The Securities and Exchange Board of India (SEBI) has granted an exemption to the C.T. Doshi Family Trust from certain provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. This exemption pertains to the direct and indirect acquisition of shares in Waaree Energies Limited. The move aims to streamline succession planning within the promoter family and ensure the welfare of the settlor and trustees, with no change in ultimate control or public shareholding.
SEBI Grants Takeover Exemption to C.T. Doshi Family Trust
The Securities and Exchange Board of India (SEBI) has officially granted an exemption to the C.T. Doshi Family Trust regarding its proposed direct and indirect acquisition of shares and voting rights in Waaree Energies Limited. This exemption is granted under Regulation 11(5) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.
Rationale for Exemption
The primary objective behind this proposed acquisition, facilitated by the exemption, is to streamline succession planning and safeguard the welfare of the promoter family. The transaction is intended to ensure continuity, harmony, and unity within the family. SEBI’s decision acknowledges that this is an internal family arrangement for succession and governance purposes and does not adversely affect the rights or interests of public shareholders. The aggregate promoter group shareholding in Waaree Energies Limited is expected to remain unchanged at 64.22% post-acquisition.
Transaction Details
The proposed acquisition involves the transfer of shares from Mr. Chimanlal Tribhuvandas Doshi to the C.T. Doshi Family Trust. This includes the direct transfer of 12,90,86,802 shares and an indirect acquisition through Waaree Sustainable Finance Private Limited (WSFPL), amounting to 1,99,999 shares. These transfers are without consideration. The exemption is subject to several conditions, including compliance with the Companies Act, 2013, and other applicable laws, and filing a report with SEBI within 21 days of the acquisition’s completion.
Impact on Shareholding
The exemption order confirms that there will be no change in the ultimate control of Waaree Energies Limited. The shareholding pattern of the Promoter and Promoter Group is anticipated to remain the same, with public shareholding also remaining unchanged. The Target Company will continue to adhere to minimum public shareholding requirements.
Validity and Conditions
The exemption granted is valid for a period of one (1) year from the date of the order. The C.T. Doshi Family Trust must ensure that the covenants in its Trust Deeds are not contrary to the conditions of the exemption and that all disclosed statements and facts are true and correct. The trust is also required to ensure compliance with the provisions of Chapter 8 of the SEBI Circular.
Source: BSE
