OPEN OFFER PROCESS

APPOINTMENT OF MERCHANT BANKER

OPEN DEPOSITORY ACCOUNT
(for shares to be tendered)
PUBLIC ANNOUNCEMENT
(need to inform stock exchange)
OPEN ESCROW ACCOUNT
(deposit consideration security)
DETAILED PUBLIC STATEMENT (DPS)
(information in English, Hindi & regional newspapers)
(copy to SEBI, stock exchange, RoC)

PROCEDURE OF OPEN OFFER

* FILE DRAFT LETTER OF OFFER (DLO) WITH SEBI

* MANAGER OF OPEN OFFER TO SUBMIT A DILIGENCE
CERTIFICATE TO SEBI
COMPETING OFFER (if any)
SEBI TO PROVIDE COMMENTS
DISPATCH FINAL LETTER OF OFFER TO SHAREHOLDERS
WHOSE NAME IS ON THE REGISTER
UPWARD REVISION OF SHARES OFFERED/PRICE
INTIMATION OF UPWARD REVISION
(public announcement in the same newspapers in which the DPS
was published along with copies to SEBI, stock exchange and RoC)

Not later than 2 WD

prior to DPS

Within 5 WD of DPS

Within 15 WD of Public
Announcement
Within 15 WD of receipt
of DLO
Within 7 WD of receiving
comments or expiry of 15 WD
Any number of times anytime
until 3 WD of stat of Tendering
Period

COMMENTS ON OFFER BY INDEPENDENT DIRECTORS

2 WD prior to start of
Tendering Period

ADVERTISEMENT OF SCHEDULE OF ACTIVITIES

(details and disclosure of acquisitions)

1 WD prior to start of
Tendering Period

COMMENCEMENT OF TENDERING PERIOD

CLOSURE OF TENDERING PERIOD
POST OFFER ADVERTISEMENT
(number of shares accepted, price paid etc.)
OPEN SPECIAL ESCROW ACCOUNT
(transfer aggregate consideration parable to special escrow a/c)
COMPLETE ALL PAYMENTS
MERCANT BANKER TO RELEASE REMAINING FUNDS

Understanding Takeover Code [CDS01/2014]

Centre for Business and Commercial Law

Within 12 WD from receipt of

comments from SEBI on DLO
Offer has to be open for 10 WD

Within 5 WD of closure
of Tendering Period
Within 10 WD of expiry
of Tendering Period
Within 10 WD of expiry
of Tendering Period