sebi:WTM/AB/CFD/DCR-1/15733/2021-22
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Facts / Headnote
Complaints of the Representors disposed of without any directions
Provisions invoked
- s. 11B
- s. 19
- s. 62
- s. 35
Regulations
- Reg. 199
- Reg. 12
- Reg. 10
- Reg. 21(1)
- Reg. 19
- Reg. 21(6)
- Reg. 22(9)
- Reg. 5(3)
Holding
The complaints of the Representors seeking a fresh open offer from the Acquirer in respect of the 2008 open offer were disposed of without any directions. The alleged non-disclosures in the Letter of Offer dated March 12, 2008 were found not to warrant a fresh open offer.
Full text
Order in the matter of Global Offshore Services Limited Page 1 of 28 WTM/AB/CFD/DCR-1/15733/2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA
Order in the matter of Global Offshore Services Limited Page 2 of 28 equity share capital of the Target Company, through conversion of 25,00,000 Unsecured Optionally Convertible Debentures ("the OCDs"). This acquisition resulted in the increase in the shareholding of the Acquirer from 12.02% to 20.42% of the paid-up voting equity share capital of the Target Company, triggering Regulation 10 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("hereinafter referred to as “the Takeover Regulations, 1997").
Order in the matter of Global Offshore Services Limited Page 3 of 28 information available pursuant to a press release dated August 16, 2011 in respect of launch of “IDFC-Sycamore Infrastructure Fund”, it has come to light for the first time that Sycamore Ventures was actually the beneficial owner of the equity shares held in the Target Company through the Acquirer. He further alleged that the Acquirer and the Manager to the Open Offer did not make full disclosures as required under the Takeover Regulations, 1997 and on the contrary had withheld material information, which resulted in projecting a clean image of the Acquirer because of which many investors like him took a decision not to tender their equity shares in the Open Offer. Had the Acquirer and the Manager disclosed true and correct information, which were required to be disclosed in the Letter of Offer (hereinafter also referred to as “LOO”), the decision of Mr. Barot would have been different. Mr. Barot referred to the disclosures made in the LOO and contended inter alia the following:
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Source: SecMarx — sebi:WTM/AB/CFD/DCR-1/15733/2021-22. 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.