SEBI grants exemption from takeover rules for Vadilal Enterprises share transfer

The acquisition is described as an internal reorganization within the promoter family to streamline succession.

Who it concerns: Vadilal Enterprises Limited (Target Company), IVG Trust (Acquirer Trust), Virendrabhai Ramchandra Gandhi (Transferor), Axilrod Private Limited, and other listed promoters/promoter group members.

What SEBI found or ordered

• Exemption granted from Regulations 3, 4, and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• Proposed direct acquisition of 10.64% of Vadilal Enterprises Limited shares by IVG Trust.
• Proposed indirect acquisition of 5.02% of Vadilal Enterprises Limited shares via the acquisition of 88% of Axilrod Private Limited.
• Shares are to be transferred without any consideration.
• IVG Trust is considered a Person Acting in Concert (PAC) with the promoter group.
• Total promoter and promoter group shareholding remains unchanged at 51.06% before and after the transaction.

Also in the document

• The transaction involves a transfer of shares from individual promoters to a private trust (IVG Trust) established under the Indian Trusts Act, 1882.
• The order notes that the acquisition is intended to promote the welfare of the promoter family and does not alter the total equity share capital of the target company.
• The trust is irrevocable and discretionary, with Virendrabhai Ramchandra Gandhi and his spouse as settlors and trustees.