SEBI exempts family trusts from takeover offer rules in Tega Industries case

This order grants an exemption to two family trusts from the mandatory open offer requirements under SEBI's Takeover Regulations for a proposed internal restructuring of shareholdings in Tega Industries Limited. The acquisition is described as a gift transfer among family members to facilitate succession without changing the overall control of the company.

Tega Industries Limited (Target Company), Mehul Mohanka Benefit Trust (Acquirer Trust 1), MM Business Trust (Acquirer Trust 2), Nihal Fiscal Services Private Limited (NFSPL), and the Mohanka family members (Manish Mohanka, Madan Mohan Mohanka, Manju Mohanka, Mehul Mohanka).

• SEBI granted exemption from 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 the direct transfer of 72,78,925 shares (9.69%) from Manish Mohanka to MM Business Trust by way of gift.
• The proposed acquisition involves the indirect transfer of 99.96% of NFSPL shares (which holds 49.71% of Tega Industries) to Mehul Mohanka Benefit Trust by way of gift.
• The total equity share capital of Tega Industries Limited is INR 75,12,76,980.
• The transfer is stated to be without any consideration (gift).
• The order notes that the total promoter shareholding remains unchanged at 67.27% and public shareholding remains at 32.73% after the acquisition.

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