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Trilegal Update | SEBI insulates deal prices from market speculation

07 Jun 2024

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In May 2024, SEBI revised its rules on verification of market rumours by listed companies, with an eye on offering better price protection to public M&A deals. This update discusses the key features and impact of the new framework.

Partner: Sanjam Arora, Senior Associates: Prashant Khurana and Shreya Shenolikar

1 Background

The Securities and Exchange Board of India (SEBI) released a new ‘rumour verification‘ framework on 21 May 2024. This follows industry criticism of SEBI’s initial proposal from July 2023, which mandated large listed companies to confirm or deny media reports relating to an ‘impending specific material event‘.

While intended to promote information parity in the market, this requirement raised concerns about unintended consequences for public M&A deals. SEBI’s takeover code uses the pre-deal stock price (in the time leading up to deal signing) to determine the price for an open offer. Similar pricing rules apply to private placements of shares in listed companies, and to share purchase transactions between an Indian resident and a non-resident. Premature deal disclosures may distort stock prices affecting price certainty for acquirors. The new framework aims to address this concern.

2 Key features of the new rumour verification framework

The new rules require the 250-largest listed companies to address market rumours about an ‘impending specific event‘ which also causes a ‘material price movement‘ in the stock. A material price movement is an intra-day variation of more than 3–5% in the stock price, after adjusting for any meaningful movement in the benchmark index. The rumour must be addressed within 24 hours from the material price movement.

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