sebi:WTM/PS/60/CFD-DCR-1/JAN/2015
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Facts / Headnote
Application for exemption from regulations 4 and 5(1) of the Takeover Regulations rejected
Provisions invoked
- s. 19
Regulations
- Reg. 4
- Reg. 3
- Reg. 5(1)
- Reg. 11
Holding
SEBI rejected H K Dealers Private Limited's application for exemption from the obligation to make an open offer under regulations 4 and 5(1) of the Takeover Regulations in respect of its proposed acquisition of 4,04,000 shares of Aura Alkalies and Chemicals Private Limited.
Full text
Page 2 of 6 Acquisition of Shares and Takeovers) Regulations, 2011 ("the Takeover Regulations") inter alia made the following submissions : a) The share capital of the Target Company comprised of 41,50,343 equity shares of `10/- each aggregating `415.03 lakhs. b) All equity shares carry uniform voting rights. c) The proposed acquirer would not acquire any shares in the Target Company. The promoter, Aura is in turn promoted by Mr. Sunil Khimji Shah and H K Dealers. H K Dealers has been promoted by Mr. Harshadrai T Shah and Mr. Tejas Harshadrai Shah. Mr. Sunil Khimji Shah and the promoters of H K Dealers are not related to each other. d) The paid-up share capital of Aura is 10,10,000 shares and its shareholding pattern is as under: Sr. no. Name of the Shareholder Number of Shares held % of shares held
Page 3 of 6 g) The proposed acquisition of shares of Aura by H K Dealers is in the nature of inter se transfer of shares amongst promoters of Aura and does not require any approvals. h) There would no change in the shareholding of Aura in the Target Company on completion of the proposed transaction. However, the shareholding of Aura is undergoing a change with the present majority promoter becoming a minority promoter and the present minority promoter becoming a majority shareholder. i) H K Dealers has sought exemption from the applicability of regulation 4 of the Takeover Regulations on the following grounds : 1. the transaction would not result in any change in the shareholding of the promoter group nor would it result in any change in the control or management of the Target Company. The promoter, Aura would continue to hold 49.84% of the total paid-up capital of the Target Company.
Page 4 of 6 make a public announcement. The proposed acquirer was also granted liberty to file written submissions in the matter. However, vide email dated October 18, 2014 and letter dated October 17, 2014, H K Dealers submitted that it does not have any further submissions to make in the matter.
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Source: SecMarx — sebi:WTM/PS/60/CFD-DCR-1/JAN/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.