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2020 (2) TMI 873 - AT - SEBIDefault in price offered by the acquirers - open offer eligibility - entitlement of all shareholders for receiving interest - offer price made by the acquirers was grossly inadequate as the Target Company GTL had a plot of land worth about ₹ 2000 crore which was not reflected in the said valuation - HELD THAT:- The appellant, instead of emphasizing the relevant facts over-emphasized three valuation reports and the infrequently traded nature of GTL shares in 2018 which has no relevance and sought interest to all shareholders etc. which is untenable. The crux of the matter is simple; whether the price offered by the acquirers and the interest paid thereon to certain shareholders are in consonance with the applicable regulatory provisions and Court orders thereon. Clearly for frequently traded shares Sub Regulation 20(4) is applicable and if an open offer has been made under Takeover Regulations 1997 that process has to be completed under the same Regulations as is explicitly stated in Sub Regulation 35(2)(c) of the new Takeover Regulations 2011. Here, it is an undisputed fact that the trigger for public announcement / open offer came on November 12, 2009 and consequently public announcement was made. Though the open offer was delayed on account of the subsequent stand (for recalling the public announcement) taken by the acquirers the original date of trigger does not change. The valuation done as per the applicable methodology under Regulation 20(4) is not questioned; what is questioned is the valuation in 2018 which is not applicable in the matter. When the offer price of ₹ 101/- per share was made based on the price given by the acquirers in 2009 what is implemented here is the same price. Moreover, since the market price captures the intrinsic value of the GTL shares including GTL's properties, assets etc. in 2009 and since it was a frequently traded share rightly no valuation was necessary as per the applicable Regulations. It is also an undisputed fact that interest to original shareholders who tendered their shares have been given by the acquirers @ ₹ 60.25 per share and for other shareholders @ ₹ 0.45 - we find no merit in the submissions made by the appellant regarding either the offer price or the entitlement of all shareholders for receiving interest.
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