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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

Extract

..... to make an offer for delisting of equity shares of the company along with the persons acting in concert in accordance with regulation 5A of the Takeover Regulations as amended from time to time ; or (ii) who is the promoter or part of the promoter group along with the persons acting in concert. c) “Board” means the Securities and Exchange Board of India established under section 3 of the Act; d) “bidding period” means the period within which shareholders may tender their shares in acceptance of the offer for delisting of equity shares of the company made under these regulations; e) “control” shall have the same meaning as assigned to it under the Takeover Regulations as amended from time to time; f) “company” means a company within the meaning of sub-section (20) of section 2 of the Companies Act, 2013 (18 of 2013) and includes a body corporate or corporation established under any enactment for the time being in force, whose equity shares are listed on a recognised stock exchange; g) “compulsory delisting” means delisting of equity shares of a company by a recognised stock exchange under Chapter V of these regulations; h) .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... tor or as a partner of a Peer Reviewed Practice Unit , holding a valid certificate of peer review issued by the Institute of Company Secretaries of India; t) “public shareholding” shall have the same meaning as assigned to it under rule 2(e) of the Securities Contracts (Regulation) Rules, 1957 as amended from time to time and “public shareholders” shall be construed accordingly; u) “persons acting in concert” shall have the same meaning as assigned to it under the Takeover Regulations as amended from time to time; v) “promoter” shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time; w) “promoter group” shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time; x) “recognised stock exchange” means any stock exchange that has been granted recognition under section 4 of Securities Contracts (Regulation) Act, 1956 (42 of 1956) as amended from time to time .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... not be less than the price, by whatever name called, at which a promoter or any entity belonging to the promoter group or any other shareholder, directly or indirectly, is provided an exit opportunity: Provided further that the details of delisting of such shares along with the justification for the exit price in respect of the proposed delisting shall be disclosed to the recognized stock exchange(s) where the shares are listed within one day of approval of the resolution plan under section 31 of the Insolvency Code. Conditions for delisting 4. (1) Neither any company shall apply for nor any recognised stock exchange shall permit delisting of equity shares of a company:- (a) unless a period of three years has elapsed since the listing of that class of equity shares on any recognized stock exchange; (b) if any instrument issued by the company, which is convertible into the same class of equity share(s) that is sought to be delisted, is outstanding; (c) pursuant to a buyback of equity shares by the company, including a buyback pursuant to consolidation or division of all or part of the equity share capital of the company, unless a period of six months has elapsed from the date of co .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... der the provisions of regulation 5 of these regulations shall - (a) obtain the prior approval of its Board of Directors; (b) make an application to the relevant recognised stock exchange(s) for delisting its equity shares; (c) issue a public notice of the proposed delisting from the relevant stock exchange(s) in at least one English national newspaper with wide circulation, one Hindi national newspaper with wide circulation in their all India editions and one vernacular newspaper of the region where the relevant stock exchange(s) is located; (d) disclose the fact of delisting in its first annual report post delisting. (2) The public notice issued under clause (c) of sub-regulation (1) shall mention the name(s) of the recognised stock exchange(s) from which the equity shares of the company are intended to be delisted, the reasons for such delisting and the fact of continuation of listing of equity shares on the recognised stock exchange(s) having nationwide trading terminals. (3) An application for delisting made under clause (b) of sub-regulation (1) shall be disposed of by the recognised stock exchange(s) within a period not exceeding thirty working days from the date of receipt o .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... to such Company Secretary for carrying out duediligence:- (a) the details of buying, selling and dealing in the equity shares of the company by the acquirer or its related entities during the period of two years prior to the date of board meeting held to consider the proposal for delisting, including the details of the top twenty five shareholders, for the said period; (b) the details of off-market transactions of all the shareholders mentioned in clause (a) for a period of two years; (c) any additional information, including the information mentioned in clauses (a) and (b) for a longer period of time, sought by the Company Secretary if the Company Secretary is of the opinion that the information provided under clauses (a) and (b) is not sufficient for providing the certification in terms of sub-regulation (3). (3) After obtaining the information from the Board of Directors of the company under sub-regulation 2, the Company Secretary shall carry out the due-diligence and submit a report to the Board of Directors of the company certifying that the buying, selling and dealing in the equity shares of the company carried out by the acquirer or its related entities and the top twenty fi .