sebi:WTMO/48/CFD/10/2006

SEBI · SEBI · 2006-02-23 · T.C. Nair, Whole Time Member

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Facts / Headnote

Application for exemption from Regulation 10 of the Takeover Regulations disposed of; exemption granted

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 3
• Reg. 10
• Reg. 2
• Reg. 4(2)
• Reg. 3(4)
• Reg. 2(1)(e)(2)
• Reg. 3(1)(e)(i)

Holding

The Whole Time Member granted exemption from the requirement of making a public announcement under Regulation 10 of the Takeover Regulations to the acquirers in respect of the proposed acquisition of 42.7822% equity shares of South Asian Enterprises Ltd. from the transferor, an inter se transfer within a group.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ In the matter of Proposed Acquisition of Equity Shares Of M/S South Asian Enterprises Limited Oct 23, 2006 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

Total 4000000 100.0000 4000000 100.0000 2.4 The acquirers vide letter dated March 06, 2006 further submitted that the transferor has complied with the provisions of Chapter II of the Takeover Regulations. 3.0 RECOMMENDATION OF THE TAKEOVER PANEL – 3.1 The aforesaid application dated 23.2.2006 was forwarded to the Takeover Panel in terms of sub-regulation (4) of Regulation 4 of the Takeover Regulations. The Takeover Panel p its report dated 9.03.2006 by which the Panel has recommended as under – “The Acquirers are wholly owned subsidiaries of VLS Finance Ltd., the transferors of equity shares proposed to be acquired. The Transferor and Acquirers are covere definition of ‘group’ as given in regulation 3(1)(e)(i) of the Takeover Code read with Section 2(ef) of the MRTP Act, 1969. The proposed transfer of shares is an inte amongst group as defined in Regulation 3(1)(e)(i) of the Takeover Code and would ordinarily be covered under the exemption category stated in the Takeover Code. H ‘group’ is not disclosed in the previous annual report for the year 2004-05 of the target company and as such, exemption is sought from the applicability of Regulati Takeover Code as automatic exemption under Regulation 3 (1)(e)(i) is not available.   On the facts stated in the Application, grant of exemption as sought is recommended. However, the Securities and Exchange Board of India may, if so desired, look in of pending cases against any of the parties involved.  ” 4.0 FINDINGS 4.1       I have ca

d. The acquirers are not holding any share in the target company. The acquirers do not have any other persons acting in concert (PAC) with them in respect of the proposed acquisition. Although in terms of regulation 2(1)(e)(2)(i) of the Takeover Regulations, the holding company of the acquirers is deemed to be the person acting in concert, the transferor i.e. the holding company of acquirers, being the seller of the shares of the target company has not been declared as PAC by the acquirers in respect of the proposed transaction . e. There will not be any change in the control in the target company pursuant to the proposed transfer. f. None of the acquirers have made any open offer in terms of the said regulations in the past. There has not been any instance of adjudication proceeding against either of the acquirers by the SEBI. g. Neither of the acquirers has filed any application under regulation 4 of the Takeover Regulation. Further, no report has been filed by either of the applicants under regulation 3(4) of the Takeover Regulations with SEBI. h. The proposed transfer is, in effect, an inter se transfer amongst group as contemplated in regulation 3 (1) (e) (i) of the Takeover Regulations. However, the disclosure to that effect in the previous Annual Report (for the year 2004-05) of the target company was not made and therefore specific exemption is sought for the purpose of compliance with regulation 10 of the Takeover Regulations. 2.3 The shareholding pattern of the targ

Source: SecMarx — sebi:WTMO/48/CFD/10/2006. 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.