sebi:CO/247/TO/10/2002

SEBI · SEBI · 2002-08-12 · G. N. Bajpai, Chairman

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Facts / Headnote

Exemption granted to the Acquirer from complying with the procedure laid down in Chapter III of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 with regard to the proposed offer to acquire 6.17% from public shareholders at Rs. 736/- per share, subject to conditions.

Regulations

• Reg. 4
• Reg. 11(2)
• Reg. 20
• Reg. 11
• Reg. 3
• Reg. 30A
• Reg. 20(3)

Holding

SEBI granted exemption to the Acquirer from the public announcement and other formalities under Regulation 11(2) of the Takeover Regulations for the proposed acquisition of 6.17% of shares from public shareholders at Rs. 736/- per share (book value), subject to conditions including individual offer letters, auditor certification, and uniform pricing for all shareholders.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ Order against Thiagarajar Mills Limited Oct 14, 2002 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

concert") propose to acquire 70,120 shares constituting 6.17% of the equity capital of Thiagarajar Mills Ltd (hereinafter referred to as "Target Company") from the public shareholders of the Target company at a price of Rs. 70/- per share. The Acquirer alongwith persons acting in concert collectively hold 93.83% shares in the Target company. In view of the same, to acquire the proposed shares, the Acquirer is under an obligation to make an open offer for such acquisition of shares to the remaining public shareholders of the Target company in terms of sub regulation (2) of regulation 11 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "the Regulations"). 1.1 The shares of the Target company are listed at the Madras Stock Exchange and Coimbatore Stock Exchange. 2.0 The Acquirer made an application dated August 12, 2002 under sub-regulation (2) of regulation 4 of the Regulations to the Securities and Exchange Board of India (hereinafter referred to as SEBI) seeking exemption from compliance with a provision of making of public announcement and other formalities under sub regulation (2) of regulation 11 of the Regulations. 3.0 In the aforesaid application, the Acquirer inter- alia submitted as under : 3.1 The total number of shares of the Target company are 11,36,640 . Out of which the shareholding with public as on 31.3.02 is 70,120 shares constituting 6.17% of the total capital. 3.2 The Acquirer alongwith the persons acting

nearer to the book value as possible considering the present state of capital markets and the textile industry, in which the Target company is operating. 4.0 The said application dated August 12, 2002 was forwarded to the Takeover Panel on August 14, 2002 in terms of sub- regulation(4) of regulation 4 of the Regulations. The Takeover Panel vide its report dated August 26, 2002 has recommended, inter alia, as under: "The Acquirer along with the persons acting in concert already hold 93.83% of the equity shares of the Target company. The balance 6.17% of the equity shares of the Target company are held by shareholders falling in ‘Public Category’, out of which three shareholders holding 56,540 equity shares in aggregate have already offered to sell the same to the Acquirer. The balance 13,580 equity shares are held by 31 shareholders which the Acquirer intends to acquire at the price of Rs.70/- per share. The control of the Target company vests with the promoters, the Acquirer along with the persons acting in concert, and the acquisition is to enhance the stake of the promoters to 100% and to delist as per the Takeover Code. In the facts stated, grant of exemption as sought is recommended subject to the Acquirer – (i) making individual offers to each of the remaining shareholders by directly addressing offer letters offering to buy the shares held by such letters by Registered Acknowledgement Due Post; (ii) Submitting of Certificate of auditor / independent Chartered Accountant

Source: SecMarx — sebi:CO/247/TO/10/2002. 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.