Takeover Panorama - TakeoverCode.com

More documents

Recommendations

Info

InsightLegal Update- Adjudicating Officer Order in the matter of Star Leasing Limited- Adjudicating Officer Order in the matter of Blue Coast Hotels andResorts Limited- Takeover Panel Order in the matter of Pacific Cotspin Limited3- Takeover Panel Order in the matter of Arvind Remedies Limited- Takeover Panel Order in the matter of Expo Gas Containers Limited- Consent OrdersLatest Open Offers 12Hint of the Month 13Regular Section- An analysis of Term Bulk Deal and Block DealCase Study- An analysis of AT&T acquisition and sale in Tech Mahindra1417Market Update 19Our Team 20Page 2 of 20
Legal UpdateAdjudicating Officer order in the matter of Star Leasing LimitedFacts:1. SEBI received a draft letter of offer in respect ofacquisition of shares of Star Leasing Limited (TargetCompany) by 3A Capital Services Limited and Mr. RajanM Shah (Acquirers).2. On examination of the letter of offer, it was observedthat the promoters and directors of the TargetCompany namely, Mr. Mir Ahmad Ali Khan, Mr.The disclosure under regulation7(1A) of SEBI Takeover Regulations isrequired where the pre holding ofthe acquirer prior to the acquisitionor sale is equal to or more than 55%of the paid up capital of the TargetCompany.Hasnain Ali Khan, Mrs. Rasheeda Fatima and Mr. Mir Mehdi Ali Khan (Noticees) has failed to disclosewithin the stipulated time the off market sale by them of 37,250 shares (15.52%) on July 15, 2008,thereby, contravening the provision of Regulation 7(1A) of SEBI (SAST) Regulations, 1997.3. Further, it was observed that the Noticees had acquired 78.92% shares of the Target Company fromthe old promoters vide SPA dated March 12, 2001 and accordingly made the open offer to theshareholders of the Target Company under which they had acquired 24,551 (10.23%) shares, as aresult, there shareholding has increased to 89.15% of the paid up capital of the Target Company.4. Accordingly a show cause notice was issued to the Noticees for the alleged violation of regulation7(1A) of SEBI (SAST) Regulations, 1997.Issue:Whether the Noticees were required to make the disclosure under Regulation 7(1A) of the SEBI (SAST)Regulations, 1997 where the aggregate shareholding of the Noticees before the sale underconsideration is more than 75% i.e. they were holding 89.15% of the Target Company?Decision:In terms of regulation 7(1A) of SEBI (SAST) Regulations, 1997 as existed at that time, any acquirer whohave acquired the shares /voting rights of the Target Company under regulation 11(1) of the saidPage 3 of 20
Page 1: Takeover PanoramaA Monthly newslett
Page 5 and 6: 2. Accordingly a show cause notice
Page 7 and 8: Takeover Panel Order in the matter
Page 9 and 10: conversion of 45,00,000 warrants in
Page 11 and 12: i. Inter se transfer of 8,600 share
Page 13 and 14: Nath Mittal, BrijEquity Shares at a
Page 15 and 16: Duties of the Stock Exchange:The St
Page 17 and 18: a recognised stock exchange; and(b)
Page 19 and 20: Market Updates NYSE Euronext to sel

Takeover Panorama - TakeoverCode.com

Create successful ePaper yourself

Delete template?

Save as template?