PRESS TRUST OF INDIA
New Delhi, 16 July
Amid a continuing stalemate over a proposed buyout of 24 per cent stake in Jet Airways by Abu Dhabi carrier Etihad, the Securities and Exchange Board of India today said any entity acquiring control of a listed Indian company would need to make an open offer for public shareholders.
The open offer for minority shareholders would need to be made even if the "control" has been acquired without crossing the threshold shareholding limit (25 per cent), Sebi chairman UK Sinha said.
While Mr Sinha refused to comment specifically on the issues surrounding Jet-Etihad deal, he said that Sebi’s position is very clear about any deals involving substantial acquisition of shares and takeovers.
“I am not talking about any specific deal, but the Sebi is very clear on such issues. If somebody has acquired stake in a company beyond a certain threshold, the acquirer has to make an open offer to others. That is the first position," he said
“The second position is that even if the acquirer has got less than the threshold but he has got the control over the company then also he has to make an open offer," the Sebi chief said
“So the Sebi will be looking into any case where there is a suspicion or belief that control has been acquired. The Sebi will apply its tests and take a decision accordingly,” he said.
As per Sebi’s takeover regulations, any entity acquiring a 25 per cent or more stake in a listed company needs to make a mandatory open offer for purchase of additional 26 per cent shares from the public shareholders.
However, the open offer obligations also apply to the entities acquiring "control" of a listed company with a stake less than this threshold limit of 25 per cent.
As per the proposed deal between Jet and Etihad, the Abu Dhabi carrier is acquiring 24 per cent stake in the Indian airline company, which is below the threshold limit of 25 per cent.