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| Sebi brings in new delisting norms |
| Press Trust of India / Mumbai Jun 11, 2009, 21:40 IST |
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Market regulator Securities and Exchange Board of India (Sebi) has notified new delisting norms, under which a company could be delisted only if promoter hikes its stake to 90 per cent or acquires at least 50 per cent through a share purchase offer aimed at giving the shareholders an exit opportunity.
Besides, Sebi has framed conditions for the stock exchanges in the cases of compulsory delisting, and has made special provisions for cases related to delisting of small companies and those necessitated due to factors like winding up and derecognition.
Sebi also said that promoters cannot "directly or indirectly" use the company's funds to fund purchase of shares to facilitate an exit opportunity for the shareholders.
The market regulator also said that a company cannot be delisted unless three years have passed since the listing or any instruments convertible into shares are listed. Besides, delisting would not be allowed pursuant to a buyback offer or a preferential allotment made by the company.
For voluntary delisting, where promoters are desirous of delisting the company, Sebi said in a notification, all the public shareholders must be given an exit opportunity.
However, if shares are to remain listed on any recognised national stock exchange despite delisting from one or more other bourses, the exit opportunity need not be required.
Sebi further said that promoters cannot appoint any of their associates as merchant banker for the open offer aimed at facilitating the exit opportunity and the offer price should be determined through a book building process.
However, the promoters would not be bound to accept the price determined in this manner.
Besides, the promoters need to open an escrow account and deposit therein the total estimated amount of consideration, before making the public announcement of the offer.
The promoters would need to despatch the letter of offer to all public shareholders not later than 45 days from the date of announcement. Besides, the date of opening of the offer should not be less than 55 days from the public announcement and the offer should remain open for a minimum of three days and a maximum of five days.
In a special provision for small companies, Sebi said shares of a company with up to Rs 1 crore paid up capital could be delisted from all bourses, if shares have not been traded for one year.
Besides, if a company has 300 or less public shareholders and the paid up value of these shares is not more than Rs 100 crore, the shares could be delisted.
In these cases, the exit price offered to public shareholders should not be less than the price arrived at in consultation with the merchant banker.
For cases of compulsory delisting, Sebi said stock exchanges cannot seek a compulsory delisting unless the concerned company has been given a reasonable opportunity to be heard.
Besides, any such decision can be taken by a panel to be set up by the bourse, consisting of two directors of the bourse (one being a public representative), one representative of the investors, one representative of the Ministry of Corporate Affairs or Registrar of Companies, and the executive director or secretary of the bourse.
The bourse would also have to issue a public notice before any compulsory delisting order against a company and would also have to inform all other bourses where the company was listed.
The exchange would have to appoint an independent valuer (chartered accountant) to determine the fair value of the shares and the promoters would have to acquire the shares from public shareholders by paying them the value such determined.
In the case of a compulsory delisting, the company, its whole-time directors, promoters and the companies promoted by any of them should not directly or indirectly access the market or seek listing of any shares for 10 years.
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