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SEBI Exempts Vadilal Promoter Trust From Open Offer For Stake Transfer

The exemption will allow the transfer of promoter stakes to the trust as part of the family's succession planning without triggering the open offer obligations under SEBI's takeover regulations.

SEBI Exempts Vadilal Promoter Trust From Open Offer For Stake Transfer
Photo Source: NDTV Profit/ AI Generated

The Securities and Exchange Board of India (SEBI) has granted an exemption to the Vadilal promoter family's private trust, IVG Trust, from making a mandatory open offer for the proposed acquisition of promoter shareholding in Vadilal Enterprises Ltd.

The exemption will allow the transfer of promoter stakes to the trust as part of the family's succession planning without triggering the open offer obligations under SEBI's takeover regulations.

According to SEBI's order, IVG Trust will acquire both the direct and indirect shareholding of the promoter family in Vadilal Enterprises. The market regulator said the restructuring does not result in any change in the company's effective ownership or control, as the ultimate control will continue to remain with the existing promoter family.

SEBI noted that the transfer is part of an internal family succession arrangement through a private trust and does not alter the public shareholding pattern of the company.

"The ultimate control remains with the promoter family," the regulator said, adding that there is no change in effective ownership despite the trust restructuring.

ALSO READ: SEBI Clears Waaree Promoter's 63% Stake Transfer To Family Trust Without Open Offer

The exemption has been granted specifically from the requirement to make a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. All other applicable regulatory requirements will continue to apply.

As part of the conditions attached to the exemption, IVG Trust must complete the proposed transfer within one year from the date of SEBI's order.

The trust will also be required to comply with annual reporting and other conditions prescribed by SEBI to ensure continued adherence to the exemption framework.

The order reflects SEBI's established approach towards genuine inter se transfers and succession planning within promoter families, particularly where ownership and control remain unchanged and the transaction does not adversely impact public shareholders.

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