SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 have provided multiple ways of discharging the consideration. Comment.
CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · June 2025
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 have provided multiple ways of discharging the consideration. Comment.
Answer & Explanation:
As per the SEBI (SAST) Regulations, 2011 , where an Acquirer along with person acting in concert, crosses the threshold limits prescribed the Takeover Regulations, it makes Public Announcement for the purpose of Open Offer to the shareholders of the Target Company. The acquirer shall complete payment of consideration to the shareholders who have accepted the offer, within a period of 10 working days from the expiry of the tendering period. As per Regulation 9 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 , The offer price may be paid, - in cash; by issue, exchange or transfer of listed shares in the equity share capital of the acquirer or of any person acting in concert; by issue, exchange or transfer of listed secured debt instruments issued by the acquirer or any person acting in concert with a rating not inferior to investment grade as rated by a credit rating agency registered with the Board; by issue, exchange or transfer of convertible debt securities entitling the holder thereof to acquire listed shares in the equity share capital of the acquirer or of any person acting in concert; or 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 opted for receiving the offer price in cash: Provided further that in case of revision in offer price the mode of payment of consideration may be altered subject to the condition that the component of the offer price to be paid in cash prior to such revision is not reduced. The payment of cash consideration shall be made through the escrow account opened prior to the open offer. Any unclaimed balances in the escrow account shall be transferred to the IEPF at the end of 7 years.
Topics: Corporate Restructuring
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