sebi:WTM/AN/IVD/ID7/28946/2023-24
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Facts / Headnote
Show Cause Notice dated March 29, 2017 disposed of without passing any directions against the Noticees; no violation found.
Provisions invoked
- s. 11B
- s. 370
- s. 11
- s. 12
- s. 11A
- s. 372
- s. 4A
Regulations
- Reg. 3
- Reg. 15
- Reg. 2
- Reg. 3(i)
- Reg. 2(c)
- Reg. 2(e)
- Reg. 2(k)
- Reg. 12
- Reg. 2(h)
- Reg. 8(2)
- Reg. 2(e)(i)
- Reg. 2(i)
Parties
- Smt. Poonam Haresh Jashnani
- Shri Haresh Parmanand Jashnani
- Shri Varun Haresh Jashnani
Holding
The Show Cause Notice dated March 29, 2017 issued to the Noticees (Smt. Poonam, Shri Haresh and Shri Varun Jashnani) is disposed of without passing any directions, holding that their trades in USL stock options were not in violation of the PIT Regulations.
Full text
Order in the matter of United Spirits Ltd. Page 2 of 62 2. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) observed that after the public announcement was made, the price of the scrip of USL surged from ₹2,557 (previous close price - April 11, 2014) to ₹2,853 (closing price on April 15, 2014) in a single trading day, registering an increase of 11.57%. SEBI initiated an investigation to ascertain whether trading in the scrip of USL by certain entities was based on Unpublished Price Sensitive Information (hereinafter referred to as “UPSI”) and was thus in violation of the provisions of the Securities and Exchange Board of India, Act 1992 (hereinafter referred to as the “SEBI Act”) and SEBI (Prohibition of Insider Trading) Regulations, 1992, (hereinafter referred to as the “PIT Regulations”) during the period January 01, 2014 to April 17, 2014 (hereinafter referred to as the “investigation period”).
Order in the matter of United Spirits Ltd. Page 3 of 62 S. No. Date Event 1 March 19, 2014 Quorate meeting of the Board of Directors of the Acquirer delegated powers and authority (with the ability to sub-delegate) to a Transaction Committee to consider and if thought appropriate, launch a potential open offer. 2 March 27, 2014 Quorate meeting of the Board of Directors of the PAC delegated powers and authority (with the ability to sub-delegate) to a Sub- Committee to consider and if thought appropriate, launch a potential open offer. 3 April 11, 2014 Quorate meeting of the Sub-Committee of the Board of Directors of the PAC held on 11 April 2014 delegated powers and authority (with the ability to further sub-delegate) to the CEO and the CFO of the PAC to consider and if thought appropriate, launch a potential open offer. 4 April 14, 2014 Quorate meeting of the Transaction Committee of the Acquirer held on the evening of April 14, 2014 in Amsterdam approved launching the Open Offer. Quorate meeting of the CEO and CFO of the PAC held on the evening of April 14, 2014 in London approved launching the Open Offer. 5 April 15, 2014 (03:37 IST) HSCI received scanned copies of the approved resolutions as referred to in points 4 & 5 above. 6 April 15, 2014 (07:15 IST) Emails containing the Public Announcement sent to BSE, NSE and the Bangalore Stock Exchange Limited (“BgSE”) 7 April 15, 2014 Public Announcement gets updated on the websites of BSE and BgSE for public view at 08:01 IST an
Order in the matter of United Spirits Ltd. Page 4 of 62 6 Respective Transaction Committees of Relay & Diageo decided on April 14, 2014 (evening London/Amsterdam time) to launch an open offer to the public shareholders of USL and public Announcement was made accordingly on April 15, 2014 (morning India time) 3.2.3 As per letter dated May 11, 2015 from Relay: S. No. Date Event 1 March 19, 2014 Meeting of the Board of Directors of Relay to discuss potential transactions to be entered into by Relay to acquire shares in USL, and sub-delegating certain powers and authorities to a transaction committee of the board. 2 April 14, 2014 Meeting of the transaction committee of Relay on April 14, 2014 (evening Amsterdam time), deciding to launch an open offer to the public shareholders of USL. Accordingly, public announcement of the offer was made on April 15, 2014 (morning India time). 3.2.4 As per letter dated August 01, 2016 from Legal Counsel of Diageo- Platinum Partners: S. No. Date Event 1 March 12 – April 12, 2014
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Source: SecMarx — sebi:WTM/AN/IVD/ID7/28946/2023-24. 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.