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... regulatory approval, whichever is later. (2) The application seeking in-principle approval for the delisting of equity shares shall be accompanied by an audit report as required under regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 in respect of the equity shares sought to be delisted, covering a period of six months prior to the date of the application. (3) Such application seeking in-principle approval for the delisting of the equity shares shall be disposed of by the recognised stock exchange within a period not exceeding, fifteen working days from the date of receipt of such application that is complete in all respects. (4) The recognised stock exchange shall not unfairly withhold such an application, but may require the company to satisfy or inform it as regards - (a) compliance with regulations 10 and 11 of these regulations; (b) resolution of investor grievances by the company; (c) payment of listing fees due to the recognised stock exchange; (d) compliance with any provision of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to t .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... the offer or a combination of both. (6) Where the escrow account consists of a deposit with a Scheduled Commercial Bank, the acquirer shall, while opening the account, authorize the Manager to the offer to make fund transfers through electronic mode or such other mode permitted by the Reserve Bank of India, and to instruct the bank to issue banker’s cheques or demand drafts for the amount lying to the credit of the escrow account, for the purpose(s) mentioned in these regulations, and the amount in such account, if any, remaining after full payment of consideration for the equity shares tendered in the delisting offer and those tendered under sub-regulation (1) of regulation 26 of these regulations shall be released to the acquirer. (7) Where the escrow account consists of a bank guarantee, such bank guarantee shall be valid till payments are made in respect of all shares tendered under sub-regulation (1) of regulation 26 of these regulations. (8) In case of failure of the delisting offer, ninety nine percent of the amount lying in the escrow account shall be released to the acquirer within one working day from the date of public announcement of such failure. (9) The remaini .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... y be necessary for the shareholders to take an informed decision. (5) The public shareholders shall have the right to inspect all the documents as referred in the letter of offer and the Manager to the offer shall facilitate the inspection. (6) The letter of offer shall be accompanied with a Form for the use of public shareholders for the purpose of either creating a lien or tendering the physical shares, as the case may be. (7) An eligible public shareholder may participate in the offer for the delisting of equity shares and make bids even without receiving the Form or letter of offer and such shareholder may tender shares in the manner specified by the Board in this regard. Bidding mechanism 17. (1) The bidding period shall start not later than seven working days from the date of the detailed public announcement and shall remain open for five working days. (2) The acquirer shall facilitate tendering of shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified by the Board. (3) The Manager to the offer shall ensure that the outcome of the reverse book building process is announced within two hours of the closure of the bidding period. .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... (2). (5) The acquirer shall also have the option to revise the indicative price upwards before the start of the bidding period and the same shall be duly disclosed to the shareholders. (6) The acquirer may, if it deems fit, pay a price higher than the discovered price determined in terms of sub-regulation (1). Minimum number of equity shares to be acquired 21. An offer made under Chapter III of these regulations or a counter offer made by the acquirer in terms of sub-regulation (4) of regulation 22 of these regulations, as the case may be, shall be deemed to be successful if,- (a) the post offer shareholding of the acquirer, along with the shares tendered / offered by public shareholders accepted as eligible bids at the discovered price or the counter offer price, as the case may be, reaches ninety percent of the total issued shares of that class excluding the following: (iv) shares held by custodian(s) against which depository receipts have been issued overseas; (v) shares held by a Trust set up for implementing an Employee Benefit scheme under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (vi) shares held by inactive shareholders su .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... ered to have failed under the following circumstances:- (a) the minimum number of shares are not tendered / offered as provided under clause (a) of regulation 21 of these regulations. Explanation,- If a counter offer has been made by the acquirer in terms of sub-regulation (4) of regulation 22 of these regulations, the failure of the said counter offer shall be considered in accordance with clause (a); or (b) the price discovered through the reverse book building process is rejected by the acquirer. (2) In case of failure of the delisting offer, (a) the equity shares tendered / offered in terms of Schedule II or Schedule IV of these regulations as the case may be, shall be released- (i) on the date of disclosure of the outcome of the reverse book building process under sub-regulation (3) of regulation 17 of these regulations if the minimum number of shares as provided under clause (a) of regulation 21 of these regulations are not tendered / offered; (ii) on the date of making public announcement for the failure of the delisting offer under sub-regulation (4) of regulation 17 of these regulations if the price discovered through the reverse book building process is rejected by the ac .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... case may be, the payment shall be made within five working days from the date of the public announcement under sub-regulation (4) of regulation 17 of these regulations. (2) The acquirer shall be liable to pay interest at the rate of ten percent per annum to all the shareholders, whose bids have been accepted in the delisting offer, if the price payable in terms of sub-regulation (1) is not paid to all the shareholders within the time specified thereunder: Provided that in case the delay was not attributable to any act or omission of the acquirer or was caused due to the circumstances beyond the control of the acquirer, the Board may grant waiver from the payment of such interest. Final application to the stock exchange after successful delisting 25. (1) Within five working days from the date of making the payment to the public shareholders in terms of regulation 24 of these regulations, the acquirer shall make the final application for delisting to the relevant recognized stock exchange(s) in the Form specified by such stock exchange(s) from time to time. (2) The final application for delisting shall be accompanied with necessary details / information, as the recognised stock excha .