sebi:MO/112/CFD/10/04

SEBI · SEBI · 2004-01-06 · A K Batra, Whole Time Member

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Facts / Headnote

Exemption granted from making a public announcement under Regulation 15(1), subject to conditions

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 12
• Reg. 4(2)
• Reg. 10
• Reg. 2
• Reg. 6
• Reg. 15(1)

Holding

The Whole Time Member granted exemption to the acquirer from making a public announcement as required under Regulation 15(1) of the Takeover Regulations, subject to conditions including individual letters to shareholders at not less than Rs. 11/- per share and appointment of a Merchant Banker to oversee the process.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ ORDER IN THE MATTER OF PROPOSED ACQUISITION OF SHARES OF COLOR CHIPS ENTERTAINMENT & MEDIA LTD. [EXEMPTION APPLICATION FILED UNDER REGULATION 4(2) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997] MO/112/CFD/10/04 1.0       BACKGROUND  1.1       Color Chips Entertainment & Media Ltd. (hereinafter referred to as ‘the target company’) is a company incorporated under the Companies Act, 1956, having its registered 2044/6 Chunna Mandi, Pahar Ganj, New Delhi. The equity shares of the target company are listed at the Delhi Stock Exchange Association Ltd. The main objective of th company is carrying on the business of Animation, Multimedia and Entertainment.  1.2       Shri R S Sudish (hereinafter referred to as ‘the acquirer’), together with persons acting in concert, namely, Ravikaant Portfolio Services Pvt. Ltd., Smt. R Shrilaxmi, Yella Portfolio Services Pvt. Ltd., Shri R S S C Prasad are not holding any shares in the paid up capital of the target company.  1.3       The acquirers and the persons acting in concert now propose to acquire 165100 shares, representing 66.30% of voting capital of the target company, through share p agreement with various shareholders @ Rs. 4/- per share, which would attract minimum 20% open offer requirement in terms of Regulation 10 of the said Regulations. 2.0       APPLICATION FOR EXEMPTION  2.1       The acquirer made an application dat

1.1 Color Chips Entertainment & Media Ltd. (hereinafter referred to as ‘the target company’) is a company incorporated under the Companies Act, 1956, having its registered office at 2044/6 Chunna Mandi, Pahar Ganj, New Delhi. The equity shares of the target company are listed at the Delhi Stock Exchange Association Ltd. The main objective of the target company is carrying on the business of Animation, Multimedia and Entertainment. 1.2 Shri R S Sudish (hereinafter referred to as ‘the acquirer’), together with persons acting in concert, namely, Ravikaant Portfolio Services Pvt. Ltd., Smt. R Shrilaxmi, Yellapantula Portfolio Services Pvt. Ltd., Shri R S S C Prasad are not holding any shares in the paid up capital of the target company. 1.3 The acquirers and the persons acting in concert now propose to acquire 165100 shares, representing 66.30% of voting capital of the target company, through share purchase agreement with various shareholders @ Rs. 4/- per share, which would attract minimum 20% open offer requirement in terms of Regulation 10 of the said Regulations. 2.0 APPLICATION FOR EXEMPTION 2.1 The acquirer made an application dated January 06, 2004 to the Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) under sub-regulation (2) of regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘the said Regulations’) seeking exemption from the following requirements of Chapter III of the said re

ii. submission of draft letter of offer to SEBI, iii. appointment of merchant banker, and iv. provision of escrow account, Instead, the acquirer proposed to make an offer to public shareholders of target company, by writing individual letters to each public shareholder. 2.2 As per the aforesaid application filed by the acquirer, the shareholding pattern of the target company before and after the proposed acquisition, is as follows: Shareholders category Number

Source: SecMarx — sebi:MO/112/CFD/10/04. 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.