sebi:WTM/RKA/CFD/DCR/28/2013
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Facts / Headnote
Noticees directed to make public announcement and open offer under Regulation 3(2) of the Takeover Regulations, 2011 for acquisition on conversion of warrants on December 19, 2011, and to pay along with consideration interest at 10% per annum from March 13, 2012 to date of payment, after adjustment of dividend paid, if any, to shareholders holding shares on date of violation whose shares are accepted in the open offer.
Provisions invoked
- s. 11
- s. 87(1)
- s. 181
Regulations
- Reg. 4
- Reg. 11
- Reg. 3
- Reg. 9
- Reg. 2(1)
- Reg. 10
- Reg. 12
- Reg. 15
- Reg. 14
- Reg. 44
- Reg. 2(1)(b)
- Reg. 11(1)
- Reg. 14(2)
- Reg. 32
- Reg. 3(2)
- Reg. 74(1)
- Reg. 2(1)(o)
- Reg. 2(1)(a)
- Reg. 77
- Reg. 199
Parties
- P. B. Jain Investments Private Limited
- Nakoda Syntex Private Limited
Holding
The conversion of 2,70,00,000 warrants into 5,40,00,000 equity shares on December 19, 2011, increasing promoter voting rights from 50.23% to 62.92% in financial year 2011-12, exceeded the 5% creeping limit and triggered a mandatory public announcement under Regulation 3(2) of the Takeover Regulations, 2011. The noticees having failed to make it were directed to make the public announcement/open offer with interest at 10% per annum from March 13, 2012.
Full text
Page 2 of 20 (a) Pursuant to a resolution passed by its shareholders in the Annual General Meeting ("AGM") held on June 10, 2010, the target company issued warrants and GDRs as follows :-
Page 3 of 20 following Table:- Table- Shareholding of promoters prior to and after allotment of equity shares Name of the acquirer Pre-allotment shareholding (%) Post-allotment shareholding (%) Pre-allotment voting rights (%) Post-allotment voting rights (%) M/s P B Jain Investments Private Limited 6.08% 17.48% 11.57% 24.98% M/s Nakoda Syntex Private Limited 1.01% 14.25% 1.92% 20.36% Promoter Group 26.38% 44.03% 50.23% 62.92%
Page 4 of 20 personal hearing before me on March 26, 2013 when Mr. Keyoor Bakshi, Company Secretary and authorised representative of the noticees appeared and made submissions on their behalf. The authorised representative of the noticees also filed written submissions dated April 5, 2013 on their behalf. The submissions of the noticees are as follows:
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Source: SecMarx — sebi:WTM/RKA/CFD/DCR/28/2013. 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.