Manager to the Open Offer: SAST Regulations 12 and 27

The manager to the open offer is the SEBI registered merchant banker an acquirer must put in place before it can announce a takeover offer for a listed Indian company. Regulation 12(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, read in the consolidation last amended on 5 December 2025 (read on 21 September 2026), requires the appointment "prior to making a public announcement", and the merchant banker may not be an associate of the acquirer. Regulation 12(2) then routes the announcement itself through that manager. Chapter IV gives the manager to the open offer its own set of obligations, separate from the acquirer's.

Why must there be a manager to the open offer at all?

Because almost every document a public shareholder sees during a takeover is prepared by the party on the other side of the trade. SEBI's answer is an intermediary that carries its own liability. Regulation 12(1) requires a merchant banker registered with the Board, and rules out an associate of the acquirer, borrowing the definition of "associate" from the SEBI (Merchant Bankers) Regulations, 1992.

The appointment is a precondition, not a formality. Until it is made, the acquirer cannot make the public announcement that starts the clock on the rest of the process described in the open offer timeline.

What are the manager's seven obligations under Regulation 27?

Regulation 27 lists them in order of the offer's life:

1. Before the announcement. Ensure the acquirer is able to implement the offer, and that firm arrangements for funds "through verifiable means" have been made. That phrase is the manager's test, and it is stricter than the acquirer's own duty under Regulation 25(1) to ensure firm financial arrangements exist.
2. On the documents. Ensure the public announcement, the detailed public statement, the letter of offer and the post offer advertisement are "true, fair and adequate in all material aspects, not misleading in any material particular", based on reliable sources with the source stated, and compliant with the regulations.
3. Due diligence certificate. Furnish one to SEBI along with the draft letter of offer filed under Regulation 16.
4. Other intermediaries. Ensure every market intermediary engaged for the offer is registered with SEBI.
5. Standard of care. Exercise diligence, care and professional judgment to ensure compliance.
6. No own-account dealing. Do not deal on his own account in the target's shares during the offer period.
7. Completion report. File a report with SEBI within fifteen working days of the expiry of the tendering period, confirming the status of completion of the open offer requirements.

Obligation 2 is the one that matters most to anyone reading the offer documents: the manager signs up to the accuracy of the same statements the acquirer does under Regulation 25(3).

Where does the manager appear in the takeover record?

At almost every filing point. Regulation 13(4) requires the detailed public statement to be published by the acquirer "through the manager to the open offer", the manager sends a copy of it to SEBI under Regulation 14(4)(i), and it files the draft letter of offer with the fee under Regulation 16(1), and provides SEBI with soft copies of the public announcement, the detailed public statement and the draft letter of offer, which the Board then uploads to its website under Regulation 16(3).

Two further contact points are worth knowing:

• Competing offers. Where there are rival bids, Regulation 26(7)(iii) requires the target's committee of independent directors to send its recommendations to the manager for every competing offer, not just the first one.
• Price adjustments. Regulation 8(9) lets the acquirer adjust the price parameters for corporate actions only "in consultation with the manager to the offer", which puts the manager inside the open offer price calculation rather than beside it.

How to read the manager's role alongside the rest of the filings

The manager's name is on the public announcement, so it is the fastest way to tell a live takeover from a routine disclosure in the exchange feed. From there the trail is the usual one: the acquirer's accumulation in dated SAST disclosures, the escrow the acquirer must fund before the detailed public statement, and the shareholding pattern that shows the stake after the offer settles.

Flock reports those filings with the date each one was published and a link back to the exchange record. What a particular manager to the open offer certified, and what you make of it, is your call. This is not investment advice.