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Sebi exempts Rajesh Gandhi Family Trust from compliance with certain takeover norms provisions

NEW DELHI: Markets regulator Sebi on Monday exempted Rajesh Gandhi Family Trust from complying with certain provisions of takeover norms following its proposed direct and indirect acquisition of shares in Vadilal Industries Ltd.

The Trust had filed an application with the regulator in May 2020, seeking exemption from certain provisions of takeover regulations.

Sebi noted that the proposed acquisition is undertaken to carry out an internal reorganisation within promoter family and is intended to streamline succession and promote welfare of promoter family.

Besides, there will be no change in control of the firm pursuant to the proposed acquisition and the pre-acquisition and post-acquisition shareholding of the promoters and promoter group will remain the same.

Also, there will be no change in the public shareholding of the company.

Sebi said the exemption granted is limited to the requirements of making an open offer under the Takeover Regulations, 2011.

The exemptions “shall not be construed as exemption from the disclosure requirements under… compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations“, it added.

In a separate order, Sebi exempted Girishpal Singh Family Trust, Vijendra Singh Family Trust and Harendra Singh Family Trust from complying with certain takeover norms provisions with respect to their proposed direct acquisition in H.G. Infra Engineering Ltd.

The company’s equity share capital representing 74.25 per cent of the equity shares will be transferred by Hodal Singh to the acquirer trusts, wherein the persons forming part of the promoter/promoter group of the firm and their immediate relatives are the trustees and beneficiaries.

There is no fresh acquisition of shares by the promoter group and the pre-acquisition and post-acquisition shareholding of the promoters and promoter group in the company will remain same, Sebi noted while granting exemption subject to certain conditions.

Separately, Sebi gave exemption to eight trusts from complying with certain provisions of takeover norms with regard to their proposed acquisition of shares in Thirumalai Chemicals Ltd.

The trusts are Sampath Family Trust, Sujata Sampath Family Trust, Vidya Family Trust, Ramya Family Trust, R Parthasarathy Family Trust, Tara Parthasarathy Family Trust, Meera Parthasarathy Family Trust, and Bhooma Parthasarathy Family Trust.

Sebi noted the acquirer trusts would directly and indirectly hold the same number of shares in the firm as currently being indirectly held by the transferors who are part of the promoters and promoter group of the target company.

“The proposed acquisitions are in furtherance to an internal reorganisation within the promoter family and are intended to streamline succession and promote welfare of promoter family,” it added.

Besides, the proposed direct and indirect acquisitions would be non-commercial transactions, which would not affect or prejudice the interests of the public shareholders of the firm in any manner. And, there will be no change in control of the company pursuant to the proposed acquisition.

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