sebi:WTMO/56/CFD/02/04

SEBI · SEBI · 2003-12-15 · A. K. BATRA, Whole Time Member

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Facts / Headnote

Exemption granted from compliance with Regulations 10 and 11(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 3
• Reg. 10
• Reg. 4(2)
• Reg. 11(1)
• Reg. 3(1)
• Reg. 20(4)
• Reg. 199
• Reg. 104

Holding

SEBI granted exemption to Stanrose Mafatlal Investment and Finance Limited from complying with Regulations 10 and 11(1) of the Takeover Regulations in respect of its proposed acquisition of 7,02,000 equity shares of Industrial Investment Trust Limited from Shanudeep Private Limited, both being constituents of the same group.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ ORDER IN THE MATTER OF PROPOSED ACQUISITION OF SHARES OF INDUSTRIAL INVESTMENT TRUST LIMITED- EXEMPTION APPLICATION UNDER REGULATION 4(2) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997

4(2) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 WTMO/56/CFD/02/04 1.0 Stanrose Mafatlal Investment and Finance Limited (hereinafter referred to as “the acquirer") is stated to be one of the constituents of the Stanrose Mafatlal Group headed by Shri R.N. Mafatlal. The acquirer is stated to hold 14,50,000 equity shares of Rs. 10 each which represents 14.58 % of the paid up capital of Industrial Investment Trust Limited (hereinafter referred to as the "target company”). The acquirer proposes to acquire 7, 02,000 equity shares of the target company which is currently held by Shanudeep Private Limited which is also stated to be another constituent of the Stanrose Mafatal Group. The proposed acquisition would increase the holding of the acquirer in the target company from 14.58% to 21.60%. 2.0 The acquirer had made an application dated 15.12.2003 to the Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) under sub-regulation (2) of regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 (hereinafter referred to as “the said regulations”) seeking exemption from the applicability of Regulation 10 and Regulation 11(1) of the said Regulations. 3.0 In the aforesaid application, the acquirer submitted, interalia, the following: 3.1 The shares of the target company are listed on the Stock Exchange Mumbai (BSE) and Ahmedabad Stock Exchange (ASE).

3.2 Stanrose Mafatlal Group is holding 21.77% equity in the Target company. In order to bring the said strategic investment of the group in one place i.e., with the acquirer which is the Group’s Investment company, the acquirer proposes to acquire 702000 equity shares of the target company from Shanudeep Private Limited which is also stated to be a constituent of the Stanrose Mafatlal Group. 3.3 As a result of the proposed acquisition, the individual stake of the acquirer in the target company would increase from the current level of 14.58% to 21.60%. However, the overall stake of the Stanrose Mafatlal Group would remain static at the same level at 21.77%. 3.4 As the proposed transaction is inter-se amongst the group it will not affect the current capital structure or equity pattern of the company. The paid up equity capital of the target company will remain the same at 1, 00,00,000 equity shares of Rs. 10 each, agreegrating to Rs, 10,00,00,000. 3.5 The acquisition price is Rs. 27.50 per share or as may be agreed upon between the parties to the transaction (which are within the same group) keeping in view the pricing guidelines given under Regulation 20(4) / 20(5) of the said regulations. 3.6 There is no change in the management control of the target company as a result of the proposed acquisition. 3.7 The proposed transaction between the acquirer and Shanudeep Pvt. Ltd. would have enjoyed the inbuilt exemption provided under the regulation 3(1) (e) (i) / (iv) but for the fac

Source: SecMarx — sebi:WTMO/56/CFD/02/04. 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.