Delisting from the stock market is the withdrawal of securities previously admitted to a regulated market for trading.
The reasons behind this action can widely vary, including:
Romanian legislation provides four methods for delisting:
1) SQUEEZE OUT – a majority shareholder forces all minority shareholders to sell all their holdings through a public purchase offer mechanism.
2) DECISION OF THE EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS (EGM), with the option for shareholders who disagree with the delisting to withdraw from the company in exchange for a fair price for their shares.
3) THE DECISION OF ROMANIAN FINANCIAL SUPERVISORY AUTHORITY – when is determines that, given special circumstances, the securities in question can no longer be traded in an organized manner.
4) ACCORDING TO OTHER SPECIAL REGULATIONS APPLICABLE TO THE RELEVANT MARKET THE COMPANY IN QUESTION IS LISTED.
This article focuses on delisting based on the Decision of the Extraordinary General Meeting of Shareholders.
The process begins with company shares’ market price evaluation, conducted by an independent expert, registered with the Romanian Financial Supervisory Authority (which will also be the exit price for shareholders) and obtaining the current shareholder list from the depository.
The EGMS is convened - the agenda expressly includes debate over the Evaluation Report.
The summons must be published in the Official Monitor, Part IV, and a national newspaper. Unless the Articles of Association specify otherwise, the summons is published at least 30 days before the meeting.
If quorum conditions (at the first call, shareholders representing at least 1/4 of total voting rights/ at subsequent calls, shareholders representing at least 1/5 of total voting rights) and the legal majority (the majority of votes held by present shareholders) are met in favour of delisting and approving the Evaluation Report, the EGM's Resolution is validly adopted.
The EGM Resolution, the Minutes of the Meeting, and the list of participating shareholders (signed by those present) are prepared.
The Resolution expressly sets the registration term, relative to which withdrawal requests shall be formulated – the registration date must be between a minimum of 90 and a maximum of 120 days from the Assembly meeting.
Based on the registration date, the central depository's shareholder list is requested.
The Resolution is published in the Official Monitor, Part IV, and a national newspaper.
Then you shall obtain the Registration Certificate of Annotations issued by the Trade Registry Office related to the registration of the EGM Resolution for withdrawal.
Shareholders who did not attend the meeting (directly or through a representative) are informed via registered letter with acknowledgment of receipt about their right to withdraw from the company if they disagree with the delisting and to be paid for their shares according to the Evaluation Report, within 45 days from the EGM Resolution's registration date. Shareholders deciding to withdraw are paid within 15 days of expressing their intention.
Also, you shall obtain a confirmation from the Trade Registry Office confirming there are no registered objections to the EGM within the legal term in this respect.
The Market operator and the Central Depository are requested to confirm to the Romanian Financial Supervisory Authority that there are no outstanding payments by the company to them.
Evidence from the above steps, along with proof of payment of the associated delisting fee to the Supervisory Authority are submitted to the latter for the removal of the company's securities from the stock market.
