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The Securities Appellate Tribunal has passed an order in favour of cancer drugmaker Fresenius Kabi Oncology Ltd, that will allow the firm to delist from the bourses without any conditions.
Passing the order on Tuesday, SAT Presiding Officer J.P. Devadhar noted, “Delisting of a listed company is the company’s prerogative, and as long as the process is carried out within the four corners of law, no authority can interfere with the same without a solid foundation.”
The Indian subsidiary of the Singapore-based healthcare firm had in July 22 this year moved the tribunal against SEBI for imposing conditions on its delisting proposal. The regulator, while approving the delisting proposal, had directed the company to consider its promoter shareholding prior to its Offer For Sale in October 2012 to determine the minimum number of shares to be acquired.
The regulator had also directed the company to complete the delisting process within a three-month timeline.
Fresenius, in its plea had said that SEBI had hiked the threshold limit to 95 per cent from 90 per cent, which was beyond the scope of the delisting regulations. The total promoter holding in the company currently stands at 81 per cent. The guidelines for listed private sector companies cap the promoter shareholding at 75 per cent.
‘Valid & genuine’
According to delisting norms, an offer is considered successful if the post-offer shareholding of promoters crosses 90 per cent of the company’s total share capital, or the aggregate percentage of pre-offer promoter shareholding and 50 per cent of the offer size, whichever is higher.
SAT noted that the reasons given by Fresenius for delisting were “valid and genuine”. However, the tribunal has allowed SEBI to go ahead with its probe into investor complaints against Fresenius Kabi regarding the company’s OFS and take necessary action according to law. SEBI is expected to act and take a decision expeditiously after investigating the complaints so that the appellants are not put to unnecessary delay, the order stated.
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