Sebi eases delisting hurdle

Says 25% shareholders need not participate so long as all were made aware; some changes in other regulations, too

The Securities and Exchange Board of India (Sebi) through a board of directors meeting on Thursday, eased its recently introduced delisting regulations.

The regulator had asked acquirers to garner shares from 25 of every 100 shareholders in a company, irrespective of the amount of stake they held. It has now said this would not be applicable if it can be shown that all shareholders were contacted.

J N Gupta, managing director, Stakeholders Empowerment Services, a proxy advisory firm, said the move was a positive. Proxy advisory firms often advise minority shareholders.

“The earlier requirement of compulsory 25 per cent public shareholder participation made delistings almost impossible...The government and the regulators should now devise ways of incentivising listed companies, so that they are encouraged to remain listed. The incentives could be in the form of lesser taxation or availability of cheap finance,” he said.

“Sebi has reacted to the outcry against mandatory participation by 25 per cent of public shareholders (holding shares in demat form). They have given greater leverage to companies and bankers but expect all public shareholders to be contacted. The practical applicability will now have to be tested,” said Amit Tandon, founder and managing director, Institutional Investor Advisory Services, which also deals with governance issues.

Rules were also clarified for issuance of certain kinds of securities. Partly paid shares to the public or to specific groups of investors through a rights issue will require 25 per cent of the money to be paid upfront. The balance is to be paid in 12 months when the issue size is less than Rs 500 crore.

For warrants, the tenure was changed from 12 months to 18 months. Warrants will also require a 25 per cent upfront payment.

The regulator also made provisions for reissuance of, and introduction of options on debt securities. The move is a bid to improve liquidity in such securities and provide flexibility for their redemption, said Sebi.

It also made steps to change rules for trustees. This included allowing banks and public financial institutions to act as a trustee without obtaining registration, and in enhancing disclosures for securitised debt instruments.

The regulator has given another 18 months for companies listed on regional exchanges to list themselves on bourses with nationwide terminals.