sebi:WTM/PS/29/CFD/AUG/2014
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Facts / Headnote
Directions in the interim order dated June 04, 2013 modified to permit the voluntary delisting process to proceed; promoters allowed to buy shares from public shareholders as part of the delisting offer; company directed to complete delisting within five months.
Provisions invoked
- s. 19
- s. 12A
Regulations
- Reg. 17
- Reg. 8(1)(d)
Parties
- Shantivijay Jewels Limited
Holding
The directions in the interim order dated June 04, 2013 were modified so as not to hinder the voluntary delisting process of Shantivijay Jewels Limited, and the promoters were permitted to buy equity shares from public shareholders as part of the delisting offer, to be completed within five months.
Full text
Page 2 of 5 b. Further, the recession and global capital market meltdown in the year 2008 had adversely impacted its hope of disinvestment as the major exports of the Indian jewellery industry have been to US and European countries. The scenario had not materially improved since then to enable divestment by the Company to be able to comply with the requirement of Clause 40A of the Listing Agreement. c. The Company in order to ensure compliance with the requirement of MPS had examined the various options available. To start with, the promoters and the members of the promoter group had undertaken an Offer for Sale (hereinafter referred to as 'OFS') on May 24, 2013 (Tranche 1), for an aggregate of up to 5,45,000 equity shares at a price of ₹ 100 each. The response to this was very poor as at the close of the Tranche 1 offer, out of the 5,45,000 equity shares offered only 140 equity shares were subscribed which brought down the shareholding of promoters/ promoter group from 93.10% to 93.09%. d. Thereafter at the meeting of the Board of Directors of the Company on June 12, 2013, it was decided, in principle, to go for voluntary delisting of equity shares of the Company in accordance with the provisions of the SEBI (Delisting of Equity Shares) Regulations, 2009 (the 'Delisting Regulations').
Page 3 of 5 listed had failed, the promoters have desired for voluntarily delisting of the equity shares of the Company.
Page 4 of 5 Independent Director whose shares are frozen by virtue of the interim order has requested SEBI to relax the directions in respect of their shares as aforesaid and allow them to take part in the proposed delisting offer, if they may be interested. The Company sought permission to apply to BSE for the grant of 'in-principle' approval for delisting. The Company also requested SEBI to grant atleast a period of five (5) months to complete the delisting process.
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Source: SecMarx — sebi:WTM/PS/29/CFD/AUG/2014. 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.