Saturday, Nov 01, 2014

Sebi proposes new delisting norms

Press Trust of India | Mumbai | Posted: May 9, 2014 10:10 pm

Market regulator Sebi today proposed new delisting norms, including reduced time frame and more broader price discovery mechanism, with a view to making it easier for promoters to delist their companies from stock exchanges.

Sebi’s latest discussion paper on the matter comes against the backdrop of concerns raised by various entities about existing delisting process which at times is also seen as time consuming.

The Securities and Exchange Board of India (Sebi) has mooted ways to bring down the time taken for completion of delisting process. Besides, the watchdog has proposed measures to make price discovery more broad-based to ensure that minority shareholders’ interests are taken care of.

Mooting a significant change, Sebi has proposed that a delisting offer could be deemed successful if the holding of the promoter (or acquirer) reaches 90 per cent post offer.

Under current norms, a delisting offer shall be deemed to be successful if post offer, the shareholding of the promoter reaches 90 per cent or 50 per cent shares of the total offer size is purchased.

“… if there is no requirement of prior approval of the shareholders by special resolution and in-principle approval from stock exchange, it would considerably reduce the timeline to complete delisting process,” Sebi said.

Currently, a delisting process takes about 137 days for completion. As per the discussion paper, the whole process could be completed in about 64 days from the day company informs exchanges or convenes a board meeting in this regard.

“Approval of the shareholders would in any case be evident through their participation or otherwise in the RBB process. Thus, this step may be discontinued.

“… as regards the existing requirement of obtaining in-principle approval from stock exchange(s), the same may no longer be necessary as only compliant companies are proposed to be eligible for delisting,” the discussion paper noted.

To ensure that minority shareholders are adequately compensated, Sebi has proposed changes to existing price discovery mechanism for delisting process.

The Reverse Book Building (RBB) process could be modified by providing due weightage to “collective expectations of minority shareholders who individually may be holding a smaller number of shares”.

Apart from suggesting fixed price mechanism for delisting, Sebi has also said that there could be a “counter offer” process whereby the acquirer is given an option to make a counter offer to public shareholders instead of rejecting the discovered price.

“Minority shareholders’ interest in the delisting process may be better served if there are sufficient safeguards

 

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