MUMBAI: The Securities and Exchange Board of India today revised its regulations regarding substantial acquisitions and takeovers in order to ease the process for both companies and investors.
Under the current regulations, a company that is acquiring 49 per cent stake in a listed entity and sees its total stake rise over the 75 per cent mark post an open offer has to forcefully reduce its stake below the minimum public shareholding mark.
“Such directionally contradictory transactions in a sequence pose complexity in the takeover of listed companies,” SEBI said in a press statement post its board meeting today.
Under the new revision, a company that sees its shareholding rise above the 75 per cent market post acquisitions and open offer and is desirous of delisting the stock will be allowed to state a delisting price at the outset, which is higher than the open offer price.
Further, SEBI said that if the response to the open offer by the acquirer leads to its shareholding crossing the delisting threshold of 90 per cent then the shareholders who offered their shares in the open offer must be paid the delisting price.
In the event that the response to the open offer does not lead to the acquirer’s shareholding crossing 90 per cent then the shareholders who offered shares in the open offer will only be paid the open offer price.
SEBI has also provided the acquirer who is unable to undertake delisting through the open offer, a 12-month window to initiate a fresh delisting offer. However, if the second delisting attempt fails then the acquirer must trim down its stake below the 75 per cent threshold within 12 months.
In the event that, the acquirer wants the stock to remain a listed entity then it can opt to reduce its shareholding below the 75 per cent threshold proportionally under the share purchase agreement or the open offer size.Internet Explorer Channel Network