completion of the scaled down acquisition of shares or voting rights in the target company. ] 3 [(2A) Notwithstanding anything contained in sub-regulation (1), an acquirer may acquire shares of the target company through preferential issue or through the stock exchange settlement process, 4 [ **** ] subject to ,- (i) such shares being kept in an escrow account, (ii) the acquirer not exercising any voting rights over such shares kept in the escrow account: Provided that such shares may be transferred to the account of the acquirer, subject to the acquirer complying with requirements specified in sub-regulation (2).] (3) The acquirer shall complete the acquisitions contracted under any agreement attracting the obligation to make an open offer not later than twenty-six weeks from the expiry of the offer period: Provided that in the event of any extraordinary and supervening circumstances rendering it impossible to complete such acquisition within such period, the Board may for reasons to be published, may grant an extension of time by such period as it may deem fit in the interests of investors in securities and the securities market. ************** NOTES:- 1 Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2015, w.e.f. 24-03-2015. 2 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 one hundred per cent of the . 3 Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013. 4. Omitted vide Notification No. SEBI/LAD-NRO/GN/2020/20 dated 01-07-2020 before it was read as other than through bulk deals or block deals, 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/60 dated 06-12-2021 before it was read as Provided that in case of an offer made under sub-regulation (1) of regulation 20, pursuant to a preferential allotment, the offer shall be completed within the period as provided under sub-regulation (1) of regulation 74 of Securities and Exchange Board of India (Issue of Capital and Disclosure) Regulations, 2009. 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/60 dated 06-12-2021 before it was read as regulations 3, 4 or 5 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/60 dated 06-12-2021 before it was read as sub-regulation (1) regulation 18 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/60 dated 06-12-2021 9. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/98 dated 09-11-2022 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/98 dated 09-11-2022