sebi:WTMO/31/CFD/12/03
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Facts / Headnote
Exemption granted from Regulations 10, 11 and 12
Provisions invoked
- s. 19
Regulations
- Reg. 4
- Reg. 10
- Reg. 3(4)
- Reg. 3(5)
Holding
SEBI granted the Acquirer (KSB AG) exemption from Regulations 10, 11 and 12 for the proposed acquisition by way of inter se transfer of 40.54% shares of the target company in the manner described.
Full text
4.0 The said applications were forwarded to the Takeover Panel on October 29, 2003 in terms of sub-regulation (4) of regulation 4 of the said Regulations. The Takeover Panel has recommended, inter alia, as under: “The facts disclosed in the application show that the intended acquisition is by transfer of the said equity shares inter-se within the KSB Group to the KSB AG and as such grant of exemption as sought is recommended subject to acquisition by transfer of the said equity shares from Canadian Kay Pump Ltd to KSB AG being effective on winding up of Canadian Kay Pump Ltd.” In view of the same, the Takeover Panel has recommended for grant of exemption as sought in the application. 5.0 I have taken into consideration the application dated October 15, 2003, further
A.K.BATRA MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: December 12, 2003 Place: Mumbai
submissions made by the Acquirer vide letter dated October 23, 2003, the material available on record and the recommendations of Takeover Panel. 5.1 It is noted that the shares of the target company are listed on the Bombay Stock Exchange, National Stock Exchange and Pune Stock Exchange. 5.2 It is noted that acquisition is by transfer of 40.54% equity shares of the target company inter se within the KSB Group to the Acquirer which is stated to the parent company of the group. 5.3 It is noted that the modus operandi to be adopted for the acquisition of 40.54% shares of the target company by the Acquirer is to take place in two stages. Firstly, the entire share holding in Canadian Kay Pump Ltd, currently held by PAB Pumben will be transferred to the Acquirer. As a result of such proposed transfer, Canadian Kay Pump Ltd will become a 100% subsidiary of the Acquirer. Later, Canadian Kay Pump Ltd will be voluntarily liquidated and wound up and all its assets including the said shareholding of 40.54% in the Target company will be transferred to and shall vest in the Acquirer.
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Source: SecMarx — sebi:WTMO/31/CFD/12/03. 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.