sebi:WTM/RKA/CFD-DCR-1/19/2012
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Facts / Headnote
Exemption granted from the requirements of regulation 3(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 with regard to the proposed indirect acquisition of 39,128,328 (23.08%) equity shares of Dr. Reddy's Laboratories Ltd. by way of gift.
Provisions invoked
- s. 19
Regulations
- Reg. 3(1)
- Reg. 11(5)
Holding
SEBI granted exemption to the APS Trust from making an open offer under regulation 3(1) of the Takeover Regulations, 2011 in respect of an indirect acquisition of 23.08% equity shares of Dr. Reddy's Laboratories Ltd. through a gift of 83.17% of DRHL shares within the Reddy Family.
Full text
Page 2 of 5 4. As per the shareholding pattern of the Target Company as on June 30, 2011, the total shareholding of the promoter group was 25.61%. Out of the said 25.61% shareholding, Dr. Reddy’s Holdings Limited (“DRHL”) holds 23.08% and other promoter group entities namely Dr. K. Anji Reddy, Ms. K. Samrajyam, Mr. Satish Reddy, Mr. G. V. Prasad, Ms. G. V. Anuradha (PACs) collectively hold 2.53%.
Page 3 of 5 a non-commercial transaction which will not prejudice the interests of the public shareholders of the Target Company in any manner. b) The proposed gift of 83.17% of the shares of DRHL to the APS Trust is only an internal re- organization within the Reddy Family. There will be no change in control or management of the Target Company pursuant to the proposed gift to the APS Trust. c) There will be no change in the shareholding pattern for promoter group of the Target Company pursuant to the proposed gift of shares of DRHL to the APS Trust. d) The change in the identity of persons who will indirectly exercise voting rights over the Target Company through DRHL will only be between persons who, in their personal capacities, are promoters of the Target Company and are also relatives of the Transferors.
Page 4 of 5 9. The aforesaid application dated September 26, 2011 was forwarded to the Takeover Panel in terms of regulation 11(5) of the Takeover Regulations, 2011. After examination of the facts and circumstances stated in the application, the Takeover Panel, vide its report dated March 29, 2012 recommended as under- “The indirect acquisition pursuant to the proposed gift is only an internal reorganization of the shareholding of DRHL within the Reddy Family for the purpose of a private family arrangement for the benefit of the members of the Reddy Family. The indirect acquisition will not be a commercial transaction. There will be no change of control or management of the Target Company pursuant to the proposed gift of shares of DRHL to the APS Trust. The Trustees of the APS Trust (that is, the Acquirers) through whom control is exercised over the assets of the APS Trust, are promoters of the Target Company. Consequently, there will be no change in the control or management of the Target Company pursuant to the proposed gift of shares to the APS Trust. In the view of the above, the panel was of the view that the indirect acquisition for which exemption is sought will not affect or prejudice the interests of the public shareholders of the Target Company in any manner. Further, there will be no change of control, or shareholding of the Target Company pursuant to the aforesaid indirect acquisition. Accordingly, the panel recommends exemption to the applicants, as prayed for in
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Source: SecMarx — sebi:WTM/RKA/CFD-DCR-1/19/2012. 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.