sebi:WTM/KMA/CFD/49/03/2009
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Facts / Headnote
Exemption granted
Provisions invoked
- s. 19
- s. 77A
Regulations
- Reg. 4
- Reg. 3
- Reg. 11(2)
Holding
SEBI granted exemption to the 11 promoter acquirers from Regulation 11(2) of the Takeover Regulations with respect to the increase in voting rights from 65.58% to 74.99% in The Sandesh Limited pursuant to the proposed buy-back of upto 10,85,000 shares.
Full text
Page 2 of 6 Parthiv Falgunbhai Patel, Ms. Pannaben Falgunbhai Patel, Ms. Ritaben C. Patel, Satlon Investment Private Limited, Avaniparivar Investments Private Limited, Chimanbhai Patel Stock Holdings Private Limited, Suvasshanti Investments Private Limited, Sandesh Patel Agencies Private Limited, Abadadarsh Investments Private Limited and Samdrushti Investments Private Limited (hereinafter collectively referred to as the acquirers) seeking exemption from the provisions of Regulation 11(2) of the Takeover Regulations. The acquirers inter alia made the following submissions in the said application:
Page 3 of 6 rights of the acquirers would increase from 65.58% to 74.99% of the voting rights of the target company. iv) The acquirers do not propose to participate in the buy back offer of the target company. There would not be any change in control over the target company.
Page 4 of 6 Regulations. The Takeover Panel, vide report dated January 20, 2009 has recommended as under– “It was observed that as against the closing price of the Company’s shares of Rs.139.55 and Rs.139.85 on 15/12/2008 at BSE and NSE respectively, the Target Company proposes to offer buyback price of Rs.180 per share. After the buyback, the shareholding of the promoters may go up to 74.99% thus leaving the public shareholding marginally above the threshold limit of 25%. The panel found the proposal to be in the interest of the public shareholders as it will enhance overall shareholder value and provide exit option to those who desire to exit from the Company. The panel therefore recommended the exemption to the promoters and persons acting concert (as listed out in the application) from the applicability of the provisions of Regulation 11(2), subject to the Target Company complying with the relevant provisions of the Companies Act, 1956, SEBI Regulations and Listing Agreement.”
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Source: SecMarx — sebi:WTM/KMA/CFD/49/03/2009. 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.