TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024.
X X X X Extracts X X X X
X X X X Extracts X X X X
....hall be applicable to such delisting offers whose initial public announcement is made on or after the date of coming into force of these regulations: Provided further that an acquirer may make the delisting offer in terms of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 as they existed before the coming into force of these regulations till the sixtieth day from the date of publication of these regulations in the official gazette. 3. In the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, ─ I. in regulation 2, in sub-regulation (1), i. after clause (l), the following clause shall be inserted, namely,- "la) "fixed delisting price" means the fixed price offered by the acquirer for undertaking delisting of the equity shares of the company through fixed price process;" ii. the existing clause (m) shall be substituted by the following clause, namely,- "(m) "floor price" means the minimum price offered by the acquirer in terms of regulation 19A of these regulations, while making the proposal for voluntarily delisting of the equity sha....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... shall be inserted; iv. in sub-regulation (3), - 1. after the words "reverse book building process" and before the words "is announced within two hours", the words and symbols "or the fixed price process, as the case may be," shall be inserted; 2. after the words "bidding period" and before the symbol ".", the words "or the tendering period" shall be inserted; v. the exiting sub-regulation (4) shall be substituted by the following sub-regulation, namely,- "(4) The acquirer through the Manager to the offer shall, within two working days from the closure of the bidding period or the tendering period, make a public announcement in the same newspapers in which the detailed public announcement under sub-regulation (1) of regulation 15 of these regulations was made, of the success or failure of the fixed price delisting process or the reverse book building process and also disclose the discovered price accepted by acquirer, in the event of success of the reverse book building process." IV. in regulation 19, i. in the marginal heading, the words "reverse book building process" shall be substituted by the words "delisting process"; ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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 i....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... accept the equity shares tendered or offered in the delisting offer, if the post-offer shareholding of the acquirer along with the shares tendered by the public shareholders reaches 90 percent at the fixed delisting price, offered by the acquirer." VIII. in regulation 21, in clause (a), after the words "discovered price" and before the words "or the counter offer price", the words "or the fixed price" shall be inserted; IX. in regulation 22, i. in sub-regulation (3), after the words "discovered price" and before the words "is higher than", the words "pursuant to reverse book building process" shall be inserted; ii. the existing sub-regulations (4) and (5) shall be substituted by the following sub-regulations, namely, "(4) In case of delisting through reverse book building process; a counter-offer may be made by the acquirer to the public shareholders, provided - i. the post-offer shareholding of the acquirer, along with the shares tendered by public shareholders, is not less than seventy-five percent; and ii. not less than fifty percent of the public shareholding has been tendered. (4A) The counter-offer in terms of sub-r....
X X X X Extracts X X X X
X X X X Extracts X X X X
....f sub-regulation (1) of regulation 20A of these regulations" shall be inserted; b) in clause (i) thereof, after the words "regulation 22" and before the words "of these regulations", the words "or in terms of fixed price as provided under regulation 20A" shall be inserted; XII. in regulation 37, in sub-regulation (2), after clause (j), the existing Explanation shall be substituted with the following Explanation, namely,- "Explanation -The reference date for computing the volume weighted average price would be the date on which the prior intimation is required to be given to the stock exchanges under regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time." XIII. after regulation 38, the following regulation shall be inserted namely,- "Part-E SPECIAL PROVISIONS FOR DELISTING OF INVESTMENT HOLDING COMPANY Delisting of equity shares of a listed investment holding company pursuant to a scheme of arrangement 38A (1) Nothing contained in these regulations shall apply to the delisting of equity shares of an investment holding com....