SEBI exempts Refex Family Trust from takeover regulations for 98.60% share transfer

The acquisition involves transferring shares of the holding company (Refex Holding Private Limited) to the trust as a family reorganization.

Who it concerns: Refex Industries Limited (Target Company), Refex Family Trust (Proposed Acquirer), Mr. Anil Jain (Trustee), Mr. Tarachand Jain (Settlor), Refex Holding Private Limited (Holding Company), 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 transaction involves the transfer of 98.60% of Refex Holding Private Limited shares to the Refex Family Trust via gift/settlement.
• This results in the Trust indirectly controlling 51.60% of Refex Industries Limited's equity shares.
• SEBI noted that the trust's trustees and beneficiaries are immediate relatives or lineal descendants of the promoter.
• The order requires the Trust to confirm compliance annually and get its status certified by an independent auditor.
• Any change in trustees, beneficiaries, or control must be disclosed to stock exchanges and SEBI within 2 days.

Also in the document

• The acquisition is structured as an internal family reorganization where control remains within the promoter family.
• There is no change in the total equity share capital or public shareholding percentage of the Target Company.
• The trust deed is irrevocable and discretionary, settled under the Indian Trusts Act, 1882.