sebi:WTM/PS/37/CFD-DCR-1/MAR/2013
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Facts / Headnote
Exemption granted; application disposed off
Provisions invoked
- s. 19
Regulations
- Reg. 11
- Reg. 3(2)
- Reg. 76
- Reg. 11(5)
Holding
Exemption was granted to the Government of India from making an open offer under regulation 3(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for its proposed acquisition of 30,84,61,538 equity shares of Central Bank of India by preferential allotment, increasing its shareholding/voting rights from 79.15% to 85.31%.
Full text
Page 2 of 6 (iv) As on December 31, 2012, the Tier I CRAR as per BASEL II was 7.02% while total CRAR was 10.75%. Since the Target Company is away from reaching 8% Tier I CRAR as on December 31, 2012 and with probable increase in risk weighted assets as on March 31, 2013, it requires capital infusion. It has also been submitted that since PNCPSs is proposed to be outside the common equity and to be treated part of additional Tier I Capital, it is desirable to consider equity rather than PNCPSs as a long term plan. (v) The Target Company has head room for issuing equity shares for a value of ₹646.88 crore. (vi) GoI, through the Ministry of Finance, vide letter dated January 17, 2013 has informed that it has decided to infuse capital to the tune of ₹2406 crores in the Target Company against preferential allotment of equity in favour of GoI. (vii) Pursuant to the same, the Board of Directors of the Target Company in their meeting held on January 30, 2013, approved raising of additional equity capital to the extent of ₹2406 crore by way of issue of equity shares in favour of the GoI on preferential basis, subject to the approval of the Reserve Bank of India, the shareholders and other statutory authorities. The Board has also called for an Extra-Ordinary General Meeting (EGM) of shareholders on March 18, 2013 to pass necessary resolution for issue of shares to the GoI. (viii) GoI, vide letter dated February 12, 2013, has also conveyed its approval under section 3(2B) of the Bankin
Page 3 of 6 Accordingly, the post issue shareholding of GoI would be 891,096,964 equity shares (i.e. 85.31%). (xi) The acquisition of shares would increase the shareholding of GoI by more than 5% during the financial year 2012-2013. Therefore, exemption is sought from the applicability of regulation 3(2) of the Takeover Regulations.
Page 4 of 6 public by way of rights/follow-on public offer or from Qualified Institutional Placement (QIP/GDR) at a later date, as and when the need arises.
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Source: SecMarx — sebi:WTM/PS/37/CFD-DCR-1/MAR/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.