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Mr. Sanjay Asher, Partner M/s. Crawford Bayley & Co. Advocates and Solicitors
Substantive Law
Delisting in India
In force from 10th June 2009 Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (SEBI Delisting Regulations)
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In force from 2003 until 10th June 2009 Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003
Instruments convertible into equity shares sought to be delisted are issued by the company
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DELISTING
VOLUNTARY COMPULSORY SMALL COMPANIES BY OPERATION OF LAW
M/s. Crawford Bayley & Co. 5
Voluntary Delisting
Recognized stock exchanges having nationwide terminals where equity shares of the company are listed (RSE)
Delisting on one or more RSE and remaining listed on at least one RSE
NOT REQUIRED
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REQUIRED
Delisting to be disclosed in the 1st annual report of the company after delisting
Letter of offer
Offer open and Close (Book Building) PA for closure and payment of consideration
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Shall contain all Material information Specified in Schedule I Of the SEBI Delisting Regulations
PUBLIC ANNOUNCEMENT
Specified date for sending Letter of Offer to Shareholders (30 days from date Of PA)
M/s. Crawford Bayley & Co.
Promoter and Merchant Banker responsible for complying with SEBI Delisting Regulations
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Letter of Offer
Promoter to dispatch Letter of Offer no later than 45 working days from date of PA. Letter of Offer to be sent to all public shareholders whose names appear on the register of the company or depository on the specified date. Letter of Offer shall contain all disclosures of PA and such other information as may be necessary. Letter of Offer to be accompanied with bidding form and a form to be used for tendering shares.
M/s. Crawford Bayley & Co. 10
Bidding Period
The date of opening of the Offer shall not be later than 55 days from PA. Offer to remain open for minimum 3 working days and maximum 5 working days. Bidding to take place by a book building process as specified in Schedule II of the SEBI Delisting Regulations. Promoter and persons acting in concert not to participate.
M/s. Crawford Bayley & Co. 11
Price determined on Parameters Average weekly high and low - Highest price paid by Promoter during the 26-week preceding during 26 week period preceding the date of notification to RSE the date of notification to RSE -Others like net worth, EPS, book value of shares M/s. Crawford Bayley & Co. 12
Public Announcement
Letter of offer to be filed no later than 45 days from date of PA
Offer to open no later than 55th day from the date of PA Offer to remain open for minimum 3 and Maximum 5 Days
Donts:
Employ funds of the Company to finance an exit opportunity; Fraud, artifice to fraud, deceit, manipulative polices upon any shareholder or in connection with delisting.
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Compulsory Delisting
COMPULSORY DELISTING
Order passed by RSE under section 21A of the Securities Contracts (Regulation) Act, 1956 Order passed by panel constituted by RSE
Appoint independent valuer for determination of fair value of equity shares Notice by RSE in newspapers and intimate other RSE Company, promoters, whole-time directors and companies promoted by the promoters debarred from accessing (directly/ indirectly) securities market or seek listing for a period of 10 years from date of such delisting
M/s. Crawford Bayley & Co. 15
Exit price offered to shareholders not to be less than as determined by Merchant Banker. M/s. Crawford Bayley & Co.
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Order may be passed by SEBI in respect of status of equity shares of the company
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Thank you
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