certain orders passed by SEBI that exempted parties from mandatory open offers
in certain specific circumstances.
order in a transfer involving the shares of GMR Infrastructure Limited (the
target company). In this case, 70.3% of the shares of the target company are
held by GMR Holdings Private Limited (GHPL). GHPL is in turn held nearly 100%
by Mr. G.M. Rao. The proposed transaction involves a settlement by way of gift of
the shares held by Mr. G.M. Rao in GHPL to several family trusts. This would
result in an indirect transfer of shares/control in the target company, and
thereby trigger a mandatory offer requirement under regulation 3(1) of the SEBI
Takeover Regulations, 2011 (as there is a transfer of more than 25% shares).
reasoning set out in the application, SEBI granted an exemption order. This is
because the transaction was merely a family arrangement involving a
restructuring of shareholding and did not necessary result in a change in
control of the underlying company. The transferor as well as the transferees
are also part of the promoter and promoter group of the target company.
a valid case for grant of exemption since there is no change of control in
substance that requires invocation of the mandatory offer requirement.