In the matter of internal restructuring within ING Group

Mar 05, 2003
Press Releases

PRESS RELEASE

March 05, 2003
PR No.58/2003

 

TAKEOVERS DIVISION

IN THE MATTER OF INTERNAL RESTRUCTURING WITHIN ING GROUP

ING Bank N V (hereinafter referred to as ‘the Acquirer’) made an application dated 20.12.02 under sub-regulation (2) of regulation 4 of the Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "the Regulations") to the Securities and Exchange Board of India (hereinafter referred to as "SEBI") seeking exemption from compliance of the provisions of Chapter III of the Regulations.

It is stated that the Acquirer indirectly through BBL Mauritius Investments Ltd (hereinafter referred to as ‘BBLMI’-a wholly owned subsidiary) holds 9.79% shares of the Vysya Bank Ltd (hereinafter referred to as the ‘Target company’) and through BBL Mauritius Holdings Ltd (hereinafter referred to as "BBLMH’ a wholly owned subsidiary) holds 34.20% shares of the Target company . The shares of the Target company are listed at Bombay Stock Exchange, National Stock Exchange, Bangalore Stock Exchange, Hyderabad Stock Exchange and Madras Stock Exchange.

ING Groep N.V. presently has beneficial interest in 43.99% of the issued equity share capital of the Target company through the instrumentality of four ING Group companies viz. Acquirer, Banque Bruxelles Lambert S.A (BBL) (a wholly owned subsidiary of the Acquirer), BBLMH (a wholly owned subsidiary of BBL) and BBLMI (a wholly owned subsidiary of BBLMH).

It is proposed to restructure the shareholding pattern of the ING Group in the Target company such that BBLMH is held directly by the Acquirer. For this purpose, it is proposed that BBL will transfer its entire shareholding of BBLMH to the Acquirer.

It is observed that the Target company is presently indirectly held through chain of subsidiaries to the extent of 43.99% by the Acquirer. As a result of an internal restructuring in the ING Group, the shareholding pattern of the ING Group in the Target company would change such that BBLMH is held directly by the Acquirer instead of being held through wholly owned subsidiary viz. BBL. Thus, there is no direct or indirect acquisition of shares or voting rights and neither Regulation 10 nor Regulation 11 is triggered. Further, it is observed that, after the proposed restructuring within the ING Group the shareholding of 43.99% in the Target company would continue to be within ING Group and there would not be any change in the shareholding of the Target company.

The above said application for exemption dated 20.12.02 was forwarded to the Takeover Panel on in terms of sub-regulation(4) of regulation 4 of the Regulations. The Takeover Panel vide its report dated 14.9.02 opined that the application, in circumstances, does not fall within the ambit or scope of Takeover Code necessitating grant of exemption as sought and hence, no recommendation for grant of exemption was made by the Panel.

Taking into consideration the above, SEBI vide its order dated 28.2.03 held that the aforesaid internal restructuring within the ING Group will not attract the provisions of Chapter III of the Regulations.

 

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