sebi:WTM/PS/58/CFD-DCR-1/SEPT/2015
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Facts / Headnote
Exemption granted to the Government of India from the obligation to make an open offer under regulation 3(2) of the Takeover Regulations, subject to conditions.
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 with respect to its proposed increase of shareholding in Dena Bank from 59.75% to 65.00% through a preferential allotment of 8,41,08,286 equity shares, subject to specified conditions.
Full text
Page 2 of 5 convened on September 22, 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 21, 2015, for ascertaining the issue price to arrive at the quantity of shares to be issued. The issue price of ₹48.39 per equity shares 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 Rs 407 crore, the total number of shares that would be allotted to the GoI would be 8,41,08,286 equity shares. Accordingly, the post issue shareholding of the GoI would be 41,94,11,263 equity shares (i.e. 65.00%). (v) As the difference between the pre-allotment and post-allotment shareholding of the GoI in the Bank would be more than 5% (the shareholding of the GoI may increase from 59.75% to 65.00%, an increase of around 5.25%), the GoI had asked the Target Company to take all necessary steps/ approvals.
Page 3 of 5 5. The Bank, vide emails sent on September 28, 2015 have forwarded : (a) Proceedings of the EGM of the Bank held on September 22, 2015 – intimation to BSE and NSE and Resolution passed in the EGM; (b) In-principle approvals dated September 01, 2015 and September 08, 2015 granted by BSE and NSE respectively with respect to the Bank’s proposed issue of 8,41,08,286 equity shares of ₹10/- each on preferential basis to the promoter (GoI); (c) RBI’s letter dated September 14, 2015 recommending the raising of equity capital by the Bank by way of preferential allotment of fresh equity shares to the GoI subject to compliance with provisions of section 3(2B)(c) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, the approval of shareholders in the AGM/EGM and also conditions/guidelines, if any, prescribed by SEBI or other authorities.
Page 4 of 5 GoI of around 5.25% would trigger the provisions of Regulation 3(2) of the Takeover Regulations. Accordingly, the Bank on behalf of the GoI, has sought exemption from the applicability of the said regulation.
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Source: SecMarx — sebi:WTM/PS/58/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.