sebi:WTMO/12/CFD/05/04
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Facts / Headnote
Exemption granted from complying with Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 for the proposed acquisition of 20,00,000 equity shares of Oswal Spinning and Weaving Mills Ltd. on preferential allotment basis.
Provisions invoked
- s. 19
- s. 81
Regulations
- Reg. 4
- Reg. 10
Holding
SEBI granted exemption to the promoters and persons acting in concert from complying with Regulation 10 of the Takeover Regulations in respect of the proposed acquisition of 20,00,000 equity shares of Oswal Spinning and Weaving Mills Ltd. by preferential allotment pursuant to a CDR-approved debt restructuring package.
Full text
WTMO/12/CFD/05/04 Oswal Spinning and Weaving Mills Limited (hereinafter referred to as “the target company”) proposes to issue 91,19,100 equity shares of Rs. 10/-each to the promoters and persons acting in concert namely Smt. Satya Rani Oswal, Smt. Taru Oswal, Smt. Karuna Oswal, M/s Ashok Oswal & Sons, (HUF), M/s Satish Oswal & Sons, Oswal Cottex Exports Ltd., Anant Portfolio Pvt. Ltd., Sidhant Investment Pvt. Ltd. and Oswal Industries Pvt. Ltd. (hereinafter referred to as “the acquirers”) and financial institutions namely IFCI Ltd., Life Insurance Corp. of India, General Insurance Corp. of India, The Oriental Insurance Company Ltd., United India Insurance Co. Ltd., Unit Trust of India (hereinafter referred to as “financial institutions”). Out of the aforesaid 91,19,000 shares , the acquirers are being allotted 20,00,000 shares by the target company . The shares of the target company are listed at Mumbai Stock Exchange, Ahmedabad Stock Exchange, Delhi Stock Exchange, Ludhiana Stock Exchange and the Calcutta Stock Exchange. As the proposed acquisition would result in increase of the shareholding of the acquirers in the target company from 0.49% to 19% the acquirers have filed an application dated February 21, 2004 to the Securities and Exchange Board of India (hereinafter referred to as “SEBI”) seeking exemption from complying with the provisions of Chapter III of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "the said reg
trustee to the NCD holders. The restructuring package was approved by CDR Cell subject to, interalia conversion of unsecured loans into equity shares. As a condition of the CDR package the target company proposes to convert i. 40% simple interest on outstanding loans of FIs amounting to Rs. 7.119 crores into 71.19 lacs equity shares of Rs. 10/- each and ii unsecured loans of promoters amounting to 2 crores into 20 lacs equity shares of Rs. 10/- each at par. and allot these shares on preferential basis to the financial institutions and the acquirers.
A) Financial Institutions i. 38,69,300 equity shares to IFCI Ltd. ii. 12,48,900 equity shares to Life Insurance Corporation India Ltd. iii. 1,68,400 equity shares to General Insurance Corporation Ltd iv. 1,58,400 equity shares to the Oriental Insurance Company Ltd. v. 3,36,900 equity shares to United India Insurance Co. Ltd. vi. 13,37,200 equity shares to Unit Trust of India B) Promoter Group (Promoters / Persons acting in concert with Promoters) i. 60,000 equity shares to Smt. Satya Rani Oswal ii. 80,000 equity shares to Smt. Taru Oswal iii. 80,000 equity shares to Smt. Karuna Oswal iv. 1,00,000 equity shares to M/s Ashok Oswal & Sons, (HUF) v. 70,000 equity shares to M/s Satish Oswal & Sons, vi. 5,00,000 equity shares to Oswal Cottex Exports Ltd. vii. 3,00,000 equity shares to Anant Portfolio Pvt. Ltd. viii. 5,50,000 equity shares to Sidhant Investment Pvt. Ltd. ix. 2,60,000 equity shares to Oswal Industries Pvt. Ltd.
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Source: SecMarx — sebi:WTMO/12/CFD/05/04. 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.