Sebi on Tuesday exempted Mehta Family Trust, held by Bollywood actor Juhi Chawla and industrialist Jay Mehta, from making an open offer for the proposed indirect acquisition of shares and voting rights in Saurashtra Cement Ltd.
The proposed transaction involves Jay Mahendra Mehta transferring his 49.99 per cent stake in Galaxy Technologies Pvt Ltd to the trust. Juhi Chawla Mehta will also transfer her 50.04 per cent profit sharing/voting rights in Omna Enterprises LLP to the trust.
Galaxy and Omna, a part of the promoter and promoter group of Saurashtra Cement Ltd, together hold a 24.04 per cent stake in the company.
The Mehta Family Trust, registered in 2019, has Juhi Chawla and her husband, industrialist Jay Mehta, as trustees.
Sebi noted that the proposed indirect acquisition would ordinarily trigger an open offer under the Takeover norms.
The capital markets watchdog granted an exemption after observing that the transaction is part of an internal reorganisation of the promoter family aimed at streamlining succession planning and consolidating family holdings.
“I… hereby grant exemption to the proposed acquirer, viz., Mehta Family Trust, from complying with the requirements of SAST Regulations, 2011 with respect to the proposed indirect acquisition in the target company, viz., Saurashtra Cement Ltd, by way of proposed transaction,” Sebi’s Whole Time Member Kamlesh Chandra Varshney said in the order.
Sebi noted that the acquisition is non-commercial in nature and would not prejudice the interests of public shareholders.
According to the order, there will be no change in control of Saurashtra Cement Ltd pursuant to the proposed acquisition.
The company’s promoter group will continue to hold 66.62 per cent while public shareholding will remain at 33.38 per cent, Sebi said.
Sebi also noted that the trust comprises only promoters, their immediate relatives and lineal descendants, making it a mirror image of the existing promoter holding structure.
The regulator said the exemption is subject to conditions, including the filing of a report within 21 days from the date of acquisition.
Markets regulator Sebi also clarified that the exemption is limited to open offer requirements and does not waive other compliance obligations under applicable regulations.
The exemption from open offer obligations is valid for one year from the date of the order, within which the proposed acquirers must complete the acquisition; failing which it will lapse and cease to exist, it added.