Chowgule Steamships Limited has announced a proposed inter-se transfer of 1,74,50,333 equity shares among its Promoters and Promoter Group. This transaction is being executed as per a Memorandum of Family Settlement dated January 11, 2021, aimed at realigning family shareholdings. The transfer, valued at ₹10 per share, is intended to occur off-market and does not alter the total promoter group’s stake in the company.
Promoter Share Realignment
Chowgule Steamships Limited has disclosed details of a significant proposed inter-se transfer of shares involving its Promoters and the Promoter Group. This transaction, initiated by a Letter of Intent received from Chowgule and Company Private Limited, concerns a total of 1,74,50,333 equity shares, each with a face value of ₹10, fully paid up.
Family Settlement Implementation
The basis for this share transfer is the implementation of a Memorandum of Family Settlement (MOFS) dated January 11, 2021. This settlement was entered into amongst members of the Chowgule family to facilitate the settlement, allocation, and realignment of their respective shareholdings across various companies within their business structure. The transfer is specifically designed to align with the understanding and allocations outlined in the MOFS, particularly Schedule D.
Transaction Details
The transfer is slated to be an off-market transfer, conducted through a Depository Participant, and will occur without any cash consideration. The transferor is Chowgule and Company Private Limited (CCPL), a key entity within the Promoter Group. The shares are being transferred to various individuals identified as members of Group B and Promoters of Chowgule Steamships Limited, as detailed in an annexure to the Letter of Intent.
Regulatory Context
This proposed inter-se transfer of shares is intended to fall under the exemption provided by Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, subject to the fulfillment of prescribed conditions. The company also noted that certain individuals, though part of the family structure, were not individually reflected in the previous shareholding patterns due to holding no equity shares at that time.
Future Steps
Necessary disclosures under applicable SEBI regulations, including Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, will be made upon completion of the transfer. Chowgule Steamships Limited has acknowledged the receipt of the Letter of Intent and confirmed its concurrence for the proposed transfer to enable the initiation of necessary steps for the MOFS implementation.
Source: BSE
