Plasma Ltd. is contemplating making an open offer to acquire shares of Tic Toc Ltd. Director of Plasma Ltd. has approached you to understand that in the event of non-fulfilment of obligations under the SEBI (Substantial

As per the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, the manager to the open offer shall not release the escrow account until the expiry of thirty days from the completion of payment of consideration to shareholders who have tendered their shares in acceptance of the open offer, save and except for transfer of funds to the special escrow account as required under regulation 21 of the Takeover Regulations. In the event of non-fulfilment of obligations under the Takeover Regulations, by the acquirer SEBI may direct the manager to the open offer to forfeit the escrow account or any amounts lying in the special escrow account either in full or in part. The escrow account deposited with the bank in cash shall be released only in the following manner: the entire amount to the acquirer upon withdrawal of offer in terms of regulation 23 of the Takeover Regulations as certified by the manager to the open offer; for transfer of an amount not exceeding ninety per cent of the escrow account, to the special escrow account in accordance with regulation 21 of the Takeover Regulations; to the acquirer, the balance of the escrow account after transfer of cash to the special escrow account on the expiry of thirty days from the completion of payment of consideration to shareholders who have tendered their shares in acceptance of the open offer, as certified by the manager to the open offer; the entire amount to the acquirer upon the expiry of thirty days from the completion of payment of consideration to shareholders who have tendered their shares in acceptance of the open offer upon certification by the manager to the open offer, where the open offer is for exchange of shares or 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; for distribution in the following manner after deduction of expenses, if any, of registered market intermediaries associated with the open offer- one third of the escrow account to the target company; one third of the escrow account to the Investor Protection and Education Fund established under the Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations; and one third of the escrow account to be distributed pro-rata among the shareholders who have accepted the open offer. Accordingly, SEBI may direct the manager to the offer to forfeit the escrow account and the funds may be released in the circumstances mentioned above.