sebi:WTM/RKA/CFD/04/2012
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Facts / Headnote
Exemption granted subject to conditions; application dated October 17, 2011 disposed off
Provisions invoked
- s. 19
- s. 192A
Regulations
- Reg. 13
- Reg. 11
- Reg. 16
- Reg. 12
- Reg. 11(1)
- Reg. 3(1)
- Reg. 35
- Reg. 8
- Reg. 16(1)
- Reg. 7(4)
- Reg. 20(5)(c)
- Reg. 11(5)
- Reg. 20(5)(b)
- Reg. 20(5)(a)
Holding
Relaxation/exemption granted to the applicants from making a public announcement as required under regulation 3(1) read with regulations 13, 14 and 15 and from filing the letter of offer under regulation 16(1) of the New Takeover Regulations in respect of revised proposal to acquire equity shares of MSD Properties Limited, subject to compliance with stipulated conditions.
Full text
Page 2 of 9 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘the Takeover Regulations) in respect of their proposed purchase of 15,34,200 equity shares (constituting 33.85% of the equity capital) of the target company from select public shareholders of the target company. The proposed acquisition, if completed, would increase the shareholding of the acquirers from 18.94% to 52.78% and would attract open offer obligations under regulation 11(1) of the Takeover Regulations (since repealed).
Page 3 of 9 f. there are only 288 public shareholders in the target company; g. the applicants propose to purchase 15,34,200 equity shares (33.85%) of the target company from select public shareholders of the target company at the price of `2/- per share; h. besides holding of shares as stated in para 3(a) herein, the applicants have never acquired any shares in the target company ; i. the applicants have not made any acquisition during the twenty six week period prior to the date of the application, therefore, this parameter of determining the offer price under regulation 20(5)(b) of the Takeover Regulations has not been
Page 4 of 9 5. While the application was being examined by SEBI, the Takeover Regulations was repealed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as the New Takeover Regulations) with effect from October 22, 2011. By virtue of regulation 35 of the New Takeover Regulations, the application was examined in accordance with regulation 11 thereof. Considering the facts and circumstances of this case and in exercise of the discretion under the proviso to the regulation 11(5), the application is considered without referring the same to the Panel.
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Source: SecMarx — sebi:WTM/RKA/CFD/04/2012. 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.