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FAQs on Tender Offer


Background:

A tender offer is a bid to purchase some or all equity shares of shareholders in a corporation. Tender offers are typically made publicly and invite shareholders to sell their shares for a specified price and within a particular time frame.

SEBI (Buy Back of Securities) Regulations, 1998 (hereinafter referred to as “Buy Back Regulations”), SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as "Takeover Regulations"), SEBI (Delisting of Equity Shares) Regulations, 2009 were amended from time to time to facilitate tendering of shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified by the SEBI.

Tender Offer mechanism is applicable to following 3 types of Issues:

  1. Buy Back
  2. Delisting
  3. Takeover

Members who are enabled in Capital Market Segment can participate in Tender Offer. For creation of admin users, members may send request to email id msm@nse.co.in mentioning the following details

 

Member Code

Member Name

Member Admin Mobile Number

Member Admin e-mail id

Members have to ensure that compliant UCC of self (PRO) and it’s clients are updated in Unique Client Identification (UCI) system a day prior to the Tender Offer bidding session.

Unique Client Code and PAN as updated/made available by member in UCI database shall be validated at the time of order entry.

Members or it’s Clients shall not be able to participate in the bidding session, if the UCC is updated or shall become compliant, on the day of Tender Offer bidding session and accordingly orders shall not be accepted.

Kindly refer circular no. NSE/ISC/52628 dated June 14, 2022, NSE/ISC/52722 dated June 23, 2022 and NSE/CMTR/52776 dated June 29, 2022

A separate Acquisition Window is provided in web based EIPO bidding platform to facilitate placing of sell orders under the tab:  Misc ->Tender tab.

The URL to access the EIPO is as below:

URL: https://eipo.nseindia.com

During order entry, members can enter orders for demat as well as physical shares. For orders for demat shares (except for Custodian Participant orders) early pay-in of securities is mandatory prior to placing of order. For Custodian Participant (CP) orders for demat shares early pay-in is mandatory prior to confirmation of order by custodian. In case of CP orders, the custodians shall either confirm or reject orders not later than  the last day of the offer period. Thereafter, all unconfirmed orders shall be deemed to be rejected. In case of orders for physical shares, verification of physical certificates shall be done by RTA. (Refer Page No 4 of Tender Scheme Circular reference No NSE/CMTR/49411 dated August 26, 2021)

Custodian confirmation of bid/order can be provided upto 3:30 pm daily during bidding session and upto 4.00 pm on the last day.

Yes bids can be entered manually in EIPO Bidding Platform under the tab: Misc-Tender-Add order. The details are mentioned in the NSE Circular reference No NSE/CMTR/49411 dated August 26, 2021

Yes the bulk upload facility is allowed. The file format is available in EIPO Bidding Platform under the tab: Misc-File Format

Sr No

Particulars

Delisting

Takeover

Buy Back

1

Price Parameters

Reverse Book Building

Fixed

Fixed

2

Modification of Bids

Upward till one day prior to issue closure day

Not Allowed

Allowed

3

Cancellation of Bids

Withdrawal allowed one day prior to issue closure day

Not Allowed

Allowed

4

Last day cancellation/modification of bids

Not Allowed

Not Allowed

Allowed


Download FAQs on Tender Offer (.pdf)

Disclaimer:

“This document/FAQ has been drafted in order to ease Member’s/reader’s understanding of the subject matter. The information and/ or content (collectively ‘Information’) provided herein is general information only and NSE has issued detailed circulars to that effect from time to time. While reasonable care has been exercised to ensure that the Information is adequate and reliable, no representation is made by NSE as to its accuracy or completeness and NSE, its affiliates and subsidiaries accept no liability of whatsoever nature for any direct or consequential loss, including without limitation any loss of profits, arising from reliance on this Information. The readers are expected to undertake their own diligence and are advised not to solely rely on this document. Any such reliance shall be at the reader’s own risk. Nothing stated herein shall bind NSE, in any manner whatsoever.”

Updated on: 27/07/2022
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