SEBI grants exemption for Aruna Dhanuka Family Trust's Mint Investment share acquisition

This order grants an exemption to the Aruna Dhanuka Family Trust from making a public open offer when acquiring shares in Mint Investment Limited. SEBI examined whether this internal transfer of shares within the promoter group required a mandatory takeover offer under the SAST Regulations, 2011.

Aruna Dhanuka Family Trust (Acquirer), Mint Investment Limited (Target Company), Mrs. Aruna Dhanuka, Mr. Chandra Kumar Dhanuka, Mr. Mrigank Dhanuka, and other members of the Dhanuka promoter group.

• SEBI granted an exemption from the applicability of sub-regulation (2) of regulation 3 read with regulation 4 of the SAST Regulations, 2011.
• The proposed acquisition involves the transfer of 13,25,880 shares (23.93% of the target company) from individual promoters to the Aruna Dhanuka Family Trust.
• The shares are being transferred without any consideration (as a gift) to streamline family succession and welfare.
• SEBI noted that the total shareholding of the promoter group remains unchanged at 70.86% after the transaction.
• The Acquirer Trust must comply with guidelines in Chapter 8 of the SEBI Master Circular, including annual certification of compliance by an independent auditor.
• The Acquirer Trust must disclose any changes in trustees or beneficiaries to stock exchanges and SEBI within 2 days.

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