sebi:WTM/GA/CFD/127/2007

SEBI · SEBI · 2006-09-25 · G. Anantharaman, Whole Time Member

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Facts / Headnote

Application for exemption disposed off - exemption refused

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 11
• Reg. 4(2)
• Reg. 11(2)
• Reg. 3(1)

Holding

SEBI disposed off the application dated September 25, 2006 by Independent News & Media Investments Ltd. seeking exemption from regulation 11(2) for proposed acquisition of 1% to 3% of Jagran Prakashan Ltd., refusing exemption in agreement with the Takeover Panel.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ Order against Jagran Prakshan Ltd. Jan 25, 2007 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

office at Jagran Building, 2, Sarvodaya Nagar, Kanpur -208005. The equity shares of the target company are listed on the National Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd. (BSE) 1.2 Independent News & Media Investments Ltd. (hereinafter referred to as the acquirer) are persons acting in concert with the promoter group of the target company and is presently holding 20.80% of the equity shares of the target company. The acquirer with the promoter group of the target company collectively holds 80% of the paid up capital of the target company. 2.0 APPLICATION FOR EXEMPTION 2.1 The acquirer was holding 26% of the equity shares of the target company prior to the public issue of the target company made in January 2006. The said offer had resulted into the reduction of acquirer’s shareholding to 20.80%. Therefore, the acquirer desires to increase its shareholding in the target company by 1% to 3% by acquiring shares from the open market in the manner and mode as may be directed by Securities and Exchange Board of India (hereinafter referred to as SEBI) without any contravention on the part of the target company for its continuous listing. 2.2 Vide letter dated September 25, 2006, the acquirers filed an application with SEBI under regulation 4(2) read with regulation 3(1) (l) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as the Takeover Regulations). Since, the post acquisi

shareholders as on date of application Before the proposed acquisition After the proposed acquisition Number of shares / total voting rights held % of shares / total voting capital held Number of shares / voting rights % of shares / voting rights Promoter 22 29715497 59.20 29715497 59.20 Acquirers(also acting in concert with the promoters) 1 10440580 20.80 i) if 1% acquisition is permissible : 10942531 ii) if 2% acquisition is permissible : 11444481 iii) if 3% acquisition is permissible : 11946433 21.80 22.80 23.80 FIs/Banks 13 1175639 2.34 Will Depend FIIs/NRIs/OCBs 235 2006921 4.002 Public 71847 6856460 13.658 Total 72118 50195097 100.00 50195097 100.00 3.0 RECOMMENDATION OF THE TAKEOVER PANEL 3.1 The application filed by the acquirer was forwarded by SEBI to the Takeover Panel in terms of sub-regulation (4) of Regulation 4 of the Takeover Regulations. The Takeover Panel vide its report dated December 13, 2006 has recommended as under– “Although it is claimed that the acquisition is not detrimental to the interests of the investors (General Public) the Committee after considering the pros and cons found that when there was a public issue in the recent past there was no reason

Source: SecMarx — sebi:WTM/GA/CFD/127/2007. 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.