sebi:WTM/PS/57/CFD-DCR-1/SEPT/2015
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Facts / Headnote
Exemption granted from regulation 3(2) of the Takeover Regulations; application disposed of
Provisions invoked
- s. 19
Regulations
- Reg. 11
- Reg. 3(2)
- Reg. 76(1)
- Reg. 11(5)
Holding
SEBI granted the Government of India exemption from the obligation to make an open offer under regulation 3(2) of the Takeover Regulations in respect of its proposed acquisition of 12,70,04,655 equity shares of Bank of India by way of preferential allotment, which would increase its shareholding from 64.43% to 70.13%.
Full text
Page 2 of 4 28, 2015 to pass the necessary resolution for the proposed issue of the equity shares to the GoI on preferential basis. (iv) The relevant date has been taken as August 28, 2015, for ascertaining the issue price to arrive at the quantity of shares to be issued. The issue price of ₹193.30 per equity share is arrived at in terms of regulation 76(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("the ICDR Regulations"). Based on the issue price and the issue size of ₹2,455 crore, the total number of shares that would be allotted to the GoI would be 12,70,04,655 equity shares. Accordingly, the post issue shareholding of the GoI would be 55,53,72,168 equity shares (i.e. 70.13%). (v) As the difference between the pre-allotment and post-allotment shareholding of the GoI in the Bank may be over 5% (the shareholding of the GoI may increase from 64.43% to 70.13%, an increase of around 5.70% ), the GoI vide letter dated August 19, 2015 has asked the Bank to take necessary steps/approvals.
Page 3 of 4 5. I have considered the application of the Bank, the documents submitted therewith and other material available on record. The GoI is a shareholder of the Bank under the category 'Promoter and Promoter Group', and is the proposed Acquirer. The GoI presently holds 42,83,67,513 shares in the Target Company, which constitutes 64.43% of the total number of equity shares. I note that the GoI, as part of its project "INDRADHANUSH PLAN" for revamp of public sector banks has decided to infuse additional capital to the tune of ₹2,455 crore in the Bank against allotment of equity shares on preferential basis. The Board of Directors of the Bank have approved the raising of additional equity capital to the extent of ₹2,455 crore through the issue of equity shares in favour of GoI on preferential basis.
Page 4 of 4 70.13% in the Target Company, pursuant to proposed preferential issue and allotment of 12,70,04,655 equity shares.
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Source: SecMarx — sebi:WTM/PS/57/CFD-DCR-1/SEPT/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.