sebi:PKK/AO/106-113/2011

SEBI · SEBI · 2010-04-28 · P. K. Kuriachen, Adjudicating Officer

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Facts / Headnote

Penalty imposed on all eight Noticees for violation of Regulation 11(2) read with 14(2) of the SAST Regulations

Provisions invoked

Regulations

Parties

Holding

The Noticees violated Regulation 11(2) read with 14(2) of the SAST Regulations by failing to make a public announcement within the stipulated time (not later than four working days before allotment of shares) when their shareholding increased from 65.85% to 71.28% upon conversion of warrants. A monetary penalty of Rs. 1,00,000/- each was imposed on all eight Noticees under Section 15H(ii) of the SEBI Act.

Full text

Page 2 of 9 on August 29, 2008. Pursuant to the said conversion, the shareholdings of the acquirers had increased from 65.85% to 71.28% of the total equity capital of the Target Company. However, they had not made a public announcement within the stipulated time as required in terms of regulation 11 (2) read with 14 (2) of the SEBI, (Substantial Acquisition of Shares and Takeover) Regulations, 1997 (hereinafter referred to as ‘SAST Regulations’).

Page 3 of 9 by Adjudicating Officer) Rules, 1995 (hereinafter referred to as the ‘Adjudicating Rules’) was issued to the Noticees to show cause as to why an inquiry should not be held against them and

Page 4 of 9 “The Acquirers were allotted 70,00,000 share warrants at the rate of Rs. 300/- each on August 29,2008 which was convertible into 70,00,000 shares of Rs. 10/- each at a premium of Rs. 290/- each within a period of 18 months, in any case not later than February 28, 2010. Acquires paid an amount of Rs. 21 Crores as initial 10% deposit as prescribed for the said allotment of share warrants. On February 28, 2010 the 70 Lakh equity shares were allotted to the acquirers who paid the balance amount of 189 Crores.

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Source: SecMarx — sebi:PKK/AO/106-113/2011. 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.