sebi: Sebi exempts family trust linked to Astec Life Sciences from open offer


New Delhi: Markets regulator Sebi on Friday exempted Cellular Family Trust from making open offer, following its proposed acquisition of shares in Astec Life Sciences Ltd. Cellular Family Trust is a private family trust of the promoters and promoter group of Astec Life Sciences.

Sebi said the proposed acquisition of shares is in “furtherance to an internal reorganization within the promoter’s family and is intended to streamline succession and promote welfare of the promoter’s family”.

The proposed acquisition will be a non-commercial transaction, which would not affect the interests of public shareholders of the companies in any manner, Sebi said in an order on Friday.

The orders came after Sebi received an application from the trustees of Cellular Family Trust, seeking exemption from the applicability of SAST (Substantial Acquisition of Shares and Takeovers) Regulations in the matter of proposed acquisition of shares in Astec Life Sciences.

As on June 30, 2020, the promoters and the promoter group hold 72.30 per cent equity shares in Astec Life Sciences, out of which 62.36 per cent shares are held by Godrej Agrovet Ltd and 9.94 per cent shares are held by Ashok Hiremath.

Under the proposed transaction, the trust will acquire 9.94 per cent shares in Astec Life Sciences from Hiremath.

Following this, the trust will hold 9.94 per cent shares in the company and will be part of the promoter and promoter group.

The proposed transaction will attract the obligation to make an open offer under the takeover regulations and accordingly exemption was sought from the regulator.

In its order, Sebi said there will be no change in control of the firm pursuant to the proposed acquisition.

The pre-acquisition and post-acquisition shareholding of the promoters and promoter group in the company will remain the same. Besides, there will also be no change in the public shareholding of the company.

Accordingly, the regulator has granted “exemption to the proposed acquirer, viz Cellular Family Trust from complying with the requirements…of the Takeover Regulations 2011 with respect to the proposed acquisition in the target Company, viz Astec Life Sciences Limited”.

The exemption is subject to certain conditions, including compliance with the provisions of the Companies Act and other norms.

It, further, said the exemption granted is limited to the requirements of making an open offer under the takeover regulations and will not be construed as an exemption from the disclosure requirements under compliance with the PIT (Prohibition of Insider Trading) norms and LODR (Listing Obligations and Disclosure Requirements) Regulations.





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