sebi:WTMO/03/CFD/06/2005

SEBI · SEBI · 2004-10-30 · Madhukar, Whole Time Member

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Facts / Headnote

Exemption granted to DLF Commercial Developers Ltd. from complying with Regulations 14, 15, 16 and 18 of the Takeover Regulations, subject to conditions.

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 13
• Reg. 14
• Reg. 4(2)
• Reg. 10
• Reg. 20(5)
• Reg. 18

Holding

SEBI granted exemption to DLF Commercial Developers Ltd. from the requirements of Regulations 14, 15, 16 (public announcement) and Regulation 18 (draft letter of offer) of the Takeover Regulations for the proposed acquisition of 2550 equity shares (1.27%) held by 26 public shareholders of Bhoruka Financial Services Ltd., subject to conditions including individual offer letters, special resolution, and appointment of a SEBI registered Merchant Banker.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ ORDER IN THE MATTER OF PROPOSED ACQUISITION OF SHARES OF BHORUKA FINANCIAL SERVICES LIMITED.

WTMO/03/CFD/06/2005 1.0 BACKGROUND 1.1 Bhoruka Financial Services Ltd. (hereinafter referred to as ‘the target company’) having its registered office at Whitefield Road, Mahadevapura Post, Bangalore – 560 048, is a company registered under the Companies Act, 1956. The shares of the target company are listed on Bangalore Stock Exchange Limited. 2.0 APPLICATION FOR EXEMPTION 2.1 DLF Commercial Developers Ltd. (hereinafter referred to as ‘acquirer’) is a public limited company which belongs to DLF Group and is a subsidiary company of DLF Universal Ltd. The acquirer filed an application dated October 30, 2004 under regulation 4(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘Takeover Regulations’), with Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’). The said application is filed seeking exemption from making Public Announcement and complying with other formalities under Chapter III of the Takeover Regulations in respect of open offer to be made under Regulations 10 and 12 of the Takeover Regulations to the balance public shareholders pursuant to the proposed acquisition of 1,98,850 equity shares / voting rights (98.73%), from the promoters of the target company and their relatives @ Rs. 2400/- per equity share. 3.0

would hold 98.73% shares of the target company. By virtue of the said acquisition the acquirer would acquire the majority shares/voting rights and the control over the target company. b) the target company is having only 26 public shareholders holding 1.27% shares of the target company. c) the shares of the target company are infrequently traded. The acquirer is proposing to acquire the shares at Rs. 2,400/- per share, which is far above the price that could be arrived at following the parameters as stated in Regulation 20(5) of the Takeover Regulations. d) the target company has only 26 public shareholders and each one of them can be reached effectively by issuing registered acknowledgment due letters to them and thus the purpose of making the public offer could be effectively achieved. No purpose would be served by making a public announcement/ public offer and avoidable expenses involved in making public offer/public announcement can be avoided by granting exemption. e) the exemption from the formalities as prescribed under Regulations 13,14,15,16 & 18 would expedite the process of proposed acquisition without affecting the interest of any of the public shareholders of the target company. 3.2 The shareholding pattern of the target company before and after the proposed acquisition is as follows: Shareholders Category Number

Source: SecMarx — sebi:WTMO/03/CFD/06/2005. 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.