sebi:WTM/PS/CFD/DCR-II/31/OCT/2011
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Facts / Headnote
Exemption granted from compliance with Regulation 11(1) of the Takeover Regulations subject to conditions
Provisions invoked
- s. 19
Regulations
- Reg. 199
- Reg. 4(4)
- Reg. 11(1)
- Reg. 4(6)
Holding
SEBI granted exemption to the acquirers (promoter group) from complying with Regulation 11(1) of the Takeover Regulations with respect to their proposed increase in voting rights from 46.93% to 52.13% consequent upon the target company's proposed buy-back of up to 8,75,000 equity shares. The exemption is subject to conditions including truthfulness of statements, compliance with undertakings, and compliance with the Companies Act 1956, SEBI Buy-back Regulations, and the Listing Agreement.
Full text
Page 2 of 6 buying back the target company’s fully paid up equity shares of face value of `10/- each, not exceeding 8,75,000 equity shares (the maximum offer shares) and a minimum number of 2,00,000 equity shares (the minimum offer shares), from the open market using the electronic trading facilities of the BSE and/or the NSE, from the existing shareholders other than those from the promoter group at a price not exceeding `145/- per equity share payable in cash for an aggregate amount not exceeding `1268.75 lakhs (the maximum offer size). It is stated in the application that the acquirers, at present, are holding 41,18,587 equity shares representing 46.93% of the total paid up share capital of the target company. It is also stated therein that during the financial year 2011-12, the promoter group of the target company had acquired 2,25,000 equity shares representing 2.56% of the paid up share capital of the target company by way of purchases from open market. The said acquisition had increased their holding from 44.36% (as it then was before the said 2.56% purchase) to the present holding of 46.93%. The application stated that, except for the above purchase, none of the constituents of the promoter group has acquired any shares of the target company till date. The aforesaid application has been filed on behalf of the acquirers seeking exemption from the applicability of Regulation 11(1) of the Takeover Regulations as the proposed buy-back, if fully successful, would increase
Page 3 of 6 the listing agreement and the promoters holding will be well below 55% of the post buy-back paid up equity capital.
Page 4 of 6 [* The post buy-back shareholding/voting rights of different categories of shareholders may differ depending upon the actual number of equity shares bought back]
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Source: SecMarx — sebi:WTM/PS/CFD/DCR-II/31/OCT/2011. 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.