Additional Topics ( Chapter 8)
Timelines for counter offer
Public announcement of counter offer by the acquirer
through stock exchange mechanism
Within 2 working days from the date of closure of
reverse book building bidding process -
1
Publication of counter offer public announcement in the within 4 working days from the closure of the re-
same newspapers where the detailed public announce- verse book building bidding process
ment was made
option to withdraw the shares tendered during the re- within 10 working days from the counter offer pub-
verse book building process lic announcement
Dispatch of “Letter of offer for counter offer within 4 working days from the closure of the re-
verse book building bidding process
Opening of counter offer bidding process not later than 7 working days from the date of pub-
lic announcement
closing of counter offer bidding process not later than 5 working days from the opening of
counter offer bidding process
public announcement of success/failure of counter offer not later than 5 working days of the closing of the
in the same newspaper in which detailed public an- counter offer bidding process
nouncement was made
payment of consideration not later than 10 working days from the closing of
counter offer or through the secondary market
settlement mechanism, as the case may be.
Cancellation of outstanding depository receipts
2 After delisting of equity shares from all the recognized stock exchanges having nationwide trading terminals, the
company shall be required to compulsorily cancel all the outstanding depository receipts issued overseas and
change them into the underlying equity shares in the home jurisdiction after termination of the depository receipts
program(s), within 1 year of such delisting.
GUIDELINES FOR COMPULSORY DELISTING
3
1. The recognised stock exchange shall take into account the grounds prescribed in the rules made under the Securi-
ties Contracts (Regulation) Act, 1956 while compulsorily delisting the equity shares of the company.
2. The recognised stock exchange shall take all reasonable steps to trace the promoters of a company whose equity
shares are proposed to be delisted.
3. The recognised stock exchange shall consider the nature and extent of the alleged noncompliance by the company
and the number and percentage of public shareholders who may be affected by such non-compliance.
4. The recognised stock exchange shall take reasonable efforts to verify the status of compliance with the provisions of
the Companies Act, 2013 and the rules and regulations made thereunder, by the company with the office of the con-
cerned Registrar of Companies.
5. The names of the companies whose equity shares are proposed to be delisted and their promoters shall be displayed
in a separate section on the website of the recognised stock exchange. If delisted, the names shall be shifted to an-
other separate section on the website.
6. The recognised stock exchange shall in appropriate cases file prosecutions under relevant provisions of the Securities
Contracts (Regulation) Act, 1956 or any other law for the time being in force against identifiable promoters and di-
rectors of the company for the alleged non-compliances.
7. The recognised stock exchange shall, in appropriate cases, under the applicable provisions of the Companies Act,
2013, file a petition for winding up the company or make a request to the Registrar of Companies to strike off the
name of the company from the register
Delisting of Equity Shares of Companies Listed on Innovators Growth Platform after making an Initial Public Offer
4
A company whose equity shares are listed and traded on the innovators growth platform pursuant to an initial public
offer may be delisted from the innovators growth platform, if –
(a) such delisting is approved by the Board of Directors of the company;
(b) such delisting is approved by the shareholders of the company by a special resolution passed through postal ballot or
e-voting, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to
such resolution. However, the special resolution shall be acted upon only if the votes cast by the majority of public
shareholders are in favour of such exit proposal;
(c) delisting price is based on a floor price determined in terms of regulation 8 of Takeover Regulations, as may be appli-
cable, and an additional delisting premium justified by the acquirer;
(d) the post offer shareholding of the acquirer along with the persons acting in concert with it, taken together with the
shares tendered reaches seventy five per cent of the total issued shares of that class and at least fifty per cent shares
of the public shareholders as on date of the board meeting are tendered and accepted; and
(e) the recognised stock exchange, on which its shares are listed, approves of such delisting.
Question: The equity Shares of XYZ limited have been delisted from the stock exchange. When can an application be
5 made for listing of equity sahres of XYZ limited?
Answer: No application for listing shall be made in respect of equity shares of a company which have been delisted
under Chapter III (Voluntary Delisting) or under Chapter VI (Exit Opportunity in case delisting of equity shares of a
company from all the recognised stock exchanges), for a period of 3 years from the delisting and which have been del-
isted under Chapter V (Compulsory Delisting), for a period of 10 years from the delisting, except the following:
(a) whose equity shares have been delisted pursuant to a resolution plan under section 31 of the Insolvency Code;
(b) whose equity shares are listed and traded on the innovators growth platform pursuant to an initial public offer and
which is delisted from the said platform;
(c) whose equity shares have been delisted in terms of regulation 35 (Delisting of equity shares of small companies)