sebi:CFD-DCR/SEIL/AO/DRK/SS/EAD-3/28/2009
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Facts / Headnote
Violation of Regulation 22(7) found; penalty of Rs.15,00,000 each imposed on Acquirer and PAC under Section 15HB
Provisions invoked
- s. 15
- s. 15H
- s. 15J
- s. 255
- s. 255(2)
Regulations
- Reg. 10
- Reg. 14
- Reg. 23
- Reg. 22(7)
- Reg. 21A
- Reg. 22
Parties
- OC Oerlikon Corporation AG, Pfaffikon
- W. Reiners Verwaltungs GmbH, Germany
Holding
The Acquirer (OC Oerlikon Corporation AG) and PAC (W. Reiners Verwaltungs GmbH) violated Regulation 22(7) by getting Dr. Dirk Burger appointed to the board of SEIL during the offer period before depositing 100% consideration in escrow. Each noticee was held liable to a penalty of Rs.15,00,000 under Section 15HB of the SEBI Act.
Full text
Page 2 of 15 percent of the share capital of Schlafhorst Engineering (India) Limited (hereinafter referred to as “SEIL / Target”). Hence Oerlikon indirectly acquired SEIL.
Page 3 of 15 the open offer as on that date. However, the amount was deposited hundred percent in the escrow account only after the appointment of the new director.
Page 4 of 15 10. In the SCN it was noted that the noticees had made an open offer of 20% of the share capital of SEIL. As per the provisions of Regulation 22(7) of the Takeover Regulations, during the offer period, the Acquirer or the PACs with the Acquirer shall not be entitled to be appointed on the board of the directors of the target company. It was alleged in the SCN that the noticees had nominated Mr. Bjoern Bajan, Dr. Dirk Burger and Mr. Uwe Krueger on the board of SEIL on April 19, 2007. It was alleged that thereafter, Mr. Dirk Burger was appointed as director on the board of SEIL on June 06, 2007 in violation of the Takeover Regulations.
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Source: SecMarx — sebi:CFD-DCR/SEIL/AO/DRK/SS/EAD-3/28/2009. 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.