SEBI Exempts Sameer Gehlaut IBH Trust From Open Offer Obligation
Markets regulator SEBI on Tuesday exempted Sameer Gehlaut IBH Trust from making open offer following its proposed acquisition of shares in Indiabulls Housing Finance Ltd.
SEBI noted that objective of the proposed acquisition is to achieve efficient succession planning as well as for holding the controlling interest in Indiabulls Housing Finance in one entity rather than spreading the holding amongst different individuals, which may not be in the best interest of the company.
Efficient succession planning for the next generation is being facilitated through the acquirer trust, the regulator said in its order.
The order came after SEBI received an application from the trustees of Sameer Gehlaut IBH Trust, seeking exemption from the applicability of Substantial Acquisition of Shares and Takeovers Regulations in the matter of the proposed acquisition of shares in Indiabulls Housing Finance.
Under the proposed acquisition, Sameer Gehlaut IBH Trust proposes to acquire a 3.91% stake of Indiabulls Housing Finance from Sameer Gehlaut and another 11.09% holding in the company from Inuus Infrastructure.
Following the proposed acquisition, the trust would hold 15% in Indiabulls Housing Finance.
Sameer Gehlaut, who is the promoter of Indiabulls Housing Finance, holds 100% equity shares of Inuus Infrastructure.
The total promoter and promoter group own 23.43% shareholding in the housing finance company.
The proposed transaction will attract the obligation to make an open offer under the takeover regulations and accordingly exemption was sought from the regulator.
In its order, SEBI said there will be no change in control of the firm pursuant to the proposed acquisition.
The pre-acquisition and post-acquisition shareholding of the promoters and promoter group in the company will remain the same. Besides, there will also be no change in the public shareholding of the company.
Accordingly, the regulator has granted "exemption to the proposed Acquirer, viz. Sameer Gehlaut IBH Trust from complying with the requirements ... of the Takeover Regulations 2011 with respect to the proposed direct acquisitions in the Target Company, viz. Indiabulls Housing Finance Ltd., by way of proposed transactions".
The exemption is subject to certain conditions, including compliance with the provisions of the Companies Act and other norms.
It, further, said the exemption granted is limited to the requirements of making an open offer under the takeover regulations and will not be construed as an exemption from the disclosure requirements under compliance with the Prohibition of Insider Trading norms and Listing Obligations and Disclosure Requirements Regulations.