Takeover regulations: minimum offer price tied to the date of the public announcement and concluded decision to acquire control.

The definition of "acquirer" under takeover regulations was read broadly to cover a person who agrees to acquire shares, voting rights or control, not only one who has already obtained them. Regulation 12 required a public announcement before acquisition of control, and Regulation 14(3) was treated as governing a decision that would result in future acquisition of control. On the facts, the public announcement and surrounding terms showed a concluded decision on 14-3-2000 to acquire control, so that date fixed the minimum offer price rather than the later effective date of 7-7-2000.

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Issues: Whether the relevant date for determining the minimum offer price under the takeover regulations was the date of the initial public announcement and agreement to acquire control, or the later date on which the acquisition of control became effective.

Analysis: The definition of "acquirer" was construed to include not only a person who has already acquired shares or control, but also a person who agrees to acquire shares, voting rights, or control over the target company. Regulation 12 was read as requiring a public announcement before acquisition of control, and Regulation 14(3) was treated as addressing a decision that would result in future acquisition of control, not merely control already obtained. The court held that the public announcement and the surrounding terms showed a conscious and concluded decision on 14-3-2000 to acquire control, while the later date relied on by the appellants was only the date on which the offer became unconditional or effective.

Conclusion: The relevant date for fixing the minimum offer price was 14-3-2000, and not 7-7-2000, so the challenge to the SEBI and Tribunal orders failed.

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