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

This order grants an exemption to the Tarun Sawhney Trust from making a mandatory open offer to public shareholders when acquiring indirect control of Triveni Engineering and Industries Ltd. through a family trust transfer.

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.

• 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.

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