Sebi Exempts S Chand’s Family Trust From Open Offer Obligation

New Delhi: Capital markets regulator Sebi on Monday exempted DKJ Ownership Trust from making an open offer to acquire a 19.85 per cent stake in S Chand and Company from one of the promoters as part of an internal restructuring.

Under the proposed transaction, the trust will acquire 70 lakh shares from Neerja Jhunjhnuwala, who currently holds a 22.68 per cent stake in the educational publishing company, according to the Sebi order.

Following the transfer of shares, Neerja’s shareholding will decline to 2.84 per cent, while the trust will hold 19.85 per cent in the company.

The Securities and Exchange Board of India (Sebi) said the proposed acquisition was intended to streamline the promoter and promoter group holdings and facilitate succession planning.

The market watchdog noted that the transaction was non-commercial in nature and will not prejudice the interests of the public shareholders of the company in any manner.

Sebi observed that the trust’s trustees and beneficiaries were promoters, their immediate relatives or lineal descendants, and there would be no change in control of the company.

The promoter group’s aggregate shareholding will remain unchanged at 46.99 per cent.

“I… hereby grant exemption to the proposed acquirer, DKJ Ownership Trust, from complying with the requirements of the SAST Regulations, 2011 with respect to the proposed direct acquisition in S Chand and Company Ltd, by way of proposed transaction,” Sebi’s Whole Time Member Kamlesh Chandra Varshney said.

Sebi said the exemption from the open offer is subject to conditions, including filing a report with Sebi within 21 days of completing the acquisition.

The trust must complete the proposed transaction within one year of the order, failing which the exemption will lapse.

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