SEBI exempts Tarun Sawhney Trust from open offer for 26.60% Triveni Engineering shares

Who it concerns: Tarun Sawhney Trust (Applicant/Acquirer), Triveni Engineering and Industries Limited (Target Company), STFL Trade and Finance Private Limited, Rati Sawhney (Transferor), and other members of the Sawhney promoter group.

What SEBI found or ordered

• SEBI granted exemption from the open offer requirements under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The acquisition involves the transfer of 34,41,000 shares (26.60%) of STFL Trade and Finance Private Limited from Rati Sawhney to the Tarun Sawhney Trust.
• The transfer is to be made without any consideration (non-commercial).
• Post-acquisition, the Tarun Sawhney Trust will hold 63.3% of STFL, thereby acquiring indirect control over the Target Company.
• SEBI noted that the total promoter shareholding in the Target Company remains unchanged at 60.98% and public shareholding remains at 39.02%.
• The Acquirer Trust must comply with guidelines in Chapter 8 of the SEBI Master Circular, including annual certification of compliance by an independent auditor and disclosure to stock exchanges.

Also in the document

• The transaction is described as a private family understanding intended to streamline ownership and succession within the Sawhney family.
• The order confirms that the transferors have been disclosed as promoters in the shareholding pattern filed with stock exchanges for more than 3 years.
• The acquisition does not alter the total equity share capital of the Target Company.