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Alembic Ltd — Major Shareholding Notification 2020
Jan 3, 2020
61312_rns_2020-01-03_0468ebd6-443d-4608-9e07-aaf6a015c847.pdf
Major Shareholding Notification
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| To. | To. | |
|---|---|---|
| National Stock Exchange of India Limited | BSE Limited | |
| Exchange Plaza, | Phiroze Jeejeebhoy Towers, | |
| Plot No. C/1, G Block, | Dalal Street, | |
| Bandra Kurla Complex, | Mumbai - 400 001 | |
| Bandra (East), Mumbai - 400 051 | ||
| NSE Scrip Code: ALEMBICLTD | BSE Scrip Code: 506235 |
Dear Sirs,
Subject: Report under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")
Target Company: Alembic Limited
I, Pranav Chirayu Amin, holding equity shares of Alembic Limited, as part of the promoter group, have acquired from an individual being an immediate relative and also a part of promoter group of Alembic Limited, by way of 'inter-se' transfer, 25.01% equity shares of Nirayu Limited ("Holding Company") which holds 59.27% stake in Alembic Limited as part of the promoter group, amounting to indirect acquisition of equity shares of Alembic Limited under Regulation 3 read with Regulation 5 of the Takeover Regulations. The said acquisition was pursuant to inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of Takeover Regulations.
The Report as prescribed under Regulation 10(6) of the Takeovers Regulations as amended by SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2016/52 dated May 2, 2016 setting out the details of the said indirect acquisition of equity shares of Alembic Limited by way of inter-se transfer is enclosed herewith.
The necessary intimation under Regulation 10(5) of the Takeover Regulations for the said indirect acquisition, in the prescribed format, has already been submitted vide letter dated 26th December, 2019.
Kindly take the information on record.
Thanking you,
Yours faithfully,
haa
Pranav Chirayu Amin
Encl.: As above
Format for Disclosures under Regulation 10(6) - Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| 1. | Name of the Target Company (TC) | Alembic Limited | |||
|---|---|---|---|---|---|
| 2. | Name of the acquirer (s) | Pranav Chirayu Amin | |||
| 3. | Name of the stock exchange where | BSE Ltd. (BSE) & | |||
| shares of the TC are listed | National Stock Exchange of India Ltd. (NSE) | ||||
| 4. | Details of the transaction including | This was an indirect acquisition of equity shares and | |||
| rationale, if any, for the transfer/ | voting rights of Alembic Limited by the acquirer | ||||
| acquisition of shares. | pursuant to internal restructuring of shareholding of | ||||
| promoter and promoter group. In addition to the | |||||
| below details, please refer Annexure A. | |||||
| 5. | Relevant regulation under which the | $10(1)(a)(i)$ and $10(1)(a)(ii)$ | |||
| acquirer is exempted from making | |||||
| open offer. | |||||
| 6. | Whether disclosure ofproposed | ||||
| acquisition was required to be made | |||||
| under regulation 10 (5) and if so,- whether disclosure was made and | Yes | ||||
| whether it was made within the | |||||
| timelinespecifiedunderthe | |||||
| regulations. | |||||
| date of filing with the stock | 26 th December, 2019 | ||||
| exchange. | |||||
| 7. | Details of acquisition | Disclosures required to | Whether the | ||
| be made under | disclosures under | ||||
| regulation 10(5) | regulation 10(5) are | ||||
| actually made | |||||
| a. | Name of the transferor / seller | Annexure A | Yes | ||
| b. | Date of acquisition | 2 nd January, 2020 | |||
| c. | Number of shares/voting | Theacquirerhasnot | |||
| rightsrespecttheinof | directly acquiredthe | ||||
| acquisitions from each person | equity shares of the TC | ||||
| mentioned in 7(a) above | but has acquiredthe | ||||
| equity shares of Nirayu | |||||
| Limited ("Holding | |||||
| Company") which holds | |||||
| 59.27% stake in the TC as | |||||
| part of the promoter | |||||
| Pleaserefergroup. | |||||
| Annexure A for number | |||||
| of equity shares of the | |||||
| Holding Company which | |||||
| has been acquired by the | |||||
| acquirer. | |||||
| d. | Total shares actually acquired | Annexure A | |||
| as a % of diluted share capital |
| of TC | ||
|---|---|---|
| e. | Price at which shares areactually acquired | Nil, as transfer of equityshares of the HoldingCompany is by way ofwithoutgift,consideration through offmarket transaction. |
| 8. | Shareholding details | Pre-Transaction | Post-Transaction # | |||
|---|---|---|---|---|---|---|
| No. ofequitysharesheld | % w.r.ttotalequitysharecapitalof TC | No. ofequitysharesheld | % w.r.ttotalequitysharecapitalof TC | |||
| a. | Each Acquirer/Transferee | |||||
| Acquirer (s) | ||||||
| Pranav Chirayu Amin | 19,32,411 | 0.75% | 19,32,411 | 0.75% | ||
| Total | 19,32,411 | 0.75% | 19,32,411 | 0.75% | ||
| b. | Each Seller/Transferor | |||||
| Malika Chirayu Amin | 7,678,954 | 2.99% | 7,678,954 | 2.99% | ||
| Total | 7,678,954 | 2.99% | 7,678,954 | 2.99% | ||
As this was an indirect acquisition of the equity shares of the TC, there is no change in direct shareholding of the Acquirer and the Seller in the TC. However, as detailed in Annexure A, the Acquirer has acquired equity shares of the Holding Company, which holds stake in the TC.
