sebi:WTM/PS/05/CFD-DCR-1/MAY/2013
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Facts / Headnote
Exemption granted from the obligation to make an open offer under Regulation 3(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, subject to conditions.
Provisions invoked
- s. 19
Regulations
- Reg. 3(1)
- Reg. 2(q)
- Reg. 11(5)
Holding
SEBI granted HD Trust exemption from making an open offer under Regulation 3(1) of the Takeover Regulations, 2011 in respect of its proposed acquisition of 1,43,323 shares (71.15%) of Gujarat Organics Limited by way of gift from Mr. Ashwin S. Dani. The exemption is subject to conditions including completion within 30 days, filing a report with SEBI within 21 days, and compliance with other applicable laws.
Full text
Page 2 of 5 b. Mr. Ashwin S. Dani has proposed to transfer his holding in the Target Company to the Acquirer by way of a gift through an off-market transaction, as a part of the private family arrangement and in order to re-align the Dani family’s shareholding in the Target Company and with a view to facilitate succession planning. c. HD Trust will be regarded as a person acting in concert with the Promoters in terms of the Regulation 2(q) of the Takeover Regulations. d. 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 at 74.18%.
Page 3 of 5 a. The Acquirer and the Transferor are part of the promoter group of the Target Company. The Trustees and the beneficiaries of the Acquirer are family members of the Transferor. b. The Transferor and persons acting in concert with the Transferor are directly in control of the Acquirer, hence, there will be no change in control and management of the Target Company after the proposed acquisition. c. The proposed acquisition is only a part of the internal re-alignment of holdings within the Dani family and is non-commercial. Therefore, it will not prejudice the interests of the public shareholders of the Target Company. d. Pursuant to the proposed transaction, instead of directly exercising voting rights, the promoters of the Target Company would exercise the same through the Acquirer (HD Trust).
Page 4 of 5 Regulations. In view of the above, the Acquirer has made this instant application to seek an exemption from the obligation to make an open offer.
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Source: SecMarx — sebi:WTM/PS/05/CFD-DCR-1/MAY/2013. 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.