sebi:WTM/ASB/CFD/3/2023-24

SEBI · SEBI · 2023-07-31 · Ashwani Bhatia, Whole Time Member

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Facts / Headnote

Exemption granted from open offer requirements under Regulations 3, 4 and 5 of the Takeover Regulations, 2011, subject to conditions; application disposed of.

Provisions invoked

• s. 19
• s. 11(1)
• s. 11(2)

Regulations

• Reg. 4
• Reg. 3
• Reg. 5
• Reg. 201
• Reg. 31
• Reg. 11(5)

Holding

SEBI granted exemption to the four Acquirer Trusts from the requirement of making an open offer under Regulations 3, 4 and 5 of the Takeover Regulations, 2011 in respect of their proposed indirect acquisition of shares in Torrent Pharmaceuticals Limited through Torrent Investments Private Limited, subject to conditions.

Full text

Exemption Order in the matter of Torrent Pharmaceuticals Limited. Page 2 of 13 Regulations 3 and 5 read with Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ( “Takeover Regulations, 2011”) with respect to the proposed indirect acquisition of shares in the Target Company. The above-mentioned application along with the emails mentioned above is hereinafter referred to as the “Application”.

Exemption Order in the matter of Torrent Pharmaceuticals Limited. Page 3 of 13 D. The Acquirer Trusts intended to acquire 6,36,810 shares of TIPL, which held 71.25% of the share capital of the Target Company, by way of gift. The shareholding pattern of TIPL was as under:

Exemption Order in the matter of Torrent Pharmaceuticals Limited. Page 4 of 13 v. Transfer of shares from Sudhir Uttamlal Mehta(HUF) would be subsequent to partition of the HUF to the respective beneficiaries, and the beneficiaries in turn would transfer the shares to the respective Acquirer Trusts. vi. Further, eight (8) Promoters of TIPL would continue to hold one (1) share each in TIPL. vii. Upon the completion of the above-mentioned acquisitions, the Acquirer Trusts would be able to indirectly exercise rights over shares constituting 71.25% of the share capital of the Target Company. viii. There would be no alteration in total equity share capital of the Target Company as a result of the proposed acquisitions. The shareholding pattern of the Target Company before and after the proposed acquisition would be as under:

Source: SecMarx — sebi:WTM/ASB/CFD/3/2023-24. 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.