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Sebi exempts Anurag Benefit Trust from open offer obligations

·2-min read

New Delhi, Apr 19 (PTI) Markets regulator Sebi on Monday exempted Anurag Benefit Trust from making open offers following the proposed acquisition of shares in West Leisure Resorts Ltd and Winmore Leasing and Holdings Ltd.

The orders came after Sebi received applications from the trustee of Anurag Benefit Trust seeking exemption from the applicability of SAST (Substantial Acquisition of Shares and Takeovers) Regulations in the matter of proposed acquisition of shares in the two firms.

The trust is a family trust, whose trustees and beneficiaries are promoters or immediate relatives of the promoter of the two companies.

Lalita Devi Jatia, who is the promoter of the two firms, holds 71.04 per cent and 58.92 per cent equity shares of West Leisure Resorts and Winmore Leasing and Holdings respectively.

Under the proposed acquisition, the trust proposed to acquire 71.04 per cent equity shares of West Leisure Resorts from Jatia.

In addition to the direct acquisition, the trust also proposed to acquire shares in Winmore Leasing and Holdings, member of the promoter group (which is owned and controlled by promoter and or immediate relatives of the promoter) resulting in an indirect acquisition of shares or control in West Leisure Resorts.

In the case of Winmore Leasing and Holdings, the trust proposed to pick up Jatia's entire 58.92 per cent stake in Winmore Leasing and Holdings. The proposed acquisitions of equity shares will be made by way of gift and/or purchase. The equity shares acquired through purchase will be acquired at fair market value.

The proposed transactions will attract the obligation to make open offers under the takeover regulations and accordingly exemption was sought from the regulator.

In separate orders, Sebi said there will be no change in control of the firms pursuant to the proposed acquisitions.

The pre-acquisition and post-acquisition shareholding of the promoters and promoter group in the companies will remain the same. Besides, there will also be no change in the public shareholding of the companies.

Accordingly, the regulator has granted exemption to the proposed acquirer, viz. Anurag Benefit Trust from complying with the requirements of the Takeover Regulations 2011 with respect to the proposed direct acquisitions in the target companies --West Leisure Resorts Ltd and Winmore Leasing and Holdings Ltd--by way of proposed transactions.

The exemption is subject to certain conditions, including compliance with the provisions of the Companies Act and other norms.

It, further, said the exemption granted is limited to the requirements of making an open offer under the takeover regulations and will not be construed as an exemption from the disclosure requirements under compliance with the PIT (Prohibition of Insider Trading) norms and LODR (Listing Obligations and Disclosure Requirements) Regulations. PTI SP MR