$\sqrt{ }$
Pranav Chirayu Amin (Acquirer)
Date: 3rd January, 2020 Place: Vadodara
Indirect transfer of equity shares in Alembic Limited amongst promoters and immediate relative thereof (qualifying persons)
| Name of the Company whose equity shares have beenbe transferred | No. of equityshares held inTarget Company | % equityholding in theTargetCompany | |
|---|---|---|---|
| Nirayu Limited (Details given in Note 1) | 15,21,88,590 | 59.27% | |
| Total | 15,21,88,590 | 59.27% |
Note 1
Transfer of equity shares of Nirayu Limited
| Particulars | No. of equityshares transferred | % equityholding | |
|---|---|---|---|
| Transferor's Name | |||
| Malika Chirayu Amin | 62,275 | 25.01% | |
| Total | 62,275 | 25.01% | |
| Transferee's Name | |||
| Pranav Chirayu Amin | 62,275 | 25.01% | |
| Total | 62,275 | 25.01% |
Note 2
Furthermore, please note that the following acquisitions of the equity shares of the Target Company have also taken place during the Financial Year 2019-20.
As the cumulative direct acquisition of equity shares of the Target Company during the FY 2019-20 was within the limits prescribed under Regulation 3(2) of the Takeover Regulations, the said Regulation was not triggered earlier. Accordingly, there was no requirement under Regulation 10 for making any disclosure at such stage.
| Date ofTransfer | Acquirer | Transferor /Seller | No. of equityshares in TC | % of VotingRights in TC | Remarks |
|---|---|---|---|---|---|
| 03.04.2019 | UdayEducationSociety | Vidyanidhi Trust | 15,49,202 | 0.60% | Đ. |
| 03.04.2019 | Bhailal AminGeneralHospital | ArogyavardhiniSociety | 5,37,643 | 0.21% | E. |
| 03.04.2019 | UdayEducationSociety | UtkarshVidyakendra | 2,79,873 | 0.11% | |
|---|---|---|---|---|---|
| 03.04.2019 | UdayEducationSociety | Ujjwal Vidyalaya | 1,19,126 | 0.05% | |
| Various dates(last being31.12.2019) | NirayuLimited | Purchase ofshares from openmarket | 89,70,580 | 3.49% | |
| 14.08.2019 | MalikaChirayu Amin | Udit ChirayuAmin | 19,27,015 | 0.75% | Inter seTransferamongstmember ofpromotergroup exemptunderRegulation 10of TakeoverRegulations. |
| 25.09.2019 | Laksh Trust | Purchase ofshares from openmarket | 100 | 0.00% | |
| 25.09.2019 | Gallup Trust | Purchase ofshares from openmarket | 100 | 0.00% | |
| 25.09.2019 | Grace StarTrust | Purchase ofshares from openmarket | 100 | 0.00% | |
| 25.09.2019 | Satori Trust | Purchase ofshares from openmarket | 100 | 0.00% | |
| 25.09.2019 | ShrenoPublicationsLimited | Purchase ofshares from openmarket | 100 | 0.00% | |
| 24.12.2019 | BarkhaPranav Amin | Purchase ofshares from openmarket | 100 | 0.00% | s. |
| 24.12.2019 | KrupaShaunak Amin | Purchase ofshares from openmarket | 100 | 0.00% | |
| 24.12.2019 | ShrenoLimited | Purchase ofshares from openmarket | 100 | 0.00% | $\overline{\phantom{a}}$ |
| during the FY 2019-20 | Aggregate acquisitions of the equity shares of the Target Company | 4.46 | Excluding theInter se |
| transferexempt underRegulation 10of TakeoverRegulations. | ||
|---|---|---|
| Aggregate equity shares / voting rights indirectly acquired duringthe FY through the abovementioned transaction (59.27% *25.01%) pursuant to which exemption is sought under Regulation10(1)(a)(i)&(ii) of Takeover Regulations | 14.82% | Exemptionqua theacquisition issought ongrounds ofRegulation$10(1)(a)(i)$ &(ii)beingapplicable |