9911796707
TMI BlogSecurities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024.X X X X Extracts X X X X X X X X Extracts X X X X ..... offers whose initial public announcement is made on or after the date of coming into force of these regulations: Provided further that an acquirer may make the delisting offer in terms of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 as they existed before the coming into force of these regulations till the sixtieth day from the date of publication of these regulations in the official gazette. 3. In the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, ─ I. in regulation 2, in sub-regulation (1), i. after clause (l), the following clause shall be inserted, namely,- "la) "fixed delisting price" means the fixed price offered by the acquirer for undertaking delisting of the equity shares of the company through fixed price process;" ii. the existing clause (m) shall be substituted by the following clause, namely,- "(m) "floor price" means the minimum price offered by the acquirer in terms of regulation 19A of these regulations, while making the proposal for voluntarily delisting of the equity shares of the company;" iii. after clause (r), the following clause shall be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , the words and symbols "or the fixed price process, as the case may be," shall be inserted; 2. after the words "bidding period" and before the symbol ".", the words "or the tendering period" shall be inserted; v. the exiting sub-regulation (4) shall be substituted by the following sub-regulation, namely,- "(4) The acquirer through the Manager to the offer shall, within two working days from the closure of the bidding period or the tendering period, make a public announcement in the same newspapers in which the detailed public announcement under sub-regulation (1) of regulation 15 of these regulations was made, of the success or failure of the fixed price delisting process or the reverse book building process and also disclose the discovered price accepted by acquirer, in the event of success of the reverse book building process." IV. in regulation 19, i. in the marginal heading, the words "reverse book building process" shall be substituted by the words "delisting process"; ii. in sub-regulation (1), a) the word "Public" shall be substituted by the words "The public"; b) after the words "participate in the" and before the words "reverse book building process", the w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... registered valuer; 'C' shall be the fair market value of unquoted/infrequently traded shares and securities as determined considering the internationally accepted valuation methods by the registered valuer. If the shares and securities are quoted and frequently traded on any recognized stock exchange, the fair market value of such shares and securities shall be the transaction value as recorded in such stock exchange as on the valuation date; 'D' shall be the value adopted or assessed or assessable by any authority of the Government for the purpose of payment of stamp duty in respect of the immovable property. In case immovable property is located outside India, market value of the property shall be determined by the independent registered valuer; 'L' shall be the book value of liabilities shown in the balance sheet, but not including the following amounts, namely:-- * the paid-up capital in respect of equity shares; * the amount set apart for payment of dividends on preference shares and equity shares where such dividends have not been declared before the date of transfer at a general body meeting of the company; * reserves and surplus, by whatever name called, even if ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... price" and before the words "is higher than", the words "pursuant to reverse book building process" shall be inserted; ii. the existing sub-regulations (4) and (5) shall be substituted by the following sub-regulations, namely, "(4) In case of delisting through reverse book building process; a counter-offer may be made by the acquirer to the public shareholders, provided - i. the post-offer shareholding of the acquirer, along with the shares tendered by public shareholders, is not less than seventy-five percent; and ii. not less than fifty percent of the public shareholding has been tendered. (4A) The counter-offer in terms of sub-regulation (4) may be made within two working days of the closure of the bidding period and thereafter the acquirer shall ensure compliance with the provisions of these regulations in accordance with the timelines provided in Schedule IV of these regulations. (5) The counter offer price shall not be less than the higher of-. i. volume weighted average price of the shares tendered/offered in the reverse book building process; and ii. the indicative price, if any, offered by the acquirer. Explanation-If the cumulative shareholding of the ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time." XIII. after regulation 38, the following regulation shall be inserted namely,- "Part-E SPECIAL PROVISIONS FOR DELISTING OF INVESTMENT HOLDING COMPANY Delisting of equity shares of a listed investment holding company pursuant to a scheme of arrangement 38A (1) Nothing contained in these regulations shall apply to the delisting of equity shares of an investment holding company, pursuant to a scheme of arrangement by an order of a Court or Tribunal. (2) Delisting of equity shares made under sub-regulation (1) shall be undertaken, in the following manneri. i. the listed investment holding company shall transfer the equity shares (value as calculated on a net of pro-rata liabilities) held by it in other listed companies, to its public shareholders in proportion to their shareholding; ii. the listed investment holding company shall make payment in cash (value as calculated on a net of pro-rata liabilities) in exchange for the underlying shares or investments made by such investment holding company in unlisted companies and other assets, if any, to its public sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l have been listed for not less than 3 years and shall not be suspended at the time of taking this route; viii. no adverse orders have been passed by the Board against the listed investment holding company and their promoters or promoter group in the last three years; and ix. the equity shares of the listed investment holding company so delisted, shall not be permitted to seek relisting for a period of three years from the date of delisting: Provided that such relisting shall be in terms of sub-regulation (3) and (4) of regulation 40 of these regulations. (4) The delisting of the equity shares of an investment holding company shall also be subject to the compliance with any requirement specified by any financial sector regulator with whom such investment holding company is regulated." BABITHA RAYUDU, Executive Director [ADVT.-III/4/Exty./526/2024-25] Footnotes: 1. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 were published in the Gazette of India on June 10, 2021 vide No. SEBI/LAD-NRO/GN/2021-25. 2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 were subsequently amended on, - (2) ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
