“Amount standing in the credit of the Escrow Account created pursuant to the Securities and Exchange Board of India (Substantial Acquisition and Takeover) Regulations, 2011 in case of an open offer, shall not be released

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · June 2024
“Amount standing in the credit of the Escrow Account created pursuant to the Securities and Exchange Board of India (Substantial Acquisition and Takeover) Regulations, 2011 in case of an open offer, shall not be released in any circumstances”. State the exceptions to the statement.

Answer & Explanation:

Securities and Exchange Board of India (Substantial Acquisition and Takeover) Regulations, 2011 (Takeover Regulations) obliges the Acquirer in case of open offer, to open an escrow account with a scheduled bank and deposit an amount equal to twenty-five per cent of the calculated consideration on the first five hundred crore rupees and on the balance consideration at ten per cent. Such escrow account cannot be released except in the following manner: The entire amount to the acquirer upon withdrawal of offer in terms of Regulation 23 of SAST Regulations as certified by the manager to the open offer. An amount not exceeding ninety per cent to the special escrow account in terms of Regulation 21. The balance (after transfer of cash to the special escrow account) to the acquirer but after thirty days after completion of payment to shareholders who have tendered their shares in acceptance of the open offer, as certified by the manager to the open offer as certified by the manager to the open offer. The entire amount to acquirer on expiry of thirty days from the completion of payment of consideration to the shareholders who tendered for exchange of other secured instruments. The entire amount to the manager to the open offer, in the event of forfeiture for non-fulfilment of any of the obligations under these regulations.

Topics: Takeovers

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