Sebi eases M&A norms for distressed firms

Mumbai: The Securities and Exchange Board of India (Sebi) relaxed some rules on Wednesday to hasten the resolution of stressed assets in bank balance sheets.

The regulator has exempted buyers of shares in distressed companies from the requirement of making an open offer even if the purchase triggers such an event under the takeover code, Sebi announced after its board meeting on Wednesday.

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Under Sebi’s takeover norms, one of the triggers for an open offer is when an entity acquires 25% or more in a listed company. The entity then has to make an offer to buy an additional 26% stake in the company from the public shareholders.

Sebi said it has come across cases where lenders acquired shares in a distressed company but could not sell the stake to a new investor because the takeover norms proved restrictive and reduced the funds available for investment in the stressed firm.

This has triggered the need for additional relaxation, which is at present available only to financial creditors under the Reserve Bank of India’s (RBI’s) strategic debt restructuring (SDR) scheme. Indian banks are currently sitting on stressed assets of Rs10 trillion and last week, RBI identified 12 large accounts where it directed banks to initiate bankruptcy proceedings.

These exemptions, however, will need to be approved by a special resolution (at least 75% shareholders voting in favour). Secondly, the shares bought by the new investor will also be locked in for at least three years, Sebi said.

The regulator said it will grant similar exemptions for those firms which have got their resolution plans approved by the National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code.

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“The new insolvency law allows insolvency professionals a lot of latitude to try different permutations and combinations to unlock the maximum value of a stressed company,” said Sandeep Parekh, founder of law firm Finsec Law Advisors. These would range “from a wipeout of existing equity and issue of new equity to banks to sale of a substantial stake to a strategic investor to a listed spin-off. If each stage of a multi-stage action plan triggers open offers and other Sebi regulatory costs, the unlocking of value to banks of their already distressed assets would come down”.

Secondly, the regulator also relaxed laws which will make it easier for private equity-backed firms to raise funds through new share sales. It has exempted category II alternative investment funds (AIFs) such as private equity and real estate funds from the mandatory one-year lock-in of shares when a company they have invested in goes for an initial public offering. Currently, category I AIFs such as venture capital and infrastructure funds are granted that exemption.

“This would bring about uniformity, ease of doing business and expand the investor base available for capital raising,” the regulator said in a statement.

A third set of announcements were related to proposals that will allow foreign portfolio investors (FPIs) easier access. The regulator said it was planning to allow more regions to grant FPI registration by including countries that have a diplomatic tie-up with India, simplify so-called broad-based requirements and relax ‘fit and proper’ rules.

An FPI is considered to be broad-based if it has at least 20 investors, with none of them holding more than 49%. However, if the broad-based fund has institutional investors, it is not necessary for the fund to have 20 investors, according to existing Sebi norms.

Sebi will soon float a discussion paper to introduce the new FPI norms, said chairman Ajay Tyagi.

However, the regulator continued to be tough on investments through participatory notes (P-notes). On Wednesday, it formalized its proposal (made in a discussion paper in May) to levy a fee of $1,000 on subscribers of offshore derivative investments (which typically involve P-notes).

The regulator said it is also in the process of reviewing norms for the equity derivatives market and plans to release a discussion paper.

“Retail investors are not fully aware of the risks involved in derivatives investment,” said Tyagi.

In the ongoing case of alleged violation of algorithmic trading norms by the National Stock Exchange of India Ltd, the markets regulator said it has issued show-cause notices to 14 key managerial persons of the bourse and will do its own investigation with the help of forensic auditors.

“We have also started an investigation to look into issues of possible connivance between NSE employees and brokers and unfair gains for brokers,” said Tyagi.

EY, which was appointed as the forensic auditor to prepare a report on NSE, will submit its report to Sebi in two weeks, said Tyagi.

Separately, in a circular, Sebi said it has allowed hedge funds to trade in the commodity derivatives market, subject to certain safeguards.

First Published: Thu, Jun 22 2017. 12 56 AM IST

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