sebi:WTM/GM/CFD/60/2019-20

SEBI · SEBI · G. Mahalingam, Whole Time Member

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Facts / Headnote

Exemption granted from complying with Regulations 3, 4 & 5 of the Takeover Regulations for the proposed acquisition in Gujarat Lease Financing Limited, subject to conditions.

Provisions invoked

• s. 19
• s. 11(1)
• s. 11(2)

Regulations

• Reg. 4
• Reg. 3
• Reg. 10
• Reg. 11(5)

Holding

SEBI granted exemption to Mehta Family Trust (Acquirer Trust) from the open offer requirements under Regulations 3, 4 & 5 of the Takeover Regulations for the proposed acquisition of shares in Gujarat Lease Financing Limited through Torrent Private Limited, subject to specified conditions.

Full text

________________________________________________________________________________________________ Order in the matter of Gujarat Lease Financing Limited Page 2 of 16 2011 (“Takeover Regulations”) in the matter of proposed acquisition of shares and voting rights in the Target Company, was received by SEBI from Mehta Family Trust (“Acquirer Trust”).

________________________________________________________________________________________________ Order in the matter of Gujarat Lease Financing Limited Page 3 of 16 Explanation — For purposes of determining the quantum of acquisition of additional voting rights under this sub-regulation,— (i) Gross acquisitions alone shall be taken into account regardless of any intermittent fall in shareholding or voting rights whether owing to disposal of shares held or dilution of voting rights owing to fresh issue of shares by the target company. (ii) In the case of acquisition of shares by way of issue of new shares by the target company or where the target company has made an issue of new shares in any given financial year, the difference between the pre-allotment and the post-allotment percentage voting rights shall be regarded as the quantum of additional acquisition. (3) For the purposes of sub-regulation (1) and sub-regulation (2), acquisition of shares by any person, such that the individual shareholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a change in the aggregate shareholding with persons acting in concert. Acquisition of control.

________________________________________________________________________________________________ Order in the matter of Gujarat Lease Financing Limited Page 4 of 16 Indirect acquisition of shares or control. 5. (1) For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be

Source: SecMarx — sebi:WTM/GM/CFD/60/2019-20. 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.