TMI BlogSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021X X X X Extracts X X X X X X X X Extracts X X X X ..... 1, - I. In regulation 2 , in sub-regulation (1), after clause (f), the following new clause shall be inserted namely, - (fa) Delisting Regulations means the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; II. regulation 5A shall be substituted with the following, namely, - Delisting Offer. 5A. (1) Notwithstanding anything contained in these regulations and the Delisting Regulations, in the event the acquirer makes a public announcement of an open offer for acquiring shares or voting rights or control of a target company in terms of sub-regulation (1) of regulation 3, regulation 4 or regulation 5, the acquirer may seek the delisting of the target company by making a delisting offer in accordance with this regulation: Provided that the acquirer shall have declared his intention to so delist the target company at the time of making such public announcement of an open offer as well as at the time of making the detailed public statement. A subsequent declaration of delisting for the purpose of the delisting offer proposed to be made under sub-regulation (1) shall not suffice: Provided further that if the open offer is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e paid the open offer price. (3) Where a delisting offer made under sub-regulation (1) is not successful: (a) on account of the non receipt of the prior approval of shareholders in terms of regulation 11 of the Delisting Regulations; or (b) on account of non-receipt of the prior in-principle approval of the relevant stock exchange in terms of regulation 12 of the Delisting Regulations; or (c) the threshold as specified under Regulation 21 of the Delisting Regulations is not achieved; the acquirer shall, within two working days in respect of such failure, make an announcement in all the newspapers in which the detailed public statement was made and comply with all the applicable provisions of these regulations in relation to completing of the open offer. (4) Where a competing offer is made in terms of sub-regulation (1) of regulation 20 of these regulations: (a) the acquirer shall not be entitled to delist the target company; (b) the acquirer shall not be liable to pay interest to the shareholders on account of delay due to the competing offer; and (c) the acquirer shall comply with all the applicable provisions of these regulations and make an announcemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation (1) of regulation 3, regulation 4 or regulation 5 and the acquirer has stated upfront his intention to retain the listing of the target company in the public announcement and the detailed public statement issued pursuant to an open offer in accordance with these regulations, the acquirer may alternatively undertake a proportionate reduction of the shares or voting rights to be acquired pursuant to the underlying agreement for acquisition/ subscription of shares or voting rights and the purchase of shares so tendered, upon the completion of the open offer process such that the resulting shareholding of the acquirer in the target company does not exceed the maximum permissible non-public shareholding prescribed under the Securities Contract (Regulation) Rules, 1957: Provided further that in case of a preferential allotment pursuant to a Share Subscription Agreement which may trigger an open offer as envisaged in the above proviso, the Board Resolution and shareholder resolution shall be appropriately worded, so as to include the effective date of allocation/allotment and the quantum thereof. Notwithstanding anything contained in regulation 170 of the Securities and Exchan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an explanation setting out the rationale and basis for justifying the indicative price. VII. In regulation 22 , (a) in sub-regulation (1), the first proviso shall be substituted with the following, namely, - 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. (b) in sub-regulation (1), in the second proviso, the words, symbols and numbers regulation 3, 4 or 5 shall be substituted with the words, symbols and numbers sub-regulation (1) of regulation 3, regulation 4 or regulation 5 ; and the words, numbers and symbols sub-regulation (1) regulation 18 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 shall be substituted with the words, symbols and numbers sub-regulation (4) of regulation 17 of the Delisting Regulations . (c) in sub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of Shares and Takeovers) (Second Amendment) Regulations, 2016 vide No. SEBI/ LADNRO/GN/2016-17/002. j) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide No. SEBI/LAD/NRO/GN/2016-17/037 read with notification dated March 29, 2017 vide No. SEBI/LAD/NRO/GN/2016-17/38. k) August 14, 2017 by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2017 vide No. SEBI/LAD-NRO/GN/2017-18/015. l) June 1, 2018 by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2018 vide No. SEBI/LAD-NRO/GN/2018/20. m) September 11, 2018 by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018 vide No. SEBI/LADNRO/GN/2018/33. n) December 31, 2018 by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2018 vide No. SEBI/LAD-NRO /GN/ 2018/55. o) March 29, 2019 by the Securities and Exchange Board of India (Substantial Acquisition of Sh ..... 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