sebi:CO/409/TO/12/2002

SEBI · SEBI · 2002-10-16 · G.N. Bajpai, Chairman, Securities and Exchange Board of India

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Facts / Headnote

Exemption granted from Chapter III procedural requirements subject to conditions

Regulations

• Reg. 4
• Reg. 13
• Reg. 3
• Reg. 14
• Reg. 11
• Reg. 15
• Reg. 16
• Reg. 11(2)
• Reg. 20(5)
• Reg. 20(2)
• Reg. 30A
• Reg. 18
• Reg. 21(3)(a)

Holding

The Acquirer is granted exemption from Regulations 13, 14, 15, 16 and 18 of Chapter III for the proposed acquisition of 22,950 shares representing 9.37% of Boistur Commercial Limited at Rs 25/- per share under Regulation 11(2), subject to making individual RPAD offers and filing an auditor certificate.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ Order against Boistur Commercial Limited Dec 13, 2002 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

in terms of sub-regulation (2) of regulation 11 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "Regulations"). 2.0 The Acquirer made an application dated 16/10/2002 to the Securities and Exchange Board of India (hereinafter referred to as SEBI) under sub-regulation (2) of regulation 4 of Regulations seeking exemption from making public announcement and complying with procedural formalities under the provisions of Chapter III of the Regulations. 3.0In the aforesaid application, the Acquirer submitted, inter-alia, the following: 3.1The Acquirer along with persons acting in concert is holding 90.63% shares in the equity share capital of the Target company and proposes to acquire the balance 9.37% shares from the public shareholders of the Target company. 3.2There are only 40 public shareholders holding 9.37% in the equity share capital of the Target company. 3.3There has been no regular trading in the shares of the Target company at The Stock Exchange, Mumbai and the last trading took place in the year 2000. 3.4The shares of the Target company are infrequently traded in terms of explanation (i) to regulation 20(5) of the Regulations. 3.5The Acquirer has offered to acquire the 9.37% shares from the remaining shareholders at a minimum price of Rs 25/- per share. 3.6The acquisition of shares in the Target company would not lead to change in the management control over the Target company since the Acquirer along with persons a

3.8The Acquirer along with persons acting in concert wants to acquire the shares of the Target company in accordance with clause 40(A)(ii) of the Listing Agreement entered into with the stock exchange as the non promoter shareholding in the Target company is below the minimum required non promoter limit of 10%. 3.9The Acquirer confirms that he would be sending individual notices to all the public shareholders for purchasing the shares. 4.0 The said application was forwarded to the Takeover Panel on 23/10/2002 in terms of sub-regulation (4) of regulation 4 of the Regulations. The Takeover Panel vide its report dated 7/11/2002 has recommended, inter alia, as under: "The Acquirers form part of the promoter group. The promoters alongwith persons acting in concert are already holding 90.63% of the total paid up share capital of the target company. The public shareholding is around 9.73% of the total paid up share capital of the target company. The intended acquisition by the acquirers appears to be to provide an exit route to those very few shareholders who wish to dispose off their shareholdings. In the facts stated, grant of exemption as sought is recommended subject, however, to the acquirers – (i) making individual offers to each of the remaining shareholders by directly addressing offer letters offering to buy the shares; (ii) sending such letters to each of such shareholders at the recorded addresses by Registered Acknowledgement Due Post; (iii) submitting of Certificate of

Source: SecMarx — sebi:CO/409/TO/12/2002. 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.