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... ls of public shareholders who availed the exit opportunity during the quarter. (2) The stock exchange(s) shall monitor the compliance of sub-regulation (1). Obligations of the company 28. (1) Upon receipt of the detailed public announcement, the Board of Directors of the company shall constitute a Committee of independent directors to provide reasoned recommendations on the delisting offer. (2) The Committee of independent directors shall provide its written reasoned recommendations on the proposal for delisting of equity shares to the Board of Directors of the company and in relation thereto, the Committee may also seek external professional advice at the expense of the company. (3) The Committee of independent directors, while providing reasoned recommendations on the delisting proposal, shall disclose the voting pattern of the meeting in which the said proposal was discussed. (4) The company shall publish such recommendations of the Committee of independent directors, along with the details of the voting pattern, at least two working days before the commencement of the bidding period, in the same newspapers in which the detailed public announcement of the offer for delisting of .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... cting in concert with it shall be jointly and severally responsible for the fulfilment of the applicable obligations under these regulations. (4) The acquirer shall ensure to acquire the shares offered by the remaining public shareholders at the same price at which the equity shares had been delisted for a minimum period of one year. (5) No acquirer or persons acting in concert with it shall sell shares of the company during the delisting period. Cancellation of outstanding depository receipts 31. After delisting of equity shares from all the recognized stock exchanges having nationwide trading terminals, the company shall be required to compulsorily cancel all the outstanding depository receipts issued overseas and change them into the underlying equity shares in the home jurisdiction after termination of the depository receipts program(s), within one year of such delisting. CHAPTER V COMPULSORY DELISTING Compulsory delisting by a stock exchange 32. (1) A recognised stock exchange may, by a reasoned order, delist equity shares of a company on any ground prescribed in the rules made under the Securities Contracts (Regulation) Act, 1956 (42 of 1956): Provided that no order shall be .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... sting; and (c) upload a copy of the said order on its website. (6) The provisions of Chapter IV of these regulations shall not be applicable to a compulsory delisting made by a recognised stock exchange under this Chapter. Rights of public shareholders in case of compulsory delisting 33. (1) Where the equity shares of a company are delisted by a recognised stock exchange under this Chapter, the recognised stock exchange shall appoint an independent valuer(s) who shall determine the fair value of the delisted equity shares. (2) The recognised stock exchange shall form a Panel of expert valuers and from the said Panel, the valuer(s) for the purposes of sub-regulation (1) shall be appointed. (3) The value of the delisted equity shares shall be determined by the valuer(s) having regard to the factors mentioned in sub-regulation (2) of regulation 20 of these regulations. (4) The promoter(s) of the company shall acquire the delisted equity shares from the public shareholders by paying them the value determined by the valuer, within three months of the date of delisting from the recognised stock exchange, subject to the option of the public shareholders to retain their shares. (5) The pro .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... ) the company has a paid up capital not exceeding ten crore rupees and net worth not exceeding twenty five crore rupees as on the last date of preceding financial year; (b) the number of equity shares of the company traded on each such recognised stock exchange during the twelve calendar months immediately preceding the date of board meeting held for consideration of the proposal referred to in sub-regulation (4) of regulation 10 of these regulations is less than ten per cent of the total number of shares of the company: Provided that where the share capital of a particular class of shares of the company is not constant throughout such period, the weighted average of the shares of such class shall represent the total number of shares of such class of the company; (c) the company has not been suspended by any of the recognised stock exchanges having nationwide trading terminals for any non-compliance in the preceding one year. (2) Delisting of equity shares may be made under sub-regulation (1) only if, in addition to fulfilment of the requirements of regulations 10 and 11 of these regulations, the following conditions are fulfilled:- (a) acquirer(s) appoints a Manager to the offer a .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... f companies listed on innovators growth platform after making an initial public offer 36. (1) The provisions of these regulations, shall mutatis mutandis apply to delisting of equity shares of a company listed on innovators growth platform after making a public issue, subject to the provisions of sub-regulation (2). (2) A company whose equity shares are listed and traded on the innovators growth platform pursuant to an initial public offer may be delisted from the innovators growth platform, if - (a) such delisting is approved by the Board of Directors of the company; (b) such delisting is approved by the shareholders of the company by a special resolution passed through postal ballot or e-voting, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution: Provided that the special resolution shall be acted upon only if the votes cast by the majority of public shareholders are in favour of such exit proposal; (c) delisting price is based on a floor price determined in terms of regulation 8 of Takeover Regulations, as may be applicable, and an additional delisting premium justified by the acquirer; (d) the post offer s .