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Hindustan Copper Ltd. — Major Shareholding Notification 2021
Sep 21, 2021
61586_rns_2021-09-21_b452ae64-6d20-4c06-bbe7-24440f64d0f5.PDF
Major Shareholding Notification
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भारत सरकार खान मंत्रालय शास्त्री भवन, नई दिल्ली-110 001
GOVERNMENT OF INDIA MINISTRY OF MINES SHASTRI BHAWAN, NEW DELHI-110 001
Date: September 21, 2021
To:
Hindustan Copper Limited Shastri Bhawan, Dr. Rajendra Prasad Road, New Delhi -110 001
The Managing Director BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai, India 400 001
The Managing Director The National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East) Mumbai, India 400 051
Sub: Disclosure of change in shareholding under regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the "SEBI Takeover Regulations") of Hindustan Copper Limited (the "Company")
Dear Sirs,
We refer to the notice dated September 15, 2021 ("Notice") sent by the Seller to the Stock Exchanges and the intimation dated September 16, 2021 for exercising the Oversubscription Option (defined below) (the "Oversubscription Option Exercise Notice" and together with the Notice, the "Notices") pursuant to which, the Promoter (the "Seller") proposed to sell up to 48,351,201Equity Shares of the Company, (representing 5% of the total issued and paid up equity share capital of the Company) ("Base Offer Size"), on September 16, 2021, ("T day") (for non-Retail Investors only) and on September 17, 2021 ("T+1 day") (for Retail Investors and for non-Retail Investors who choose to carry forward their un-allotted bids) and additionally sell up to 48,351,201 Equity Shares (representing 5% of the total issued and paid up equity share capital of the Company) (the "Oversubscription Option") through a separate, designated window of the BSE Limited (the "BSE") and the National Stock Exchange of India Limited ("NSE", and together with the BSE, the "Stock Exchanges"), collectively representing 10% of the total issued and paid up equity share capital of the Company (held in dematerialized form in one or more demat accounts with the relevant depository participant), in accordance with the OFS Guidelines (defined hereinafter) (such offer for sale hereinafter referred to as the "Offer"). In this regard, we wish to inform you that the President of India, acting through the Ministry of Mines, Government of India, has sold 2,506,875 Equity Shares of the Company on September 17, 2021 to Retail bidders on the basis of valid bids received on T+1 day (i.e., September 17, 2021).
The above sale of shares was undertaken in accordance with circular number CIR/MRD/DP/18/2012 dated July 18, 2012 notified by the Securities and Exchange Board of India ("SEBI") pertaining to comprehensive guidelines on offer for sale of shares by promoters through the stock exchange mechanism, as amended by circular number CIR/MRD/DP/04/2013 dated January 25, 2013, circular number CIR/MRD/DP/17/2013 dated May 30, 2013, circular number CIR/MRD/DP/24/2014 dated August 8, 2014, circular number CIR/MRD/DP/32/2014 dated December 1, 2014, circular number CIR/MRD/DP/12/2015 dated June 26, 2015, circular number CIR/MRD/DP/36/2016 dated February 15, 2016, circular number CIR/MRD/DP/65/2017 dated June 27, 2017 and circular number SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 ("SEBI OFS Circular") read with Section 21 of Chapter 1 of the Master Circular for Stock Exchange and Clearing Corporation circular no. SEBI/HO/MRD/DP/CIR/P/117 dated October 25, 2019 issued by SEBI, (together with SEBI OFS Circular, the "SEBI OFS Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20200701-27 and dated July 1, 2020 and, to the extent applicable, the previous notices issued by BSE in this regard; and (b) "Offer for Sale- Introduction of Interoperability" issued by NSE by way of its circular bearing no.
Lakolini
लक्ष्मी सुब्रमणियन् / LAKSHMI SUBRAMANIAN अवर सचिव / Under Secretary खान मंत्रालय / Ministry of Mines भारत सरकार/ Govt. of India नई दिल्ली / New Delhi
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51/2020 and dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard(together with the SEBI OFS Circulars, the "OFS Guidelines").
As required under regulation 29(2) of the SEBI Takeover Regulations, we enclose with this letter, a disclosure of the change in our shareholding in the Target Company, pursuant to the above sale of shares. The enclosed disclosure is in the relevant format notified by SEBI in respect of regulation 29(2) of the SEBI Takeover Regulations.
This letter is intended for the information and records of the Target Company and the Stock Exchanges.
Sincerely,
$\bullet$
For and on behalf of the President of India
Ministry of Mines, Government of India
del suri 2021
Lakshmi Subramanian Under Secretary Ministry of Mines, Government of India
लक्ष्मी सुब्रमणियन/LAKSHMI SUBRAMANIAN अवर सचिव/Under Secretary खान मंत्रालय / Ministry of Mines भारत सरकार/Govt. of India नई दिल्ली / New Delhi
Encl: a/a
DISCLOSURES UNDER REGULATION 29(2) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011
| Name of the Target Company (or TC) | Hindustan CopperLimited (the "Company") | ||
|---|---|---|---|
| Name(s) of the $a$ equirer/ seller and persons acting in concert (PACs) with the acquirer/seller |
The President of India, acting through the Ministry of Mines, Government of India (the "Seller") |
||
| Whether the acquirer/ seller belongs to the promoter/ promoter group |
Yes, the Seller is the promoter of the Company | ||
| Name(s) of the stock exchange(s) where the shares of the TC are listed |
BSE and NSE | ||
| Details of the acquisition/ disposal as follows: |
Number | % w.r.t. total share/voting capital, wherever applicable 1 |
% w.r.t. total diluted share/ voting capital of the $TC^2$ |
| Before the acquisition/ disposal under consideration, holding of: |
|||
| Shares carrying voting rights a) |
642,121,803 equity shares | 66.40% | 66.40% |
| Shares b) the in of nature encumbrance (pledge/ lien/ non- disposal undertaking/ others) |
|||
| Voting rights (VR) otherwise than $\circ$ ) by shares |
|||
| Warrants/ convertible securities/ $\rm d)$ any other instrument that entitles the acquirer/ seller to receive shares carrying voting rights in the TC (specify holding in each category) |
|||
| Total $(a+b+c+d)$ e) |
642,121,803 equity shares | 66.40% | 66.40% |
<sup>1Note to seller: The information here should be taken from the latest filing made by the company under clause 35 of the stock exchange listing agreement.
