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

This order grants an exemption to Starlight Trust from the mandatory open offer requirements under SEBI's Takeover Regulations for the proposed acquisition of shares in Hardcastle and Waud Manufacturing Limited. The acquisition is structured as a family succession plan where shares are transferred from the promoter, Achal Jatia, to a private trust without consideration.

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.

• 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.

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