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... ; g) no adverse orders have been passed by the Board in the past 3 years against the listed holding company and the listed subsidiary company; h) no further restructuring shall be undertaken by the listed holding company for a period of 3 years from the date of the Order of the Court or Tribunal approving the scheme of arrangement; i) the equity shares of the listed subsidiary so delisted, shall not be allowed to seek relisting for a period of three years from the date of delisting and such relisting shall be in terms of sub-regulation (3) and (4) of regulation 40 of these regulations; and, j) the valuation of shares of the listed subsidiary per share shall not be less than sixty days volume weighted average price. Explanation,- The reference date for computing the volume weighted average price would be the date on which the recognized stock exchange(s) was required to be notified of the board meeting in which the delisting proposal of the subsidiary was considered and approved. Part - D SPECIAL PROVISIONS FOR DELISTING BY OPERATION OF LAW Delisting in case of winding up of a company and de-recognition of a stock exchange 38. (1) In case of winding up proceedings of a company whose .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... plication or interpretation of these regulations, the Board may issue clarifications and guidelines from time to time. Power to relax strict enforcement of the regulations. 42. (1) The Board may, in the interest of investors or for the development of the securities market, relax the strict enforcement of any requirement of these regulations, if the Board is satisfied that- a) the requirement is procedural in nature; or b) any disclosure requirement is not relevant for a particular class of industry or company; or c) the non-compliance was caused due to factors beyond the control of the acquirer. (2) For seeking relaxation under sub-regulation (1), the acquirer or the company shall file an application with the Board, supported by a duly sworn affidavit, providing details of such relaxation of the regulations and the grounds on which the relaxation has been sought. (3) The acquirer or the company, as the case may be, shall along with the application referred to under sub-regulation (2) pay a non- refundable fee of rupees one lakh, by way of direct credit in the bank account through electronic modes including payment gateways or such other mode allowed by the Reserve Bank of India. (4 .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... ge, obligation, liability, penalty, forfeiture or punishment as aforesaid, shall remain unaffected as if the repealed regulations had never been repealed; (c) nothing contained in clause (a) shall apply to any delisting offer in respect of which a public announcement has been made under the repealed regulations, and such delisting offer shall be required to be continued and completed under the repealed regulations. (3) subsequent to the repeal of Securities and Exchange Board of India (Delisting of equity shares) Regulations, 2009, any reference thereto in any other regulations, guidelines or circulars issued by the Board shall be deemed to be a reference to the corresponding provisions of these regulations. SCHEDULE I See regulation 15(2) CONTENTS OF THE DETAILED PUBLIC ANNOUNCEMENT 1. The floor price and the offer price and how they were arrived at. 2. The indicative price, if any, given by the acquirer. 3. The dates of opening and closing of the bidding period. 4. The name of the stock exchange from which the equity shares are sought to be delisted. 5. The manner in which the delisting offer can be accepted by the shareholders. 6. Disclosure regarding the minimum acceptance cond .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... nterest of the shareholders. 20. Name of compliance officer of the company. SCHEDULE II See regulation 20(1) THE REVERSE BOOK BUILDING PROCESS 1. The reverse book building process shall be made through an electronically linked transparent facility and the acquirer shall enter into an agreement with a stock exchange for this purpose. 2. The detailed public announcement and letter of offer shall be filed without delay with the stock exchange mentioned in clause 1 and such stock exchange shall forthwith post the same on its website. 3. The minimum number of bidding centres shall be: (a) the four metropolitan centres situated at Mumbai, Delhi, Kolkata and Chennai; (b) such cities in the region in which the registered office of the company is situated, as are specified by the stock exchange mentioned in clause 1. 4. There shall be at least one electronically linked computer terminal at all bidding centres. 5. The shareholders may withdraw or revise their bids upwards not later than one day before the closure of the bidding period. Downward revision of bids shall not be permitted. 6. The acquirer shall appoint ‘trading members’ at the bidding centres, whom the public sharehol .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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..... otection Fund account and shares held in terms of sub-regulation (4) of regulation 39 read with Schedule VI of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. 14. An illustration for arriving at the discovered price is given in the table below: Bid price (₹) Number of Investors Demand (Number of shares) Cumulative demand (Number of shares) 550 5 2,50,000 2,50,000 565 8 4,00,000 6,50,000 575 10 2,00,000 8,50,000 585 4 4,00,000 12,50,000 595 6 1,20,000 13,70,000 → Final Offer Price 600 5 1,30,000 15,00,000 605 3 2,10,000 17,10,000 610 3 1,40,000 18,50,000 615 3 1,50,000 20,00,000 620 1 5,00,000 25,00,000 Total 48 25,00,000 Not applicable Assuming floor price of ₹550/- per share, shareholding of the acquirer at 75% and number of shares required for successful delisting as 15,00,000, the discovered price would be the price at which the acquirer reaches the threshold of 90%, i.e., it would be ₹600/- per share. SCHEDULE III See regulation 32 (4) GUIDELINES FOR COMPULSORY DELISTING 1. The recognised stock exchange shall take into account the grounds prescribed in the rules made under the Securities Contracts .....

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Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - SEBI/LAD-NRO/GN/2021-25 - SEBI

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