sebi:WTM/PS/77/CFD-DCR-1/FEB/2014

SEBI · SEBI · 2013-05-24 · Prashant Saran, Whole Time Member

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Facts / Headnote

Exemption granted; 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, 2011 in respect of its proposed acquisition of 30,46,45,849 shares by conversion of PNCPS of 1200 crore in Vijaya Bank, which would increase GoI's shareholding from 59.80% to 74.06%.

Full text

Page 2 of 5 d) The Bank vide letter dated May 24, 2013, inter alia requested the GoI for conversion of PNCPS of
1200 crore into equity shares to improve Common Equity Tier - I of the Bank to meet the requirement under Basel-III and also to increase the holding of GOI to approximately 68% from the present level of 55.04%. The same, according, to the Bank, was made considering that the conversion of PNCPS and consequent increase in the holding of GoI shall give the Bank headroom for further disinvestment at the appropriate time. e) Considering such request of the Bank, the GOI through the Ministry of Finance, vide letter dated January 06, 2014 has advised their decision to convert the existing PNCPS held by GoI to the tune of
1200 crore into equity shares of the Bank, in favour of GoI. f) Pursuant to the same, the Board of Directors of the Bank, in their meeting held on January 17, 2014, approved conversion of the existing PNCPS to the tune of
1200 crore into Equity Shares of the Bank subject to the approval of the Reserve Bank of India ("RBI"), the shareholders and other statutory authorities. An Extra-Ordinary General Meeting ("EGM") of the shareholders is scheduled to be convened on February 19, 2014 to pass the necessary resolution for the proposed conversion of PNCPS into equity shares. g) The GoI in its afore-mentioned letter has advised that the entire process be completed in the financial year 2013-2014. h) The 'Relevant Date' is January 20, 2014 for ascertaining the

Page 3 of 5 3. I have considered the application made by the Bank on behalf of the GoI, the documents enclosed thereto and other material available on record. The GoI (a shareholder of the Target Company under the category 'Promoter and Promoter Group'), which is the proposed acquirer, presently holds 33,16,01,200 shares in the Bank, which constitutes 59.80% of the total number (55,44,73,458 shares) of equity shares of the Bank.

Page 4 of 5 Shareholding pattern in the Target Company Category Pre-conversion Post issue of equity on conversion of PNCPS No. of shares Percentage No. of shares Percentage Promoter Group (GoI) 33,16,01,200 59.80% 63,62,47,049 74.06% FIs/banks 6,80,73,116 12.27% 6,80,73,116 7.92% FIIs/NRIs/OCB 1,72,87,776 3.13% 1,72,87,776 2.01% Public 13,75,11,366 24.80% 13,75,11,366 16.01% Total 55,44,73,458 100% 85,91,19,307 100%

Source: SecMarx — sebi:WTM/PS/77/CFD-DCR-1/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.