"Scheme of Reconstruction pursuant to order of competent authority does not trigger open offer under SEBI (SAST) Regulations." Explain the regulation with reference to any event occurred since promulgation of said regula

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · December 2017
"Scheme of Reconstruction pursuant to order of competent authority does not trigger open offer under SEBI (SAST) Regulations." Explain the regulation with reference to any event occurred since promulgation of said regulation in 2011.

Answer & Explanation:

As per Regulation 10(1)(d)(ii) of SEBI (SAST) Regulations, 2011 any acquisition in terms of a scheme of arrangement involving the target company as a transferor or as a transferee company, or for reconstruction of the target company approved or sanctioned by a court of competent jurisdiction, whether Indian or foreign, open offer is not triggered even if the acquisition surpasses the threshold limit for open offer. Regulation 10(6) of the SEBI (SAST) Regulations, 2011 requires filing of a report by the acquirer, if any exemption from Regulations availed, in a prescribed form within 4 working days from the acquisition date with the concerned stock exchange. The stock exchange shall forthwith disseminate such information to the public. Competent authority is not interpreted to confine to only courts. In the matter of reacquisition of Spice Jet Ltd. by Mr. Ajay Singh from Thiru Kalanidhi Maran and KAL Airways Pvt. Ltd. raising Mr. Singh's holding from 1.85% to 60.31%, Mr. Singh did not go through the open offer process. They took the plea, as the scheme of reconstruction was as per approval by the Ministry of Civil Aviation as a competent authority. Such a plea that Ministry of Civil Aviation as competent authority is neither questioned by SEBI nor anyone else.

Topics: Corporate Restructuring

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