Markets regulator SEBI has granted an exemption to the Neterwala Family Trust from making an open offer in Uni Abex Alloy Products Ltd, allowing the promoter family to restructure holdings without triggering takeover rules.
The exemption relates to an indirect acquisition of approximately 63.48% stake in the company, which will shift to the family trust through a transfer of shares in promoter holding entity Chemicals and Ferro Alloys Pvt Ltd.
The transaction will effectively move control of Uni Abex into the trust structure, but SEBI noted that there will be no change in the ultimate control of the company. The promoters and their family members remain the beneficiaries and trustees of the trust, ensuring continuity in management and ownership.
Under SEBI's takeover regulations, acquiring 25% or more stake or gaining control typically requires an open offer to public shareholders. However, the regulator has waived this requirement, citing that the proposed deal is an internal family reorganisation aimed at succession planning.
Importantly, the regulator observed that the promoter shareholding will remain unchanged at around 63.63% before and after the transaction, while public shareholding will also remain unaffected.
The transaction involves transfer of shares without any monetary consideration, reinforcing SEBI's view that the deal is non-commercial in nature and does not prejudice minority shareholders.
The regulator has, however, imposed conditions, including completion of the transaction within one year and compliance with disclosure and reporting requirements.
The order underscores SEBI's approach of permitting exemptions in cases of genuine intra-promoter restructurings where there is no change in control or impact on public shareholders.
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