Open offer disclosure requirements must include acquirer identity, offer price, offer size, conditions and delisting intention.Regulation 15 requires the public announcement to state acquirer and persons acting in concert, sellers if any, the nature and mode of acquisition, the consideration and price per share where applicable, the offer price and mode of payment, offer size and any minimum acceptance conditions, and the acquirer's intention to delist or retain listing with required delisting price disclosures and rationale. The detailed public statement must enable shareholders to make an informed decision and all related communications must not omit relevant information or be misleading. Regulation 15 prescribes the content requirements for the public announcement and related disclosure materials in an open offer under the takeover regime. The public announcement must specify the identity of the acquirer and persons acting in concert, identity of sellers (if any), the nature and mode of the proposed acquisition, the consideration that triggered the open offer and the price per share where applicable, the offer price and mode of payment, the offer size and any conditions as to minimum acceptances, and the acquirer's intention to delist or retain listing. Where delisting is proposed under the specified provision, the proposed open offer price, indicative price and a rationale for the indicative price must be disclosed. The detailed public statement must provide specified information sufficient to enable shareholders to make an informed decision. All public announcements, detailed public statements and associated communications, advertisements, circulars, brochures or letters of offer issued in connection with the acquisition are required not to omit relevant information or contain misleading statements, ensuring completeness and accuracy of disclosure throughout the open offer process. Regulation 15 Contents
OPEN OFFER PROCESS
SEBI
Regulation 15 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Contents. 15. (1) The public announcement shall contain such information as may be specified, including the following,- (a) name and identity of the acquirer and persons acting in concert with him; (b) name and identity of the sellers, if any; (c) nature of the proposed acquisition such as purchase of shares or allotment of shares, or any other means of acquisition of shares or voting rights in, or control over the target company; (d) the consideration for the proposed acquisition that attracted the obligation to make an open offer for acquiring shares, and the price per share, if any; (e) the offer price, and mode of payment of consideration; ^1[****] (f) offer size, and conditions as to minimum level of acceptances, ^2[if any; and] ^3[(g) intention of the acquirer to either delist the target company or retain the listing of the target company. In case of proposed delisting under regulation 5A, the proposed open offer price and indicative price as required under regulation 5A shall be disclosed along with an explanation setting out the rationale and basis for justifying the indicative price.] (2) The detailed public statement pursuant to the public announcement shall contain such information as may be specified in order to enable shareholders to make an informed decision with reference to the open offer. (3) The public announcement of the open offer, the detailed public statement, and any other statement, advertisement, circular, brochure, publicity material or letter of offer issued in relation to the acquisition of shares under these regulations shall not omit any relevant information, or contain any misleading information. *************** NOTES:- 1. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/60 dated 06-12-2021 before it was read as "and" 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/60 dated 06-12-2021 before it was read as "if any." 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/60 dated 06-12-2021 - =============
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