New Sebi rules likely to spur founders to revive delisting offers

For founders, 'listing had become a no-exit' endeavor but with this framework 'both entry and exit will be possible and realistic', said Makarand Joshi, an industry expert

By Chiranjivi Chakraborty and Ashutosh Joshi

India’s capital market regulator on Thursday made it easier for companies to delist, a move that may pave the way for founders to revive such initiatives after recent failures.
 

The Securities and Exchange Board of India approved a fixed-price model where founders can offer to buy back shares from the public at a minimum 15 per cent premium to the fair price. This is an alternative to the reverse booking building process, which often pushed stock prices to “stratospheric levels,” Chairperson Madhabi Puri Buch told reporters in Mumbai. 

This change follows recent failed attempts by some founders to take their companies private due to the surge in their shares prices. In 2020, Vedanta Ltd.’s promoter withdrew a delisting offer after failing to secure a 90 per cent holding even after more than 90 per cent of the shares needed for a successful bid were tendered. 

“The introduction of a fixed price delisting regime is a game changer,” Abhishek Dadoo, partner at Khaitan & Co. said by email. This “is certain to provide a boost to public M&A deal activity,” he said.

Under the new rules, a founder can make a counter offer to shareholders after receiving bids based on the delisting floor price as long as they secure 75 per cent stake in the company. Further, more than half of the public investors should have also tendered their shares, according to SEBI. 

For founders, “listing had become a no-exit” endeavor but with this framework “both entry and exit will be possible and realistic”, said Makarand Joshi, founder of MMJC & Associates, a corporate compliance firm in Mumbai.

Derivatives Boom

SEBI also formed a panel to examine risk management and investor protection in the equity derivatives market. While no time line has been specified for when the working group will submit its report, any changes proposed will be circulated via a discussion paper.

Authorities have repeatedly flagged concerns over the boom in equity derivatives. The notional turnover in the futures and options segment hit $6 trillion in early February, a six-fold surge since the start of 2022, thanks to the participation by millions of retail investors.

“There is a large amount of money going from household savings into unproductive activity,” Buch said. “The numbers are very stark.”

This surge has come despite repeated warnings from SEBI, whose own studies suggested that 90 per cent of active retail traders lose money trading futures and options. 

The Reserve Bank of India Thursday said that it “is imperative to closely monitor risks emerging from this segment and initiate appropriate and proactive policy response”. Last month, Finance Minister Nirmala Sitharaman’s warned that “unchecked retail surge” in derivatives could led to future challenges for the markets and household finances.