sebi:CO/504/TO/03/2003
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Facts / Headnote
Exemption granted to the Acquirer from complying with Chapter III of the Takeover Regulations for the proposed acquisition of 78,00,000 equity shares constituting 5.66% of the equity capital of the Target company from the Transferor.
Regulations
- Reg. 4
- Reg. 10
- Reg. 3(4)
- Reg. 3(1)(e)(i)
Holding
SEBI granted exemption to the Acquirer from complying with Chapter III of the Takeover Regulations for the proposed acquisition of 78,00,000 equity shares (5.66% of equity capital) of the Target company from the Transferor, and directed completion within 30 days with a report under regulation 3(4).
Full text
Regulation 3(1)(e)(i) of the Takeover Code, grant of exemption as sought is recommended." 5.0 I have taken into consideration the application dated 28th February, 2003 the facts and documents available on record and also the recommendations of Takeover Panel.
6. I have noted that RIL is a promoter of the Acquirer and holds 47.20% in the Acquirer company. 7. I have noted that RIIHL, and Transferor are both wholly owned subsidiaries of RIL and in the Annual Report of RIL for the year ended March 31, 2002, both RIIHL and Transferor have been shown as subsidiary companies of RIL.
8. I have noted that the Acquirer, the Transferor, RIIHL and RIL belong to the same group in terms of definition of MRTP Act, 1969. 9.0 In terms of regulation 3(1)(e)(i), acquisition by virtue of inter-se transfer of shares amongst ‘group’ coming within the definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 are exempt from the provisions of Regulations 10,11 and 12 where persons constituting such group have been shown as group in the last published Annual Report of the target company, subject to compliance with Chapter II by the transferor and the transferee. 10.0 In the instant case, I find that although the Acquirer and Transferor have not been shown as a group in the Annual Report of Target Company for the FY 2001-2002, they are part of the same group in terms of the MRTP Act, 1969. 11.0 I have also observed that RIL, the Transferor along with RIIHL made an open offer for acquisition of 32,281,460 equity shares representing 23.44% of the total subscribed and paid-up equity share capital (20% of the voting capital) of the Target company. The said offer closed on February 15, 2003. From the information available with SEBI regarding the said offer, it is observed that pursuant to the said offer, RIL along with the transferor, RIIHL and other body corporates holds 58.22% of the total subscribed and paid-up equity share capital (49.67% of total voting capital) of the Target company. I have noted that the Acquirer is not holding any shares
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Source: SecMarx — sebi:CO/504/TO/03/2003. 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.