"No acquirer shall acquire shares or voting rights which (taken together with shares or voting rights, if any, held by him or by persons acting in concert with him), entitle such acquirer to exercise fifteen percent or more of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with the Regulations."
"Irrespective of whether or not there has been any acquisition of shares or voting rights in a company, no acquirer shall acquire control over the target company, unless such person makes a public announcement to acquire shares and acquires such shares in accordance with the Regulations."
The difference between these regulations is the control angle. Offer under Regulation (10) would be without the control of the target company while the same under Regulation(12) will entitle the acquirer control over the target company.
Here is how Takeover Code explains the meaning of control :
"Control includes the right to appoint directly or indirectly or by virtue of agreements or in any other manner majority of directors on the Board of the target company or to control management or policy decisions affecting the target company."
- Bharati Shipyard holds around 22% stake in Great Offshore. The open offer size is 20% , priced at 560 and made under regulation 10.
- ABG Shipyard holds around 8.5% stake. The open offer size is 32.5% , priced at 520 and made under regulation 12.
- SEBI has cleared both the offers and both the offers would open and close on the same dates. The shareholders can thus tender their shares in either higher acceptance ratio ( ABG) or higher price ( Bharati) or partially in both the offers.