sebi:CO/375/TO/11/2002
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Facts / Headnote
Exemption granted to the Acquirer from complying with regulations 13, 14, 15, 16, and 18 of the Takeover Regulations, subject to conditions.
Regulations
- Reg. 4
- Reg. 13
- Reg. 14
- Reg. 11
- Reg. 20
- Reg. 15
- Reg. 16
- Reg. 20(3)
- Reg. 18
Holding
The Chairman of SEBI granted the Acquirer exemption from complying with regulations 13, 14, 15, 16, and 18 of the Takeover Regulations for the proposed open offer to acquire 13,800 shares (0.60%) from 113 remaining public shareholders, subject to conditions including individual offer letters sent by registered post with acknowledgement due and an auditor's certificate confirming posting.
Full text
from the Stock Exchanges. 3.9 The Acquirer has offered to acquire the .60% shares from the remaining shareholders at a minimum price of Rs 100/- per share. 4.0 The Acquirer vide its letter dated 10.10.02 has revised the offer price to be offered to the remaining 113 public shareholders to Rs. 121.67 per share. 5.0 The said application was forwarded to the Takeover Panel on September 11, 2002 in terms of sub-regulation (4) of regulation 4 of the Regulations. The Takeover Panel vide its report dated October 3, 2002 has recommended, inter alia, as under: "The acquirer along with his family and relatives form Promoter group holding 99.4% of the equity shares capital of the Target company. The control and management of the Target company is already with the Promoter Group. The small number of 113 shareholders constituting 0.6% of the total equity of the Target company have not availed of the exit option earlier provided to the public shareholders. The acquirer seeks to acquire these balance 0.6% equity shares held by the public shareholders. In the facts of the case, 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 shareholders in the Target company; (ii) Sending such letters to each of such shareholders at the recorded addresses by registered acknowledgement due post; (iii) Submitting of
shareholders of the Target company by means of registered post with acknowledgement due. 6.9 It is also noted that the Panel has recommended grant of exemption to the Acquirer subject to: (i) Making individual offers to each of the remaining 113 public shareholders by directly addressing offer letters offering to buy the shares held by such shareholders in the Target company; (ii) Sending offer letters to each of the remaining 113 public shareholders at the recorded addresses by registered acknowledgement due post; (iii) Submitting of certificate of auditor / independent Chartered Accountant to the effect that the offer letters were so posted; (iv) Offering the minimum price per share calculated in accordance with Regulation 20 of the Takeover Code but in any event not less than Rs. 100/- per share. 7.0 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, I hereby grant exemption, to the Acquirer from complying with the provisions of regulation 13 (Appointment of a merchant banker) regulation 14 (Timing of the public announcement of offer), regulation 15 (Public announcement of offer) regulation 16 (Contents of the public announcement of offer) regulatio
Date: November 15, 2002 G.N. BAJPAI Place: Mumbai CHAIRMAN SECURITIES AND EXCHANGE BOARD OF INDIA
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Source: SecMarx — sebi:CO/375/TO/11/2002. 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.