Delisting / Reverse Book-Building Calculator
A voluntary delisting via reverse book building succeeds only if the promoter's post-tender holding crosses SEBI's success threshold. Enter the promoter's current holding and how much of public shareholding tenders, to check whether the offer would succeed — fully manual, since delisting outcomes depend on live tender data we don't track.
Promoter Holding After Tender
+86.00%
Public shareholding before the offer: +35.00%.
Success Threshold
90%
Reduced Counter-Offer Threshold
75%
If ≥50% of public shareholding tendered
Delisting Outcome
Counter-offer eligible (75%+, ≥50% tendered)
Promoter holding reaches the reduced 75% threshold with at least 50% of public shareholding tendered — the promoter can make a counter-offer at a price it sets, subject to SEBI's floor-price rules, instead of the offer failing outright.
Per SEBI's 2024 Delisting Regulations amendment, the counter-offer threshold was reduced from 90% to 75% of public shareholding tendered, provided at least 50% of public shareholding has been tendered. The floor price itself is set as the higher of several reference prices (26-week highest acquisition price, 52-week VWAP paid by the acquirer, adjusted book value, among others) — this calculator checks only the holding-percentage success condition, not floor-price discovery.
How the Delisting / Reverse Book-Building Calculator works
Under SEBI's Delisting Regulations, a voluntary delisting via the reverse book-building process succeeds only if the acquirer's (promoter's) shareholding reaches at least 90%of the total issued shares after accepting shares tendered by public shareholders. SEBI's 2024 amendment introduced a reduced 75% counter-offer threshold (down from the earlier 90%) — if the promoter reaches at least 75% post-tender and at least 50% of public shareholding has been tendered, the promoter may make a counter-offer at a price it proposes (subject to SEBI's floor-price rules) rather than the delisting attempt failing outright.
The floor price itself — the minimum exit price the promoter must offer — is set as the highest of several reference prices (the highest price paid by the acquirer in the preceding 26 weeks, the 52-week volume-weighted average price paid by the acquirer, and adjusted book value, among other SEBI-specified metrics). This calculator checks only the holding-percentage success condition, not floor-price discovery, which depends on acquisition history this tool doesn't have visibility into.
Disclaimer: This calculator is for educational purposes only and does not constitute investment advice. Always read the Red Herring Prospectus and verify current rates before applying for any IPO.