PQR Ltd. listed its shares in NSE. Its promoters hold 56.5% of paid-up equity share capital as on 31st March, 2022. On 10th October, 2022, some of the promoters who were having convertible warrants in the company, has co
CS Executive · Securities Laws and Capital Markets · PYQS · December 2023
PQR Ltd. listed its shares in NSE. Its promoters hold 56.5% of paid-up equity share capital as on 31st March, 2022. On 10th October, 2022, some of the promoters who were having convertible warrants in the company, has converted their 12 lakh into equity shares. Consequent to the conversion, the Promoters' holdings increased by 3.95%. Prakash, one of the promoters of the company was holding 16.5% of equity share capital in the company. He proposed to gift 2% of equity shares of the company through transfer to his immediate relative, Vipin. Answer the following in the light of SEBI(SAST) Regulations, 2011. (iii) Would the promoters be permitted to avail any exemption under the regulations ?
Answer & Explanation:
Yes, the promoters might be permitted to avail an exemption under Regulation 10 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Regulation 10(1)(a)(ii) provides an exemption for acquisitions pursuant to an 'inter se' transfer of shares amongst qualifying immediate relatives. Since Prakash is gifting shares to his immediate relative, Vipin, this transfer would qualify as an 'inter se' transfer between immediate relatives. For this exemption to apply, the acquirer (Vipin) must, within twenty-one working days of the date of acquisition, submit a report in the specified form along with supporting documents to SEBI. Therefore, if the conditions of Regulation 10 are met, the promoters would be permitted to avail this exemption from the obligation to make an open offer.
Topics: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
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