sebi:WTM/KMA/CFD/259/04/2010
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Facts / Headnote
Exemption granted from Regulations 11(1) and 11(2) of the Takeover Regulations subject to conditions
Provisions invoked
- s. 19
Regulations
- Reg. 11(1)
- Reg. 4(6)
Holding
SEBI granted exemption to Jawad Trading Company Private Limited from complying with Regulations 11(1) and 11(2) of the Takeover Regulations for the proposed acquisition of 1,12,50,000 equity shares (by way of conversion of 45,00,000 warrants) of Expo Gas Containers Limited, subject to specified conditions.
Full text
Page 2 of 6 basis at an acquisition price of Rs. 14.15/- (face value of Rs.4/- and a premium of Rs.10.15/-). In terms of the application, 100% shareholding in the acquirer is held by the promoters of the target company and that, the acquirer forms part of the promoter and promoter group of the target company. It was further stated that the acquirer currently does not hold shares of the target company. However, together with other promoters, the acquirer hold 21.42% of the total paid up capital of the target company. As per the application, the acquirer’s shareholding in the target company, pursuant to the proposed acquisition would increase from 21.42% to 67.86%. In view of such increase, the present application is filed by the acquirer for seeking exemption from the applicability of Regulations 11(1) and 11(2) of the Takeover Regulations, inter alia, on the following grounds:-
Page 3 of 6 d) The exemption if granted would be in the interest of the target company and its minority public shareholders.
Page 4 of 6 exercise whereby its equity was reduced pursuant to a scheme approved by the Hon’ble Bombay High Court. Considering the financial health of the Company and the peculiar circumstances under which the money was brought in by the Promoters to help the Company to meet its pressing financial obligations, the panel was of the view that the proposed conversion of warrants into equity would be in the interest of the Target Company and its shareholders. The panel therefore recommend the grant of exemption to the Acquirer as prayed by them subject to the compliance of all other regulatory requirements under the SEBI Regulations and other applicable laws, if any.”
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Source: SecMarx — sebi:WTM/KMA/CFD/259/04/2010. 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.