Regulation 19A - Floor Price - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

1 [Floor Price 19A (1) The floor price of the equity shares proposed to be delisted through reverse book building process or through fixed price process, as the case may be, shall not be less than the highest of the following: (i) volume weighted average price paid or payable for acquisitions by the acquirer along with persons acting in concert, during the 52 weeks immediately preceding the reference date; (ii) the highest price paid or payable for any acquisition by the acquirer along with persons acting in concert during the 26 weeks immediately preceding the reference date; (iii) adjusted book value (considering consolidated financials) as determined by an independent registered valuer: Provided that adjusted book value shall not be applicable in case of delisting of Public Sector Undertakings. (iv) the volume weighted average market price for a period of 60 trading days immediately preceding the reference date on the stock exchange where the maximum trading volume of the equity shares is recorded, provided such shares are frequently traded; (v) the price determined by an independent registered valuer taking into account valuation parameters such as the book value, comparable trading multiples and any other customary valuation metrics for valuation of shares of companies in the same industry where the shares are not frequently traded. Explanation: The adjusted book-value of the company shall be calculated as below A+B+C+D L, where, A shall be the book value of all the assets (other than jewellery, artistic work, shares securities and immovable property) in the balance sheet as reduced by any amount shown as asset including the unamortised amount of deferred expenditure which does not represent the value of any asset; B shall be the price which jewellery and artistic work would fetch if sold in the open market on the basis of the valuation report obtained from a registered valuer; C shall be the fair market value of unquoted/infrequently traded shares and securities as determined considering the internationally accepted valuation methods by the registered valuer. If the shares and securities are quoted and frequently traded on any recognized stock exchange, the fair market value of such shares and securities shall be the transaction value as recorded in such stock exchange as on the valuation date; D shall be the value adopted or assessed or assessable by any authority of the Government for the purpose of payment of stamp duty in respect of the immovable property. In case immovable property is located outside India, market value of the property shall be determined by the independent registered valuer; L shall be the book value of liabilities shown in the balance sheet, but not including the following amounts, namely: the paid-up capital in respect of equity shares; the amount set apart for payment of dividends on preference shares and equity shares where such dividends have not been declared before the date of transfer at a general body meeting of the company; reserves and surplus, by whatever name called, even if the resulting figure is negative, other than those set apart towards depreciation; any amount representing provisions made for meeting liabilities, other than ascertained liabilities; any amount representing contingent liabilities other than arrears of dividends payable in respect of cumulative preference shares. (2) The reference date for computing the floor price shall be (i) the date of initial public announcement made by the acquirer, if such an announcement was made before the close of market hours; or (ii) the trading day next to the date of the initial public announcement, if such an announcement was made after the close of market hours or on a non-trading day. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification )