Visualsight Ltd. is a listed company. The promoters hold 61.50% paid up equity share capital as on 31st March, 2018. On November 2, 2018, some of the promoters who hold convertible warrants in the company converted 15000
CS Executive · Securities Laws and Capital Markets · PYQS · December 2019
Visualsight Ltd. is a listed company. The promoters hold 61.50% paid up equity share capital as on 31st March, 2018. On November 2, 2018, some of the promoters who hold convertible warrants in the company converted 1500000 warrants into shares, as result of which the holding of promoters increased by 4.10%. Vihaan ('Transferor'), one of the promoters holds 18.50% of equity share capital in the company proposed to gift 1.20% equity shares of the company to immediate relative by way of Transferor. Taking into account SEBI (SAST) regulations, answer the following questions in detail: Whether the proposed transfer trigger an obligation upon the Transferor for open offer?
Answer & Explanation:
In terms of Regulation 3(2) and 3(3) or the SEBI (SAST) Regulations, 2011, an obligation to make an open offer would arise if the acquirer (along with persons acting in concert) is already entitled to exercise 25% or more of the voting rights in an Indian listed company, and acquires additional shares or voting rights entitling it to exercise more than 5% voting rights in an Indian listed company, in a financial year. By virtue of conversion of warrants into shares, the promoter shareholding in the Company has already increased by 4.10%. Therefore. a further transfer (by way of gift) of shares constituting 1.2% of the equity share capital of the Company to an immediate relative in the same financial year would increase the gross acquisition of shares by the promoter group in excess of the 5% threshold under Regulation 3(2) of SEBI (SAST) Regulations, 2011, hence triggering the requirement to make an open offer.
Topics: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
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