sebi:WTM/PS/01/CFD/DCR-II/APR/2015

SEBI · SEBI · 2014-06-12 · Prashant Saran, Whole Time Member

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Facts / Headnote

Exemption granted from open offer requirements under regulations 3(1) and 3(2) of the Takeover Regulations; application disposed of

Provisions invoked

• s. 19

Regulations

• Reg. 3(1)
• Reg. 3(2)
• Reg. 2(q)
• Reg. 2(1)(q)(2)
• Reg. 11(5)

Holding

SEBI granted exemption to Matrabhav Trust and Astha Trust from the open offer obligations under regulations 3(1) and 3(2) of the Takeover Regulations for their proposed acquisition of 2,89,01,937 equity shares (45.90%) of Sunteck Reality Limited by way of gift from the Khetan family promoters.

Full text

Page 2 of 6 group of the Target Company and holds 4.74%, 38.51% and 2.65% respectively of the equity shares of the Target Company. b. The Acquirers are settled on August 27, 2013. The Settlor of the trusts is the mother of Mr. Kamal Khetan and mother-in-law of Ms. Manisha Khetan. She is grandmother of Ms. Anupma Khetan and Master Akrur Khetan. c. As per the private family arrangement, in order to re-align the Khetan family's shareholding in the Target Company and with a view to facilitate succession planning, Mr. Kamal Khetan and Kamal Khetan HUF have proposed to transfer the respective holding in the Target Company to Astha Trust and Ms. Manisha Khetan has proposed to transfer her holding to Matrabhav Trust by way of a gift through an off-market transaction. d. The Acquirers will be regarded as a person acting in concert with the promoters in terms of regulation 2(q) of the Takeover Regulations, being part of the promoter or promoter group. e. The Acquirers are not persons disclosed as promoter in the shareholding pattern filed by the Target Company in terms of the listing agreement for not less than 3 years prior to the date of the proposed acquisition.

Page 3 of 6 c. The Transferors and persons acting in concert with the Transferors are directly in control of the Acquirers, as Ms. Manisha Khetan and Mr. Kamal Khetan are the Trustees of the Matrabhav Trust and Astha Trust, hence there will be no change in control of the Target Company after the proposed acquisition. The change in the identity of the persons who will exercise voting rights over the Target Company through Matrabhav Trust and Astha Trust, will only be between persons who, in their personal capacities, are promoters of the Target Company. d. The proposed acquisition is only a part of the internal re-alignment of holdings within the Khetan family and will not affect the interests of the public shareholders of the Target Company. e. There will be no change in the shareholding pattern and management of the Target Company, pre and post the proposed acquisition. f. There is no fresh acquisition of shares by the promoter group and the pre-acquisition and post acquisition shareholding of the promoter group in the Target Company would remain the same i.e. at 73.49%. g. The transaction will be a non-commercial transaction which will not prejudice the interest of the public shareholders of the Target Company, in any manner. h. The Acquirers will be regarded as a person acting in concert with the promoters in terms of the regulation 2(q) of the Takeover Regulations.

Page 4 of 6 group entities collectively hold 27.59%. The other shareholders in the promoter group are Mr. Akrur Khetan, Ms. Anupam Khetan, Ms. Shanti Khetan, Satguru Infocorp Services Pvt. Limited, Starlight Systems Pvt. Limited, Sanchit Derivatives Pvt. Limited, Samagra Wealthmax Pvt. Limited and Paripurna Trust. The proposed transfer of shares would be by way of gift to the aforesaid Trusts. The shareholding pattern of the promoters and promoter group of the Target Company (before and after the acquisition), are as under: TABLE A Promoter and Promoter group Before the proposed acquisition Proposed Transaction After the proposed acquisition No. of shares % of share capital No. of shares % of share capital Manisha Khetan (Transferor) 2,42,51,407 38.51 -38.51% 0 0 Kamal Khetan (Transferor) 29,82,167 4.74 -4.74% 0 0 Kamal Khetan HUF (Transferor) 16,68,363 2.65 -2.65% 0 0 Matrabhav Trust (Acquirer) 0 0 38.51% 2,42,51,407 38.51 Astha Trust (Acquirer) 0 0 7.39% 46,50,530 7.39 Others (promoter group other than Transferors) 1,73,69,128 27.58 0 1,73,69,128 27.58%

Source: SecMarx — sebi:WTM/PS/01/CFD/DCR-II/APR/2015. 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.