sebi:CO/70/TO/07/2003
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Facts / Headnote
Application for exemption rejected; Acquirer directed to comply with Takeover Regulations by making an open offer
Provisions invoked
- s. 81
Regulations
- Reg. 4
- Reg. 2(1)
- Reg. 10
- Reg. 20
Holding
SEBI rejected the Acquirer's application seeking exemption from complying with the Takeover Regulations in connection with a proposed preferential allotment resulting in acquisition of 48.99% of Pearl Organics Ltd, and directed the Acquirer to make an open offer to existing shareholders upon acquiring the shares.
Full text
3.0 SUBMISSIONS IN THE EXEMPTION APPLICATION In the aforesaid application, the Acquirer , inter-alia, submitted the following: 3.1 Presently the promoters and promoter group of the Target Company are holding 7,75,800 equity shares of the company forming 20.14% of the paid up share capital.
role in the day to day management of Pearl Organics Ltd, the holding of Wander Pvt Ltd in Pearl Organics Ltd post preferential allotment will be 48.99% of the post preferential issue capital while the present public shareholding of 79.86% will reduce to 40.74% of the post preferential issue capital resulting in transfer of control to Wander Pvt Ltd since ‘control’ as per Regulation 2(1) (c) of the Takoever Code includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or in any other manner.
equity shares tendered in the proposed offer. 5.5 However, the appointment of Merchant Bankers and other intermediaries and completion of various other formalities will require time and therefore the resolution will not be given effect within 3 months.
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Source: SecMarx — sebi:CO/70/TO/07/2003. 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.