Sebi eases rules for buying stake in distressed firms

New Delhi : Markets regulator Sebi has notified relaxed norms for stake purchase in distressed listed companies by lenders, exempting them from making open offers for shareholders.

The relaxation will be subject to certain conditions, including shareholders’ approval of the stake acquisition by way of special resolution. The Sebi decision comes against the backdrop of the government and the Reserve Bank of India stepping up efforts to tackle the menace of bad loans, amounting to over Rs 8 lakh crore.

The regulator has eased the norms for restructuring in stressed companies that are listed on exchanges as well as resolution plans approved under the Insolvency and Bankruptcy Code, Sebi said in a notification dated August 14. The move is aimed at facilitating turnaround of listed companies in distress which will benefit their shareholders and lenders. Currently, relaxations from preferential issue requirements and open offer obligations are available for lenders undertaking restructuring of distressed listed companies under the Strategic Debt Restructuring (SDR) scheme. There have been representations made to Sebi that lenders that have acquired shares and propose to divest them to new investors faced difficulties as the latter have to make an open offer. Such offers further reduce the funds available for investment in the company concerned.

In view of the concerns raised, Sebi has extended the relaxations to new investors acquiring shares in distressed companies pursuant to such restructuring schemes. Such relaxations will be subject to certain conditions like approval by shareholders of the companies by special resolution and lock-in of their shareholding for a minimum three years. “The lock-in of equity shares acquired pursuant to conversion of convertible securities purchased from the lenders shall be reduced to the extent the convertible securities have already been locked-in,” the regulator noted. The special resolution requires approval of at least 75 per cent of a company’s shareholders.

Further, the relaxations will be applicable to the lenders under other restructuring schemes undertaken in accordance with the RBI guidelines

Relaxing norms

Lenders will now be exempted from making open offers to shareholders
Sebi decision comes against the backdrop of the government and RBI stepping up efforts to tackle the menace of bad loans, amounting to over Rs 8 lakh crore
Currently, relaxations from preferential issue requirements and open offer obligations are available for lenders undertaking restructuring of distressed listed companies