sebi:CO/276/TO/10/2002

SEBI · SEBI · 2002-09-03 · G.N. Bajpai, Chairman

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Exemption granted from Regulations 13, 14, 15, 16 and 18 of the Takeover Regulations, subject to conditions

Regulations

• Reg. 13
• Reg. 14
• Reg. 11
• Reg. 20
• Reg. 15
• Reg. 16
• Reg. 4
• Reg. 18

Holding

The Chairman granted the Acquirer exemption from complying with Regulations 13, 14, 15, 16 and 18 of the Takeover Regulations with regard to the proposed open offer for acquisition of 13,300 equity shares representing 1.38% of the equity capital of the Target company at Rs. 25.10 per share, subject to conditions including individual offer letters, registered post, auditor certificate, and completion within 3 months.

Full text

14, 2002 has recommended, inter alia, as under: "The Acquirer along with the Persons deemed to be acting in concert are already holding 98.62% of the equity capital of the Target company and thus only 1.38% of the equity capital is held by the public who are said to be only 21 in number. The acquisition of the balance shareholding that is, 1.38% of the equity capital of the Target company presently held by public shareholders is not for acquisition of control of the Target company as the Acquirer along with the persons deemed to be acting in concert are already in control of the Target company. In the facts of the case, grant of exemption as sought is recommended subject to the Acquirer -

25.10/- per share. 6.0       Taking into consideration the above, the recommendations of the Takeover Panel and the interest of the public shareholders of the Target company, in exercise of the powers conferred upon me under sub section (3) of Section 4 of the Securities and Exchange Board of India Act 1992 read with sub regulation (6) of regulation 4 of the Regulations for the reasons recorded hereinabove, I hereby , grant exemption to the Acquirer from complying with from the following regulations viz. regulation 13 (appointment of merchant banker), regulation 14 (timing of the public announcement), regulation 15 (public announcement of offer),regulation 16 (contents of public announcement of offer) and regulation 18 (submission of letter of offer to the Board) as contained in Chapter III of the Regulations with regard to the proposed open offer to be made to the public shareholders of the Target company for acquisition of 13,300 equity shares representing 1.38% of the equity capital of the Target company ,at the offer price of Rs. 25.10/-, in terms of sub-regulation (2) of regulation 11 of the Regulations.

(i)     Making individual offers to each of the remaining shareholders by directly addressing offer letters offering to buy the shares held by such shareholders in          the Target company;

Source: SecMarx — sebi:CO/276/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.