Securities and Exchange Board of India (SEBI)<\/b>: G. Mahalingam, (Whole Time Member) disposed of the application allowing exemption from the Takeover Regulations, 2011 when the proposed acquisition was not prejudicial to the public shareholding.<\/p>\n
An application seeking exemption from the applicability of, Regulations 3, 4 and 5 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (\u201cTakeover Regulations\u201d) in the matter of proposed acquisition of shares and voting rights in the Target Company, was received by SEBI from Amit Anand on behalf of Anand Drishti Trust (\u201cAcquirer Trust\/Proposed Acquirer\u201d) for acquiring APIS India Limited (\u201cTarget Company\u201d).<\/p>\n
The proposed acquisition involved a transfer of 71.04% equity shares from Prem Anand, Vimal Anand, Amit Anand, Manisha Anand and Sakshi Anand to Anand Drishti Trust. This transaction would result in a direct acquisition of shares by the Acquirer Trust in the Target Company attracting Regulation 3 of the Takeover Regulations 2011 The Acquirer Trust would also acquire shares in the Promoter Companies resulting in an indirect acquisition of shares\/control in the Target Company which would also result in an indirect acquisition of shares\/control in the Target Company i.e. acquisition by Anand Drishti Trust of 1.07% equity shares held by APIS Naturals Product Private Limited and 2.61% equity shares held by Modern Herbals Private Limited, attracting Regulation 5 of the Takeover Regulations 2011.\u00a0<\/span><\/p>\n An exemption was sought on the grounds that the proposed acquisition would take place pursuant to a private family arrangement, which was intended at consolidation of shareholding of existing Individual Promoters in APIS in a family trust to facilitate succession planning and welfare of the Anand Family. It is a non\u2013commercial transaction, which will not prejudice the interests of the public shareholders of the Target Company in any manner.\u00a0<\/span><\/i><\/p>\n On a careful perusal of the materials on record, it was found that the Trust was in substance, only a mirror image of the Promoters\u2019 holdings and consequently, there was no change of ownership or control of the shares or voting rights in the Target Company. The Acquirer Trust also submitted the Deed of Amendment executed on October 01, 2019, incorporating changes to the Trust Deed to ensure its compliance with the requirements specified in SEBI Circular dated December 22, 2017, The pre-acquisition and post-acquisition shareholding of the Promoters in the Target Company was to remain the same (except that of the transferors and the transferees in the Direct Acquisition). There was no change in the public shareholding of the Target Company.\u00a0<\/span><\/p>\n