sebi:WTM/PS/CFD/DCR/10/OCT/2012
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Facts / Headnote
Exemption granted to the acquirer, M/s. Grey Cast Foundry Works, from complying with the requirements of regulation 3(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in respect of its proposed acquisition of 1,41,48,050 (15%) equity shares of AIA Engineering Limited, subject to conditions.
Provisions invoked
- s. 19
Regulations
- Reg. 5(1)
- Reg. 3(2)
- Reg. 10(1)(a)
- Reg. 11(5)
Holding
SEBI granted exemption to M/s. Grey Cast Foundry Works from the open offer requirement under regulation 3(2) of the Takeover Regulations for its proposed acquisition of 15% equity shares of AIA Engineering Limited from Bhadresh K Shah HUF, a promoter of the target company. The exemption is limited to regulation 3(2) and does not extend to other obligations such as disclosure requirements under Chapter V or the Listing Agreement.
Full text
Page 2 of 7 d) The control of the Target Company is with its promoter Mr. Bhadresh K. Shah ; e) The Acquirer proposes to acquire 1,41,48,050 equity shares (approximately 15% shares/voting rights) from Bhadresh K Shah HUF (out of its holding of 19.62% equity shares in the target company) through Block Deals on the stock exchange at the market rate on the date of purchase ; f) The paid-up share capital of the Target Capital would remain the same after the proposed acquisition.
Page 3 of 7 ix. There is no change of control in the Target Company, as even after the proposed acquisition, the control would be with the promoter as was before the proposed acquisition. The voting rights of the promoter also remain the same.
Page 4 of 7 7. The promoter/promoter group's holding is at 61.65% (5,81,49,120 shares), as per the shareholding pattern of the Target Company as on March 31, 2011. The following persons belong to the "Promoter and Promoter Group", as per the disclosures to the stock exchange : a) Mr. Bhadresh K. Shah (holding 42%) b) Bhadresh K Shah HUF (holding 19.62%) c) Bhadresh K Shah and Gita B Shah (holding 0.01%) d) Mrs. Khusali B Shah (holding 0.01%) e) Mrs. Bhumika B Shah (holding 0.01%) f) Mrs. Gita B Shah (holding 0.01%)
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Source: SecMarx — sebi:WTM/PS/CFD/DCR/10/OCT/2012. 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.