NSE/BSE Listed Company for Sale - 100% Digital Process

An open offer letter of a listed company for sale must be at least 26% of the total shares of the target entity.

A voluntary offer is made by a promoter who already holds a minimum of 25% or more, but less than the prescribed limit for the non-public shareholding. Such an acquirer can make a voluntary open offer for at least 10% of the shares.

An open offer is often triggered when the buyer: 1) acquires shares or voting rights more than 25% in the selling company; 2) The offer can also be triggered if the acquirer obtains control of the entity even if the shareholding remains below the 25%; or 3) obtains an additional 2% of the voting agreement with shareholding between 25% and maximum non-public holding limit.

You cannot usually withdraw an open offer unless:

• The statutory approvals required for the company acquisition have been refused by the concerned authorities.
• The sole acquirer of the buying company dies. 

A committee of independent directors provides significant advice and recommendations on the open offer to the public shareholders. Directors also ensure that during the offer period, the company cannot sell material assets, modify its capital, or enter into major contracts prior to the shareholder approvals.

An offer for sale is used by the promoters of NSE/BSE-listed companies who sell their shares via the OFS mechanism of the stock exchanges. Faster process compared to a full business takeover. An OFS allows the sale of shares in a single day.

The primary disclosers include: 1) public announcement upon the signing of the share purchase agreement on the same day; 2) shareholders acquiring more than 5% of the stake must disclose within 2 days; 3) promoters should disclose their shareholding and any encumbrance irrespective of the percentage.

The first step is to connect with us through a virtual meeting. After the initial discussion, our team will review your compliance status, shareholding structure, and the intent/objective behind the sale.
After onboarding, our associates will guide you through the documentation, enhanced insights on the valuation, buyer identification, compliance/due diligence, and liaison/coordination with the SEBI, RBI, NSE, or BSE.

The list of financial documents for the sale of a listed company include: 1) Audited financial statements of the last three to five years; 2) Quarterly results- latest; 3) Auditor reports; 4) Cash flow statements; 5) management accounts; 6) debts schedules; 7) loan agreements; 8) ROC filings; 9) contingent liability statements; and 10) working capital information.

The closing documentation includes: 1) depository transfer confirmations; 2) closing certificates; 3) escrow release documents; 4) resignation letters of the old directors; 5) appointment letters of the new directors; 6) KYC of the new director appointee; 7) updated promoter disclosures; and 8) instructions on the share transfer.

The regulatory paperwork needed for selling an NSE/BSE listed entity in India are as follows: 1) Form I/Form II filing; 2) combination notice; 3) RBI approval for foreign buyers’ 4) FDI reporting Forms; 4) FC-TRS filing; 5) competition commission of India (CCI) approval; 6) pricing compliance certificate; and 7) the sector regulator’s approval.

A reverse merger is mostly used by startups. With this strategy, the buying company obtains the listed entity’s control. The private business merges with the listed company. Subsequently, the owners of the buying private entity become the promoters of the NSE/BSE-listed entity.
The SEBI LODR and ICDR regulations govern the entire process of the reverse merger. The merger helps startups in avoiding the lengthy procedure and provides access to the vast capital market with a significantly lower regulatory burden.

A listed shell company is a public entity listed on the National or Bombay Stock Exchange with minimal operations, a clean compliance history, and low or no liabilities with public shareholding. The buyer purchases the listing status, not the business, with a 30 to 75% promoter stake.
Like a reverse merger, a sale of a listing shell company is used by startups seeking capital without an initial public offering.