GENERAL MANAGER
CORPORATION FINANCE DEPARTMENT
DIVISION OF CORPORATE RESTRUCTURING
Tel. (Board) : 22850451-56, 22880962-70
Fax : 22829520
CFD/DCR/AK/IG/22139/2004
September 30, 2004
Clayton Dewandre Holdings Ltd
Jan Leentvaarlam 2,
3065 DC Rotterdam,
The Netherlands
Dear Sir,
Sub. : Request for Informal Guidance under Securities and Exchange Board of India (Informal Guidance) Scheme, 2003.
Please refer to your letter dated August 27, 2004 on the captioned subject seeking certain modifications in the SEBI’s letter no. CFD/DCR/AK/IG/18682/2004, dated August 24, 2004.
In this regard, vide your request at point “B” in your application dated June 24, 2004 you had sought no action letter “if the inter se transfer among CDH and the co-promoter of SCL is effected when the new company is yet to be listed, in terms of regulation 3 (1) (k) of the SEBI Takeover Regulations.” Thus, it was suggested that the transfer of shares among CDH and TVS Group would be effected when the Brakes company is yet to be listed.
However, in view of the submissions that the inter se transfer of shares of the Brakes company between CDH and its co promoters in SCL will be part of the scheme sanctioned by the High Court under section 391 / 394 of the Companies Act, 1956 we would like to clarify as under –
1. If the above mentioned inter se transfer is in respect of an unlisted company the Takeover Regulations will not apply in view of the provisions of regulation 3 (1) (k) of the said Regulations.
2. If the said inter se transfer of shares is in a listed company, the same may be exempted in terms of regulation 3 (1) (j) of the Takeover Regulations provided that the said inter se transfer and listing is in pursuance of the scheme sanctioned by the High Court.
In view of the above, the SEBI’s letter no. CFD/DCR/AK/IG/18682/2004, dated August 24, 2004 stands modified with respect to following clauses as under:
1. Clause 3.0 B shall be substituted by the following –
“B. After the de-merger by way of inter se transfer of shares of the Brakes Company between the CDH and its co-promoters in SCL viz TVS Group, CDH will get sole control of management of Brakes Company.
2. In clause 4.0 (iii), the sentence “……Therefore, the transaction contemplating change in control and acquisition of shares of SCL will be exempted under Regulation 3(1)(j)(ii)” shall be read as “……Therefore, the transaction contemplating change in control and acquisition of shares of a listed company will be exempted under Regulation 3(1)(j)(ii) if the scheme of arrangement contemplating such change in control of acquisition of shares is sanctioned by the High Court under section 391 / 394 of the Companies Act”.
The other Clauses of the letter no. CFD/DCR/AK/IG/18682/2004, dated August 24, 2004 shall remain the same.
Yours faithfully,
S V Murali Dhar Rao