MX Ltd. (Target Company) is a listed company. The company has 2 promoters, namely Namita and Sunita who holds paid up equity shares representing 29% and 40% respectively, making the aggregate shareholding of the promoter

CS Executive · Securities Laws and Capital Markets · PYQS · June 2022
MX Ltd. (Target Company) is a listed company. The company has 2 promoters, namely Namita and Sunita who holds paid up equity shares representing 29% and 40% respectively, making the aggregate shareholding of the promoters in the Target company 69%. On 15th February, 2018, Target company allotted 75,00,000 convertible warrants to Namita on preferential basis with due approval from Stock Exchange. These warrants were converted into equity on 30th June, 2018. Pursuant to the conversion, the shareholding of Namita increased from 29% to 37% of the paid up share capital of the Target company. However, during 20th June, 2018 to 25th June, 2018, Sunita sold some shares, thereby reducing the overall promoters shareholding from 69% to 68% of the paid up share capital of the Target company. What are the disclosure requirements under the SAST Regulations, if any that Namita will have to comply with?

Answer & Explanation:

Namita will be required to make a disclosure of change in shareholding under Regulation 29(2) of the SAST Regulations. According to Regulation 29(2), any person together with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below five per cent, if there has been change in such holdings from the last disclosure made and such change exceeds two per cent of total shareholding or voting rights in the target company. The disclosures shall be made within two working days of the receipt of intimation of allotment of shares, or the acquisition or the disposal of shares or voting rights in the target company to- (a) every stock exchange where the shares of the target company are listed; and (b) the target company at its registered office.

Topics: Takeovers

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