SEBI grants exemption for Starlight Trust's share acquisition without open offer

The acquisition is structured as a family succession plan where shares are transferred from the promoter, Achal Jatia, to a private trust without consideration.

Who it concerns: Hardcastle and Waud Manufacturing Limited (Target Company), Starlight Trust (Acquirer Trust/Applicant), Achal Jatia (Promoter/Transferor), Jeevdani Business Ventures Limited (Promoter Group Entity), Shri Banwari Lal Jatia, Smt. Usha Devi Jatia, Shri Hemann Jatia.

What SEBI found or ordered

• SEBI granted an exemption from the applicability of sub-regulation (1) of regulation 3 and regulation 5 read with regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The proposed acquisition involves a direct transfer of 1,60,557 equity shares (23.63%) and an indirect acquisition via the transfer of 97.61% of shares in Jeevdani Business Ventures Limited (JBVL), which holds 49.98% of the Target Company.
• The transfer is proposed to be made by way of gift without any consideration.
• The total Promoter/Promoter Group shareholding in the Target Company remains unchanged at 73.61% before and after the proposed acquisition.
• The trust is described as a private, discretionary, and irrevocable trust settled under the Indian Trusts Act, 1882, with trustees and beneficiaries being members of the promoter family.

Also in the document

• The order is an exemption order, meaning SEBI has allowed the transaction to proceed without a public open offer, typically required for substantial acquisitions.
• The transaction is characterized as an internal reorganization within the promoter family for succession planning, with no change in the overall control or public shareholding percentage (26.39%).
• The Target Company is listed on the BSE Ltd. (BSE).