SEBI | Exception granted for gifting shares in an acquisition| Proposed acquirer to file report within 21 days post-acquisition

Securities and Exchange Board of India (SEBI): S.K. Mohanty, Whole Time Member, while deciding an order, granted exemption to the Anived Family Trust (Proposed Acquirer) from complying with the requirements of Regulation 3(2) of the Takeover Regulations, 2011 with respect to the proposed direct acquisition in the, Renaissance Global Limited (Target Company), by way of proposed transaction as mentioned in the Application.

In the present matter, the application submitted was in respect of the proposed direct acquisition of shares and voting rights in the Target Company, as per the provisions of Regulation 3(2) of the Takeover Regulations, 2011. The Proposed Acquirer would hold the same number of shares in the Target Company as currently being held by the transferor, Sumit Shah, who is part of the promoters and promoter group of the Target Company. He gifted 21.87% of his shares in the Target Company to the Acquirer Trust, which was an internal reorganisation within his family, and runs for the benefit of his family. It was guaranteed that there would be no change in control of the Target Company, and pre–acquisition and post–acquisition shareholding of the promoters and promoter group would remain the same. Both the parties have confirmed and will continue to abide by the rules and regulations of SEBI.

Resultantly, exception was granted on the condition that, after completion of the proposed acquisition, the Proposed Acquirer shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the Takeover Regulations, 2011. Also, the Proposed Acquirer shall also ensure that the covenants in the Trust Deed are not contrary to the above conditions and undertaking provided by the transferor. In such case, the Trust Deed shall be suitably modified and expeditiously reported to SEBI.[Exemption Order in the matter of Renaissance Global Limited, WTM/SM/CFD/ 50 /2021-22, decided on 17-11-2021]

Agatha Shukla, Editorial Assistant has reported this brief.