sebi:WTM/PS/76/CFD/FEB/2014
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Facts / Headnote
Interim directions dated July 05, 2013 revoked; company found compliant with MPS requirements
Provisions invoked
- s. 19
- s. 12A
Regulations
- Reg. 10(1)(a)
Parties
- Gillette India Limited
- Poddar Group
- P & G Group
Holding
SEBI revoked the interim order dated July 05, 2013 against Gillette India Limited, its directors, promoters and promoter group, as the company had achieved compliance with the Minimum Public Shareholding (MPS) requirements through an Offer for Sale, termination of the Shareholders' Agreement, re-classification of the Poddar Group as public shareholders, and resignation of Poddar group directors.
Full text
Page 2 of 7 Poddar Group would first transfer 4% of its shareholding to the P & G Group, which being an inter se transfer of shares between promoters, would be exempt from the obligation of making an open offer as per regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. As a result of this transfer, the shareholding of the Poddar Group would be reduced to 8.86%. The same would be followed by the termination of the Shareholders Agreement dated July 10, 1996 (which gave special rights to Mr. Saroj Poddar, a promoter of the Company, part of the Poddar group) and amendments to the Articles of Association ("AoA") of the Company. As a result, the Poddar Group would be classified as an ordinary public shareholder and would lose all its rights and control over the Company as a promoter. P & G would comply with the MPS requirements by selling its shares in an Offer for Sale ("OFS").
Page 3 of 7 6. Pursuant to the interim order, the Poddar Heritage Group (the Poddar group, one of the promoter groups of the Company) vide letters dated August 23, 2013 and September 02, 2013, had made a revised proposal with SEBI in respect of the Company's compliance with the MPS norms. In terms of the revised proposal :
Page 4 of 7 a. SEBI has no objection regarding the proposed payment of severance compensation, provided that the same would be paid by P & G without any recourse to the Company and interest of the existing minority shareholders of the Company is safeguarded.
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Source: SecMarx — sebi:WTM/PS/76/CFD/FEB/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.