What is a delisting offer? Plain-English guide
A delisting offer is when an acquirer or promoter offers to buy out public shareholders so a listed company can leave the stock exchange and go private. In India it runs under the SEBI (Delisting of Equity Shares) Regulations, 2021. The main route is reverse book building, where public shareholders bid the price at which they are willing to tender, and the offer succeeds only if enough shares come in to lift the acquirer's holding to the threshold SEBI sets.
Definition
A delisting offer
is when an acquirer or promoter offers to buy out public shareholders so a company can leave the stock exchange and go private. In India it runs under the SEBI (Delisting of Equity Shares) Regulations, 2021, mainly through reverse book building, where the exit price is discovered from shareholder bids. Source: SEBI.
How does a delisting offer work?
The acquirer announces the intent to delist and the floor price, computed under the pricing rules in the regulations. In reverse book building, public shareholders place bids, and the price is discovered at the level where the acquirer's holding would reach the success threshold. If that threshold is met, the acquirer either accepts the discovered price or makes a counter-offer to all remaining public shareholders. If it is not met, the delisting fails and the shares stay listed.
What is the success threshold?
A reverse book building delisting succeeds only when enough public shares are tendered.
90%
Acquirer holding, as a share of total issued shares, needed for a reverse book building delisting to succeed
Source: SEBI (Delisting of Equity Shares) Regulations, 2021
What did the 2024 amendment change?
SEBI amended the delisting regulations on September 25, 2024. It reintroduced a fixed-price route as an alternative to reverse book building, under which the acquirer must offer a price at least 15% above the floor price. It also cut the threshold for making a counter-offer under reverse book building from 90% to 75% of post-offer holding, provided at least half of public shareholders have tendered, and it revised the floor-price formula to include an adjusted book value input.
Which disclosures do you read?
A delisting leaves a dated public trail: the intent, the floor price, the offer details, the bidding window, and the final outcome are all disclosed to the exchanges. A delisting reshapes the shareholding pattern because public holding falls toward zero, and it is the mirror image of a company staying listed after a share buyback. For a side-by-side view, see delisting vs buyback.
So a delisting offer is the route a company takes to leave the exchange by buying out its public holders, priced by reverse book building or a fixed price. Flock reads those public disclosures and keeps each one dated and sourced. What a delisting means for your own holding is your call to make.
Frequently asked questions
What is a delisting offer in India?
A delisting offer is when an acquirer or promoter offers to buy out public shareholders so a listed company can leave the stock exchange and go private. It runs under the SEBI (Delisting of Equity Shares) Regulations, 2021, usually through reverse book building. Source: SEBI.
How does reverse book building set the delisting price?
Public shareholders bid the price at which they will tender. The discovered price is the level at which the acquirer's holding reaches at least 90% of total issued shares. The acquirer can accept that price or make a counter-offer. Source: SEBI (Delisting of Equity Shares) Regulations, 2021.
What changed in the 2024 delisting amendment?
SEBI, in its amendment notified on September 25, 2024, reintroduced a fixed-price delisting route priced at least 15% above the floor price, and cut the counter-offer threshold in reverse book building from 90% to 75% of post-offer holding. Source: SEBI, 2024 amendment.
Is a delisting offer the same as a buyback?
No. A delisting offer aims to take a company off the exchange entirely by buying out public holders. A buyback returns cash by cancelling some shares, but the company stays listed. Source: SEBI.
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Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.