The following is the information of JSP Limited listed on BSE: (a) The paid up equity share capital of the company is ₹ 11,50,00,000 comprising of 1,15,00,000 equity shares of ₹ 10 each. (b) The promoters of the company

CS Professional · Capital Commodity and Money Market · PYQS · December 2017
The following is the information of JSP Limited listed on BSE: (a) The paid up equity share capital of the company is ₹ 11,50,00,000 comprising of 1,15,00,000 equity shares of ₹ 10 each. (b) The promoters of the company viz. Mr. Jayanth together with his relatives and associate companies are holding 60,12,166 equity shares, representing 52.25% of the total paid up capital of the company as on 31-03-2011. (c) The promoters intend to acquire further 15% (575000 equity shares) of total share capital of the company under regulation 3(2) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (hereinafter referred as "Takeover Regulations") in the financial year 2013-14. (d) Further, they are desirous of increasing their holding by further 5% equity shares (5,75,000) in each financial year of 2014-15, 2015-16, 2016-17 in terms of the regulations without making any public announcement, by way of purchase from the open market in normal segment on the stock exchange. (e) The said acquisitions shall also not be through bulk/block deal/negotiated deal or preferential allotment. In light of the above information, explain the following: (a) Can the promoters of the company acquire additional 5% (575000 shares) during the financial year 2013-14 as per regulation 3(2) of the Takeover Regulation?

Answer & Explanation:

The regulation 3(2) of the SEBI (Takeover) Regulations, 2011 provides for exemption from making a public announcement subject to the following conditions: The shareholding of the Acquirer is between 25% of the total shares or voting rights of the company and the "maximum permissible non-public shareholding limit." Pursuant to the acquisition, the shareholding of the Acquirer should not breach the maximum public shareholding limit. For calculating the acquisition limit of 5% of shares or voting rights, as specified under regulation 3(2) of the Takeover Regulations, only gross acquisitions shall be taken into account. Any intermittent fall, in shareholding owing to disposal of shares by the acquirer or dilution of shareholding on account of fresh issue of share capital shall be ignored. In case the acquisition has taken place by way of issue of new shares of the target company or where the target company has issued shares during a financial year, the difference between the pre-allotment and post-allotment voting rights shall be taken into account for calculating the acquisition limit under regulation 3(2) of the Takeover Regulations. Further the Promoters of the company are currently holding 52.25% shares in the company, which is within the eligible limit as stated at point 4(a) above. The promoters want to increase their shareholding by 5% in each of the financial year 2011-12, 2012-13, 2013-14 and 2014-15. The precise query of the applicant is whether Promoters of the company are allowed to acquire 5% of shares only once, or the facility to acquire 5% of shares is available for every financial year. Yes, the promoters can acquire additional 5% (575000 shares) during the financial year 2013-14 as per regulation 3(2) of the Takeover Regulations, provided other conditions are met.

Topics: SEBI Regulations

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