<sup>2Note to seller: Diluted share/ voting capital shall mean the total number of outstanding shares of the company, assuming full conversion of any outstanding convertible securities or warrants into equity shares.

| Details of acquisition/sale | ||||
|---|---|---|---|---|
| a) | Shares carrying voting rights acquired/sold |
2,506,875 equity shares | 0.26% | 0.26% |
| b) | VRs acquired/ sold otherwise than by shares |
|||
| $\circ$ ) | Warrants/ convertible securities/ any other instrument that entitles the acquirer/ seller to receive shares carrying voting rights in the TC (specify holding in each category) aequired/ sold |
|||
| d) | Shares encumbered/ invoked/ released by the acquirer/ seller |
|||
| e) | Total $(a+b+c+d)$ | 2,506,875 equity shares | 0.26% | 0.26% |
| After the acquisition/ sale, holding of: | ||||
| a) | Shares carrying voting rights | 639,614,928 equity shares | 66.14% | 66.14% |
| b) | Shares encumbered with the aequirer/ seller |
|||
| $\mathbf{c})$ | VRs otherwise than by shares | |||
| d) | Warrants/ convertible securities/ any other instrument that entitles the acquirer/ seller to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition |
|||
| e) | Total $(a+b+c+d)$ | 642,121,803 equity shares | 66.14% | 66.14% |
| Mode of acquisition/ sale (e.g. open market/ off-market/ public issue/ rights issue/ preferential allotment/ inter-se transfer, etc.) |
The Seller sold shares of the Company on a separate, designated window of the Stock Exchanges. This sale of shares was undertaken in accordance with circular number CIR/MRD/DP/18/2012 dated July 18, 2012 notified by SEBI pertaining to comprehensive guidelines on offer for sale of shares by promoters through the stock exchange mechanism, as amended by circular number CIR/MRD/DP/04/2013 dated January 25, 2013, circular number CIR/MRD/DP/17/2013 |
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THE RESEARCH SOLUTION OF MINE AND MANUAL STATES of Mine Secretary
To 1 . 2 . 2 . 2 . 2 . 2 . 2 . 2 . 2 . 2 .
| dated May 30, 2013, circular number CIR/MRD/DP/24/2014 dated August 8, 2014, circular number CIR/MRD/DP/32/2014 dated December 1, 2014, circular number CIR/MRD/DP/12/2015 dated June 26, 2015, circular number CIR/MRD/DP/36/2016 dated February 15, 2016, circular number CIR/MRD/DP/65/2017 dated June 27, 2017 and circular number SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 ("SEBI OFS Circular") read with Section 21 of Chapter 1 of the Master Circular for Stock Exchange and Clearing Corporation circular no. SEBI/HO/MRD/DP/CIR/P/117 dated October 25, 2019 issued by SEBI, (together with SEBI OFS Circular, the "SEBI OFS Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20200701-27 and dated July 1, 2020 and, to the extent applicable, the previous notices issued by BSE in this regard; and (b) "Offer for Sale- Introduction of Interoperability" issued by NSE by way of its circular bearing no. 51/2020 and dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard(together with the SEBI OFS Circulars, the "OFS Guidelines"). |
|
|---|---|
| Date of acquisition/ sale of shares/ VR, or date of receipt of intimation of allotment of shares, whichever is applicable |
September 17, 2021 |
| Equity share capital/ total voting capital of the TC before the said aequisition/sale |
INR 4,835,120,100(comprising 967,024,020 shares having a face value of INR 5 each)* |
| Equity share capital/ total voting capital of the TC after the said aequisition/ sale |
INR 4,835,120,100(comprising967,024,020shares having a face value of INR 5 each) * |
| Total diluted share/ voting capital of the TC after the said acquisition/ sale |
INR 4,835,120,100(comprising967,024,020shares having a face value of INR 5 each) * |
* There is no change in the paid up share capital of the Target Company on account of sale of shares by the Promoter (i.e. the President of India acting through the Ministry of Mines)through the OFS Mechanism as per the SEBI Guidelines and Circulars, as the said sale is secondary in nature.
Red-Summer SUBRAMANIAN
For and on behalf of the President of India
Ministry of Mines, Government of India
Labshir
é
Lakshmi Subramanian Under Secretary Ministry of Mines, Government of India
Date:September 21, 2021
Place: New Delhi
तक्ष्मी सुब्रमणियन्/LAKSHMI SUBRAMANIAN
अवर सचिव/Under Secretary
खान मंत्रालय/Ministry of Mines
भारत सरकार/Govt. of India
नई दिल्ली/New Delhi
******