New Delhi, Sebi on Monday allowed the Neterwala Family Trust to acquire controlling stakes in Uni Abex Alloy Products without making an open offer to public shareholders, as the proposed transaction is an internal restructuring.
The proposed transaction involves transfer of shares of Chemicals and Ferro Alloys Pvt Ltd (CFA) and other entities in Uni Abex Alloy Products by promoter Feroze D Neterwala to the family trust.
Post-acquisition, Neterwala Family Trust will own a 63.48 per cent stake in Uni Abex Alloy Products Ltd.
Under Sebi‘s SAST (substantial acquisition of shares and takeovers) norms, any entity acquiring a 25 per cent or more stake in a listed company or gaining control over it is mandatorily required to make an open offer to public shareholders.
Markets regulator Sebi, in its order, said the transaction is part of an internal reorganisation within the promoter family aimed at streamlining succession planning and consolidating family holdings.
“The proposed indirect acquisition would be non-commercial transactions which would not affect or prejudice the interests of the public shareholders of the target company (Uni Abex Alloy Products Ltd) in any manner,” the regulator said in the order.
The market watchdog observed that the trustees and beneficiaries of the acquirer trust, through which the control would be exercised over Uni Abex Alloy Products, are members of the promoter and promoter group of the company.
The regulator also noted that there would be no change in control of the company, and promoter shareholding would remain unchanged at 63.63 per cent after the transaction, while public holding would continue at 36.37 per cent.
“I… hereby grant exemption to the proposed acquirer, Neterwala Family Trust, from complying with requirements of… the SAST Regulations, 2011 with respect to the proposed indirect acquisitions in the Uni Abex Alloy Products Ltd, by way of proposed transaction,” Sebi’s Whole Time Member Kamlesh Chandra Varshney said in the order.
The exemption will remain valid for one year, during which the proposed acquisition must be completed.
