sebi:CFD/SDCCL/AO/SBM-ASR/EAD-3/CO-07/2015
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Facts / Headnote
Settlement order disposing of adjudication proceedings against Votorantim Cimentos S.A. on payment of Rs. 25,50,000/-
Provisions invoked
- s. 15
Regulations
- Reg. 13
- Reg. 3
- Reg. 17
- Reg. 15
Parties
- Votorantim Cimentos S.A.
Holding
The settlement order disposes of the adjudication proceedings initiated against Votorantim Cimentos S.A. vide SCN ref. A&E/DRK/CS/14975/2014 dated May 23, 2014, on payment of Rs. 25,50,000/- as settlement charges.
Full text
Page 2 of 5 shares representing 26% of the paid up equity share capital of SDCCL. As per the Letter of Offer dated July 6, 2012, the applicant along with InterCement were mentioned as the acquirers in the open offer and Camargo was mentioned as the Person acting in Concert ( PAC). It was mentioned in the SCN that the company named Cimpor - Cimentos de Portugal, SGPS, S.A ( hereinafter referred to as “Cimpor”) was holding 73.63% share capital of SDCCL. It was further mentioned that the applicant directly held 21.40% and Camargo indirectly held 33.25 % of the voting share capital of Cimpor. As on March 30, 2012, InterCement made a preliminary announcement of a voluntary tender offer in Portugal for acquiring the remaining shares of Cimpor. As InterCement was acquiring the remaining shares of Cimpor ( while the applicant and Camargo already held 21.40% and 33.25 % of the shares of Cimpor respectively), and Cimpor held 73.63% stake in SDCCL, it resulted in indirect acquisition of the shares of SDCCL by the applicant along with InterCement and Camargo, which triggered the provisions of Regulation 13 (2) ( e) of the SAST Regulations. The applicant along with InterCement and Camargo were liable to make a Public Announcement ( PA) of an open offer in terms of the SAST Regulations.
Page 3 of 5 settlement in the matter in terms of Regulations 3 (1) and 3 (2) of SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014 (hereinafter referred to as "Settlement Regulations").
Page 4 of 5 settlement terms. The Panel of Whole Time Members of SEBI approved the said recommendation of HPAC on April 16, 2015 and the same was communicated to the applicant vide email dated August 14, 2015 and letter dated August 24, 2015.
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Source: SecMarx — sebi:CFD/SDCCL/AO/SBM-ASR/EAD-3/CO-07/2015. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.