sebi:CO/430/TO/12/2002

SEBI · SEBI · 2002-10-03 · G.N. Bajpai, Chairman, SEBI

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 to the Acquirer from complying with Regulations 13, 14, 15, 16 and 18 of Chapter III of the Takeover Regulations, subject to conditions

Regulations

• Reg. 4
• Reg. 13
• Reg. 14
• Reg. 11
• Reg. 15
• Reg. 16
• Reg. 20(5)
• Reg. 3
• Reg. 18

Holding

SEBI granted the Acquirer exemption from the public announcement and procedural formalities under Chapter III of the Takeover Regulations (Regulations 13, 14, 15, 16 and 18) for a proposed open offer to 68 public shareholders for 3,50,810 shares (17.20%) at Rs. 15/- per share, subject to conditions requiring individual offer letters sent by registered acknowledgment due post and an auditor's certificate confirming posting.

Full text

2.0 The Acquirer made an application dated 03/10/2002 under sub-regulation (2) of regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "Takeover Regulations") seeking exemption from making public announcement and complying with procedural formalities under the provisions of Chapter III of the Takeover Regulations. 3.0 In the aforesaid application, the Acquirer submitted, inter-alia, the following: i. The Acquirer along with persons acting in concert is holding 82.80% shares in the equity share capital of the target company and out of the said 82.80% shares the acquirer is holding 4.9% shares in the target company. The acquirer proposes to acquire the balance 17.20% shares from the remaining 68 public shareholders of the target company at aprice of Rs. 10/- per share. ii. Out of 68 public shareholders, 37 shareholders representing 17.07% have willingly desired to sell their shares @ Rs. 10/- per share. iii. Shareholders who have not approached for sale of their shares are holding an insignificant percentage of shareholdings i.e. 0.13% in the target company. iv. The shares of the target company are infrequently traded. v. Both Acquirer and the target company are under the same management control. vi. The proposed open offer shall provide an exit route to the shareholders of the target company. vii. Subsequent to the completion of the offer, necessary steps will be taken to delist the shares. viii. The acquirer

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+. shares ; ii) Such letters shall be sent to each of such shareholders at the recorded addresses by registered acknowledgment due post; iii) The acquirer shall submit Certificate of auditor / independent Chartered Accountant to the effect that the offer letters were so posted.

public shareholders and thereafter to delist equity shares of the target company from the stock exchange. 5.4 It is observed that the Acquirer has confirmed that it will send letters of offer for purchasing the shares to all the 68 public shareholders by Registered Post A.D. 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, 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) Regulation 18 (Submission of letter of offer to Board) as contained in Chapter III of the Takeover Regulations with regard to the proposed open offer to be made to the 68 public shareholders of the target company for acquisition of 3,50,810 shares representing 17.20% of the total paid up equity capital of the target company at a price of Rs 15/- per share in terms of sub- regulation (2) of Regulation 11 of the Regulations, subject to the following – i) The acquirer shall make individual offers to each of the remaining public shareholders by directly addressing Offer letter

Source: SecMarx — sebi:CO/430/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.