sebi:CO/140/TO/08/2002

SEBI · SEBI · 2002-07-13 · G.N. Bajpai, Chairman, Securities and Exchange Board of India

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Facts / Headnote

Exemption granted from appointing a SEBI registered Merchant Banker and from issuing a public announcement and submitting draft letter of offer, subject to conditions including individual letters of offer to public shareholders, completion within 3 months, and auditor certification.

Regulations

• Reg. 4
• Reg. 13
• Reg. 11
• Reg. 5
• Reg. 14
• Reg. 20
• Reg. 3
• Reg. 30A

Holding

SEBI granted the Acquirer exemption from complying with the requirements of appointing a SEBI registered Merchant Banker (regulation 13) and issuing a public announcement and submitting a draft letter of offer (regulations 14, 15, 16 and 18) in connection with the proposed open offer for 3,53,055 shares (10.68%) of Delta Paper Mills Limited. The exemption was made subject to conditions including individual letters of offer to each public shareholder at Rs.11/-, completion of the offer within 3 months, and submission of an auditor's compliance certificate.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ Order against Delta Paper Mills Limited Aug 31, 2002 | Orders : Orders of Chairman/Members CO/140/TO/08/2002 SECURITIES AND EXCHANGE BOARD OF INDIA

Follow Us GST No. 27AAAJS1679K1ZL Terms & Conditions | Privacy Policy © SEBI All Rights Reserved - Website Owned and Managed by SEBI What's New | Contact Us | Feedback | Site Map | Website Policy | Guidelines for Data Sharing | My SEBI | FMC (Erstwhile) | SAT | Screen Reader Access | Investor Website | Useful Links | RTI Act, 2005 | Committees | Cause List | Tenders | Careers | Help | FAQs | Intermediaries | Statistics | The site is best viewed in Internet Explorer 11.0+, Firefox 24+ or Chrome 33+. 5.3 It is observed that the public shareholding in the Target company is very small i.e. 10.68%. The aforesaid 10.68% shareholding is held by 518 shareholders, excluding the Financial Institutions and the Banks. 5.4 It is also observed that out of 518 public shareholders 458 shareholders representing a large percentage of public shareholding are domiciled in West Godavari, district in which the registered office of the Target company is situate, leaving only 60 shareholders domiciled in other places. 5.5 I find that the acquisition which is triggering the Regulations is the purchase by the Acquirer of 6,28,500 (19.01%) shares from the Financial Institutions and the Banks. The acquisition from the Financial Institutions has arisen from a condition laid down in the One Time Settlement reached with the Financial Institutions at the time of acquisition of control of the Target company, in 1998 by the Acquirer through an open offer in terms of the Regulations. 5.6 I find that there will

stock in the market as the acquisition is from Financial Institutions and Banks only. 3.4.7 The Acquirer will ensure individual mailing of letter of offer and compliance of the Regulations in true letter and spirit which will enable the Acquirer to substantially save in terms of cost. 4.0 The said application dated July 13, 2002 was forwarded to the Takeover Panel on July 17, 2002 in terms of sub-regulation(4) of regulation 4 of the Regulations. The Takeover Panel vide its report dated July 25, 2002 has recommended, inter alia, as under: "In the facts and circumstances stated in the application, exemption from making public offer as sought is not recommended. However, grant of the following is recommended : Appointment of Merchant Bankers & Registrar need not be made; Publication of Advertisement as required under the Takeover Code need not be made; Addressing of individual letters of offer to each public shareholder offering to buy the shares at the price of Rs. 11/- per share and sending such letters to each public shareholder at the recorded address by registered acknowledgement due post; Submitting of Certificate of auditor / independent Chartered Accountant to the effect that all applicable Regulations of the Takeover Code have been complied with and that the letters of offer were posted to each public shareholder as required above; Acceptance of valid offers after a period of 30 days but not later than 45 days and to make payment thereof; Opening of the ESCROW account a

Source: SecMarx — sebi:CO/140/TO/08/2002. 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.