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TMI BlogSecurities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2015X X X X Extracts X X X X X X X X Extracts X X X X ..... tions, 2009 , (I) in regulation 2 , in sub-regulation (1), after clause (iv), the following clause shall be inserted:- (iva) promoter group shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; . (II) in regulation 2 , in sub-regulation (2), (i) after the words and symbols 'person acting in concert', 'promoter' word and symbols , 'acquirer' shall be inserted; (ii) the words, symbols and figures Securities and Exchange board of India (Substantial Acquisition of Shares and takeovers) Regulations, 1997 shall be substituted with the words, symbols and figures Securities and Exchange board of India (Substantial Acquisition of Shares and takeovers) Regulations, 2011 . (III) in regulation 4 , (i) after sub-regulation (1), the following sub-regulation shall be inserted, namely:- (1A) No promoter or promoter group shall propose delisting of equity shares of a company, if any entity belonging to the promoter or promoter group has sold equity shares of the company during a period of six months prior to the date of the board meeting in which the delisting proposal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n (1A) of regulation 8 are not sufficient for certification in terms of sub-regulation (1E) of regulation 8, he shall obtain additional details from the board of directors of the company for such longer period as he may deem fit. (1E) Upon carrying out due-diligence as specified in terms of sub-regulation (1D) of regulation 8, the merchant banker shall submit a report to the board of directors of the company certifying the following: (a) the trading carried out by the entities belonging to acquirer or promoter or promoter group or their related entities was in compliance or not, with the applicable provisions of the securities laws; and (b) entities belonging to acquirer or promoter or promoter group or their related entities have carried out or not, any transaction to facilitate the success of the delisting offer which is not in compliance with the provisions of sub-regulation (5) of regulation 4. (ii) in sub-regulation (3), the word 'thirty' shall be substituted with the word 'five'. (V) in regulation 10 ,- (i) in sub-regulation (1), (a) After the word The and before the words promoters of the company , the words acquirers or , shall be inserted; (b) the word upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... applicable. ; (ii) sub-regulation (3) shall be omitted. (XI) in regulation 16, - (i) in sub-regulation (1), after the word the and before the words promoter shall not be , the words acquirer or , shall be inserted; (ii) in sub-regulation (2), (a) after the word the and before the words promoter decides not to accept , the words acquirer or , shall be inserted; (b) in clause (a), after the word the and before the words promoter shall not acquire , the words acquirer or , shall be inserted; (c) in clause (c), after the word the and before the words promoter may close , the words acquirer or , shall be inserted; (d) clause (d) shall be omitted; (iii) sub-regulation (3) shall be omitted. (XII) Regulation 17 shall be substituted with the following, namely:- 17. An offer made under chapter III shall be deemed to be successful only if,- (a) the post offer promoter shareholding (along with the persons acting in concert with the promoter) taken together with the shares accepted through eligible bids at the final price determined as per Schedule II, reaches ninety per cent. of the total issued shares of that class excluding the shares which are held by a custodian and against which deposito ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etails for seeking such exemption and the grounds on which the exemption has been sought. (3) The promoter or the acquirer or the company, as the case may be, shall along with the application referred to under sub-regulation (3) pay a non-refundable fee of rupees fifty thousand, by way of a banker s cheque or demand draft payable in Mumbai in favour of the Board. (4) The Board may after affording reasonable opportunity of being heard to the applicant and after considering all the relevant facts and circumstances, pass a reasoned order either granting or rejecting the exemption or relaxation sought as expeditiously as possible. (XVI) In regulation 27 ,- (i) sub-regulation (1) shall be substituted with following, namely:- (1) Equity shares of a company may be delisted from all the recognised stock exchanges where they are listed, without following the procedure in Chapter IV, if,- a) the company has a paid up capital not exceeding ten crore rupees and net worth not exceeding twenty five crore rupees as on the last date of preceding financial year; b) the equity shares of the company were not traded in any recognised stock exchange for a period of one year immediately preceding the da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s tendered where the corresponding bids placed are at the final price or at a price which is lesser than the final price. The promoter may, if he deems fit, fix a higher final price. An illustration for arriving at the final offer price is given in the table below: Bid price (IRS.) Number of investors Demand (Number of shares) Cumulative demand (Number of shares) 550 5 2,50,000 2,50,000 Final Offer Price 565 8 4,00,000 6, 50,000 575 10 2,00,000 8, 50,000 585 4 4,00,000 595 6 1,20,000 13, 70,000 600 5 1,30,000 605 3 2,10,000 610 3 1,40,000 615 3 1,50,000 20, 00, 000 620 1 5,00,000 48 Assuming floor price of Rs.550/- per share, promoter/ acquirer shareholding at 75% and number of shares required for successful delisting as 15,00,000, the final price would be the price at which the promoter reaches the threshold of 90%, i.e., it would be Rs.600/- per share. U. K. SINHA, Chairman [ADVT.-III/4/Exty./69-ZB/350/14] Footnotes: 1. The SEBI (Delisting of Equity Shares) Regulations, 2009 , were published in the Gazette of India on 10 June, 2009 vide No. LAD-NRO/GN/2009-2010/09/165992. - Notification Tax Management India - taxmanagementindia - taxmanagement - taxmanagementindia.com - TMI - ..... X X X X Extracts X X X X X X X X Extracts X X X X
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