Emirates NBD Bank Open Offer for RBL Bank Limited: Corrigendum Details Released

Emirates NBD Bank Open Offer for RBL Bank Limited: Corrigendum Details Released​

RBL Bank Limited received communication regarding a Corrigendum issued by J.P. Morgan India Private Limited, acting as the Manager, concerning the open offer. The open offer is being made by Emirates NBD Bank (P.J.S.C.), the Acquirer, for the acquisition of equity shares of RBL Bank Limited, the Bank.

The Corrigendum, which updates previous announcements, was advertised by the Acquirer in the Financial Express (English -All editions), Jansatta (Hindi -All editions), and Tarun Bharat (Marathi -Kolhapur and Mumbai Editions) on April 12, 2026.

The open offer details include the acquisition of up to 415,586,443 fully-paid-up equity shares of face value of 10 rupees each. The offer price stands at 280.00 Rupees per Equity Share, leading to an aggregate total consideration of INR 116,364,204,040, assuming full acceptance, payable in cash.

The offer represents 26% of the Expanded Voting Share Capital of the Target Company.

Key Updates to Open Offer Terms​

The document details several amendments to the existing Open Offer documents, primarily necessitated by the RBI Acquisition Approval and associated stipulations.

The Corrigendum outlines changes related to the Acquirer's right to nominate non-independent directors on the board of the Target Company. These amendments are subject to applicable law, including Chapter IV of the Reserve Bank of India (Commercial Banks - Governance) Directions, 2025 dated November 28, 2025.

The core amendments affecting the nomination rights are:

• Paragraph 7(iii)(c) of Part II (Background to the Offer) of the Detailed Public Statement is amended to state that the Acquirer shall have the right to nominate all non-independent directors (including with executive directors), with the requirement falling away upon the Acquirer ceasing to hold more than 50% of the share capital (on a fully diluted basis).
• Paragraph A.7(iii)(c) of Part III (Details of the Open Offer) of the Draft Letter of Offer is similarly amended.
• Paragraph A.8 of Part III (Details of the Open Offer) of the Draft Letter of Offer is also amended to reflect this structure.

Required Statutory Approvals Amended​

The definition of 'Required Statutory Approvals' within the key documents has been amended to explicitly include two key approvals:
1. The Target Company obtaining the approval of the RBI.
2. The Target Company's shareholders granting approval, through a special resolution, for the amendment of its articles of association to effect the revised board composition requirements advised by the RBI in its letter dated April 1, 2026.

The filing confirms that the Target Company previously submitted an application to MSE on November 18, 2025, for the surrender of its Stock Broker License. Subsequently, MSE/SEBI approved the Target Company's application for surrender of its trading membership in the currency derivatives segment of MSE via a letter dated March 6, 2026.

The Corrigendum confirms that all other terms, conditions, and contents of the Open Offer, Public Announcement, Detailed Public Statement, SEC Corrigendum, the Draft Letter of Offer, and RSA Corrigendum remain unchanged, subject to these incorporated amendments in the final Letter of Offer.

RBLBANK Stock Price Movement​

On Friday, RBL Bank Limited shares edged higher to close at ₹322.15, marking a 1.04% gain for the trading session. The stock finished the day amid strong investor interest, recording total traded volumes near 5.06 million shares.

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