sebi:WTM/GM/EFD/DRAIII/06/JAN/2017
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Noticees directed to provide exit opportunity to other shareholders of J K Jute Mills Co. Ltd. within 90 days under supervision of NSE at Rs. 5.51 per share with 10% p.a. interest from June 19, 2009 till payment.
Regulations
- Reg. 7
- Reg. 7(1)
- Reg. 6
- Reg. 3
- Reg. 10
- Reg. 8
- Reg. 44
- Reg. 20
- Reg. 2(1)(e)(2)
- Reg. 3(1)(e)
- Reg. 32
Parties
- Acme Consultants Private Limited
- Namokar Vinimay Private Limited
- Mooldhan Advisory Systems Private Limited
Holding
The Noticees' acquisition of 80.87% shares on March 19, 2009 triggered regulation 10 and was not exempt under regulation 3(1)(e)(iv), and the Noticees were directed to provide an exit opportunity to other shareholders at Rs. 5.51 per share with 10% interest.
Full text
_____________________________________________________________________________ Order in the matter of J K Jute Mills Co. Ltd. Page 2 of 9 30, 2007 to make an open offer to other shareholders of the Target Company to acquire balance 7.10% shares. In the open offer document Rainey, the acquirer, had shown Mooldhan, Watermark and Kanishk as PACs. Pursuant to the open offer, the total holding of Rainey became 86.23%, whereas the shareholding of Mooldhan, Watermark and Kanishk remained as it was before the open offer. The balance 3.54% shares remained with the public. The details of the pre-open-offer and post-open-offer shareholding/voting rights of the acquirers and PACs in JK Jute are mentioned below. Change in shareholding of acquirers and PAC pursuant to open offer in January-February 2008 Name of acquirer and PAC Shareholdin g in JK Jute before SPA* Shares/voting rights acquired under SPA* Shares acquired under open offer* Post open offer shareholding /voting rights* Rainey Park Suppliers Pvt. Ltd. 4.55% 78.12% 3.56% 86.23% Mooldhan Advisory Systems Private Limited 4.89% 00 00 4.89% Watermark Systems Private Limited 3.56% 00 00 3.56% Kanishk Translink Private Limited 1.78% 00 00 1.78% Total 14.78% 78.12% 3.56% 96.46% *The shareholding percentage has been calculated taking 56,19,600 as the total number of equity shares issued by JK Jute.
_____________________________________________________________________________ Order in the matter of J K Jute Mills Co. Ltd. Page 3 of 9 Systems Private Limited Namokar Vinimay Private Limited 00 12,77,540 22.73% 22.73% Total
_____________________________________________________________________________ Order in the matter of J K Jute Mills Co. Ltd. Page 4 of 9 under sections 11 and 11B of the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and regulation 44 of Takeover Regulations should not be issued against them.
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Source: SecMarx — sebi:WTM/GM/EFD/DRAIII/06/JAN/2017. 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.