sebi:WTM/KMA/CFD/331/12/2010
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Facts / Headnote
Application for exemption disposed of as infructuous; acquirers directed to comply with open offer/public announcement requirements under Regulations 10 and 12 of the Takeover Regulations
Provisions invoked
- s. 19
Regulations
- Reg. 4
- Reg. 13
- Reg. 10
- Reg. 44
- Reg. 4(4)
- Reg. 4(6)
Holding
The exemption application filed under Regulation 4 of the Takeover Regulations was disposed of as infructuous because the acquirers had already consummated the acquisition of 52.76% of the target company's equity shares while the application was pending. The acquirers and PACs were directed to comply with all open offer/public announcement requirements under Regulations 10 and 12 of the Takeover Regulations in respect of their acquisition, as they had undertaken to do.
Full text
Page 2 of 10 Regulations 10 and 12 of the Takeover Regulations and other related Regulations 13,14,15,16,17,18, 20 and 22 thereof, in respect of their proposed acquisition of 11,82,696 equity shares (representing 52.76% of the subscribed and paid up equity share capital of the target company) along with voting rights attached thereto, from the present promoters of the target company. As per the application, the acquirers and the PACs propose to pay Rs. 10/- per equity share, as consideration. Further, the acquirers and the PACs propose to acquire the management control of the target company through the acquisition of equity shares from the promoters/promoter group of the target company. Pursuant to the proposed acquisition, the shareholding of the acquirers and the PACs in the target company would increase from 0% to 52.76%. Hence, the application was filed on behalf of the acquirers and the PACs seeking exemption primarily from the applicability of Regulations 10 and 12 of the Takeover Regulations inter alia on the following grounds:
Page 3 of 10 shareholding. The acquirers propose to infuse fresh capital upon successful purchase of the shareholding of the present management and also propose to settle the claims of the creditors including the statutory and employee dues.
Page 4 of 10 b. Subsequently, the target company submitted its proposal seeking concessions under the New Industrial Policy formulated by the then Government of Kerala in 2001 which provided assistance and concessions to revive closed units and to attract vibrant entrepreneurs. The target company was granted concessions and accordingly a Memorandum of Understanding (MoU) was signed between the Government of Kerala and the target company on May 2, 2002.
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Source: SecMarx — sebi:WTM/KMA/CFD/331/12/2010. 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.