FIPB to take up Fresenius Kabi's proposal to delist unit

Promoter holds an 81% stake in the Indian firm, compared with a maximum of 75% allowed by Sebi's norms for listed private sector companies

The Foreign Investment Promotion Board (FIPB) will consider the proposal of healthcare firm Fresenius Kabi (Singapore) Pte Ltd to acquire the entire public shareholding of Fresenius Kabi Oncology Ltd (FKOL) through a voluntary delisting offer at its meeting on July 29.

The promoter holds an 81% stake in the Indian firm, compared with a maximum of 75% allowed by Sebi's public shareholding norms for listed private sector companies.

"Immediately upon receipt of FIPB approval and other regulatory approvals, FKSL proposes to make a public announcement of the Delisting Offer and commence the reverse book building process and acquire the shares from the public shareholders of FKOL," legal advisors of Fresenius Kabi Singapore Pte said in a letter to the Finance Ministry earlier this month.

Successful completion of the delisting offer will make FKOL compliant with applicable laws as the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules (SCRR) will no longer be applicable to FKOL, it said.

FKOL, engaged in the business of cancer research and anti-cancer products, is among 105 companies facing Sebi action for not complying with the minimum 25% public holding requirements within the June 3, 2013, deadline.

One of the key regulatory approvals required by FKSL to commence the delisting offer is approval from FIPB.

If the delisting offer is not successful, FKSL will have to take steps to ensure compliance with the SCRR by FKOL, it said.

FKOL had last month approached the Securities Appellate Tribunal (SAT) against market watchdog Sebi's order on minimum shareholding norms and sought permission to delist its shares.

In its order dated June 24, SAT asked Fresenius Kabi to file a representation with Sebi detailing the facts and circumstances regarding its delisting plans.

Sebi had earlier refused permission for the company's delisting plans as it had benefited from a specially designed OFS route for expanding the public float of shares.

While the company had sold a 9% promoter stake through an Offer for Sale (OFS), one of the special routes provided by Sebi to companies for complying with minimum shareholding norms, it later proposed to delist its shares instead of selling a further 6%.

The company has said its decision to get delisted was triggered by certain sudden 'extraneous' events.

The delisting offer has been approved by FKOL's public shareholders and also received in-principle approvals from BSE and NSE on May 30 and June 3, respectively.