SEBI (Delisting of Equity Shares) Regulations, 2015 –“Timelines for Counter Offer Process”

  • SEBI (Delisting of Equity Shares) Regulations, 2015 has been amended to allow promoter(s)/acquirer(s) to make “Counter offer”, in case price discovered through reverse book building is not acceptable to the promoter(s) /acquirer(s).
  • In order to implement the “Counter offer”process and to provide the framework,the“Timelines for Counter Offer Process”is enclosed.
  • Further, public announcement of counter offer shall also disclose the book value per share of the company.
  • Letter of offer for counter offer shall be in the abridged form containing the relevant details pertaining to the counter offer inter-alia including details of the counter offer,activity schedule etc.
  • This circular is issued in exercise of the powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992.


S. No.









Public announcement (PA) of Counteroffer by Promoter(s)/Acquirer(s)   through   stock   exchange mechanism

Within  2  working  days  from the    date of closure  of Reverse Book Building (RBB) bidding process


Publication   of   Counter   offer   PA   in   the   same newspapers where original RBB PA was made


Within   four   working   days from the closure of the RBB bidding process



Option  to  withdraw  the  shares  tendered  during  the RBB process


Within    ten    working    days from the counter offer PA



Dispatch of “Letter of offer for counter offer”

Within   four   working   days from the closure of the RBB bidding process


Opening of Counter offer bidding process

Not later than seven working days from the date of public announcement



Closing of Counter offer bidding process

Counter  offer  bidding open for five working days



Public announcement  of  success/failure  of  Counter offer   in   the   same newspaper   in   which   public announcement under sub-regulation (1) of regulation 10 was made


Not  later  than five working days  of  the  closing  of  the counter offer bidding process


Payment   of   consideration   and   return   of   equity shares

Not  later  than  ten  working days   from   the   closing   of counter offer


Circular Dated: 13-03-2019


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