SEBI grants exemption for Refex trust acquisition, public shareholding at 25.13%

The acquisition involves the transfer of shares in the holding company (RHPL) from the promoter to the trust, which SEBI has approved as an internal family reorganization.

Who it concerns: Refex Renewables & Infrastructure Limited (Target Company), Refex Family Trust (Proposed Acquirer), Mr. Anil Jain (Trustee), Mr. Tarachand Jain (Settlor), Refex Holding Private Limited (RHPL), and other family members listed as beneficiaries (Mrs. Ugamdevi Jain, Mrs. Dimple Jain, Mr. Yash Jain, Mr. Dheer Jain).

What SEBI found or ordered

• SEBI granted exemption from Regulations 3, 4, and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The proposed acquisition involves the indirect transfer of 43.92% of the Target Company's equity shares via the transfer of 98.60% of RHPL shares to the Refex Family Trust.
• The transaction is structured as a gift/settlement within the promoter family (from Mr. Anil Jain to Mr. Tarachand Jain, then to the Trust).
• SEBI accepted the grounds that this is an internal reorganization with no change in ultimate control or management.
• The Acquirer Trust must provide annual compliance certifications from an independent auditor to the Stock Exchanges and SEBI.
• The Target Company must disclose the compliance status as a note to the shareholding pattern in its annual filings.

Also in the document

• The order confirms that the public shareholding of the Target Company remains unchanged at 25.13%.
• The trust is described as an irrevocable, discretionary, private trust settled under the Indian Trusts Act, 1882.
• SEBI noted that the beneficial interest of the trust beneficiaries will not be transferred, assigned, or encumbered.