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Morepen Laboratories Ltd. — Major Shareholding Notification 2021
Mar 26, 2021
59389_rns_2021-03-26_3e777275-6c49-465a-9a02-70886087bd2d.pdf
Major Shareholding Notification
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Dated: March 26, 2021
To.
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- National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051
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- Morepen Laboratories Limited Morepen Village, Nalagarh Road, Baddi, Distt. Solan, Himachal Pradesh - 173 205
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BSE Limited Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001
Subject: Disclosure required under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Dear Sir/Madam,
With reference to the above captioned subject, please note that, we, Brook Investments & Financial Services Private Limited, Concept Credits & Consultants Private Limited, Epitome Holdings Private Limited, Scope Credits & Financial Services Private Limited, Mid-Med Financial Services & Investments Private Limited, React Investments & Financial Services Private Limited, Solitary Investments & Financial Services Private Limited, Square Investments & Financial Services Private Limited, Solace Investments & Financial Services Private Limited and Seed Securities & Services Private Limited (hereinafter collectively referred as 'Acquirers') along with Liquid Holdings Private Limited, Arun Suri, Kanta Suri, Rajas Suri (KB Suri Sons HUF), Sanjay Suri (Sanjay Suri sons HUF), Praduman Lal Suri HUF, Sushil Suri (Sushil Suri Sons HUF), Anubhav Suri (Arun Suri Sons HUF), Mamta Suri, Sonia Suri, Sanjay Suri, P.L. Suri, Anju Suri, Sushil Suri, Sunita Suri, Shalu Suri, Varun Suri, Anubhav Suri, Sara Suri, Gulfy Suri, Aanchal Suri, Rajas Suri, Master Arjun Suri, Kanak Suri, Aanandi Suri and Baby Aakriti Suri (Hereinafter collectively referred to as 'PACs') was allotted 3,50,00,000 (Three Crores and Fifty Lakhs) Fully Convertible Warrants carrying a right to subscribe an equal number of Equity Shares of INR 2/- each on preferential basis by Morepen Laboratories Limited ('Target Company') in the meeting of its Board of Directors held on March 25, 2021.
Pursuant to the same, we are hereby submitting the disclosure required under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Kindly take the above information on your records.
For and/on behalf of Acquirers along with PACs
Sushil Suri
Authorised signatory
Disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| Name of the Target Company (TC) | Morepen Laboratories Limited | ||
|---|---|---|---|
| Names of the Acquirer and Persons Acting in | Brook Investments & Financial Services Private Limited | ||
| Concert (PAC) with the Acquirer | Concept Credits & Consultants Private Limited | ||
| Epitome Holdings Private Limited | |||
| Scope Credits & Financial Services Private Limited | |||
| Mid-Med Financial Services & Investments Private Limited | |||
| React Investments & Financial Services Private Limited | |||
| Solitary Investments & Financial Services Private Limited | |||
| Square Investments & Financial Services Private Limited | |||
| Solace Investments & Financial Services Private Limited | |||
| Seed Securities & Services Private Limited | |||
| (Hereinafter collectively referred to as 'Acquirers') | |||
| Liquid Holdings Private Limited | |||
| Arun Suri | |||
| Kanta Suri | |||
| Rajas Suri (KB Suri Sons HUF) | |||
| Sanjay Suri (Sanjay Suri sons HUF) | |||
| Praduman Lal Suri HUF | |||
| Sushil Suri (Sushil Suri Sons HUF) | |||
| Anubhav Suri (Arun Suri Sons HUF) | |||
| Mamta Suri | |||
| Sonia Suri | |||
| Sanjay Suri | |||
| P.L. Suri | |||
| Anju Suri Sushil Suri |
|||
| Sunita Suri | |||
| Shalu Suri Varun Suri |
|||
| Anubhay Suri | |||
| Sara Suri | |||
| Gulfy Suri | |||
| Aanchal Suri | |||
| Rajas Suri | |||
| Master Arjun Suri | |||
| Kanak Suri | |||
| Aanandi Suri | |||
| Baby Aakriti Suri | |||
| (Hereinafter collectively referred to as 'PACs') | |||
| Whether the Acquirer belongs to Promoter/ |
Yes | ||
| Promoter group | ||||
|---|---|---|---|---|
| Name(s) of the Stock Exchange(s) where the shares | National Stock Exchange of India Limited | |||
| of TC are Listed | BSE Limited | |||
| Details of the acquisition as follows | Number | $\%$ w.r.t. total | $\%$ w.r.t. | |
| share/voting | total diluted | |||
| capital | share/voting | |||
| wherever | capital of | |||
| applicable | the TC* | |||
| Before the acquisition under consideration, | ||||
| holding of acquirer along with PAC of: | ||||
| a) | Shares carrying voting rights | |||
| Acquirers | 11,41,26,838 | 25.37 | 25.37 | |
| PACs | 4, 12, 44, 750 | 9.17 | 9.17 | |
| b) | Shares in the nature of encumbrance (pledge/ | |||
| lien/ non-disposal undertaking/ others) | ||||
| $\mathcal{C}$ ) | Voting rights (VR) otherwise than by equity | Nil | NA | NA |
| shares | ||||
| $\mathrm{d}$ ) | Warrants/convertible securities/any other |
Nil | NA | NA |
| instrument that entitles the acquirer to receive | ||||
| shares carrying voting rights in the TC | ||||
| (specify holding in each category) | ||||
| Nil | NA | NA | ||
| e) | Total $(a+b+c+d)$ | 15,53,71,588 | 34.54 | $34.54*$ |
| Details of acquisition | ||||
| a) | Shares carrying voting rights acquired | Nil | NA | NA |
| b) | VRs acquired otherwise than by equity shares | |||
| $\circ$ ) | Warrants/convertible securities/any other |
Nil | NA | NA |
| instrument that entitles the acquirer to receive | ||||
| shares carrying voting rights in the TC | ||||
| (specify holding in each category) acquired. | ||||
| Acquirers | ||||
| Brook Investments & Financial Services | ||||
| Private Limited | 35,00,000 | 0.72 | ||
| Concept Credits & Consultants Private | ||||
| Limited | 35,00,000 | 0.72 |
$\bar{u}$
$\mathcal{H}$
| Epitome Holdings Private Limited | 35,00,000 | 0.72 | ||
|---|---|---|---|---|
| - Scope Credits & Financial Services Private | ||||
| Limited | 35,00,000 | 0.72 | ||
| - Mid-Med Financial Services & Investments | ||||
| Private Limited | 35,00,000 | 0.72 | ||
| - React Investments & Financial Services | ||||
| Private Limited | 35,00,000 | 0.72 | ||
| - Solitary Investments & Financial Services | ||||
| Private Limited | 35,00,000 | 0.72 | ||
| - Square Investments & Financial Services | ||||
| Private Limited | 35,00,000 | 0.72 | ||
| - Solace Investments & Financial Services | ||||
| Private Limited | 35,00,000 | 0.72 | ||
| - Seed Securities & Services Private Limited | ||||
| d) | Shares encumbered/invoked/released by the | 35,00,000 | 0.72 | |
| Acquirer | ||||
| Nil | NA | NA | ||
| e) | Total $(a+b+c+d)$ | 3,50,00,000 | $7.22*$ | |
| After the acquisition, holding of acquirer along | ||||
| with PACs of: | ||||
| a) | Shares carrying voting rights | |||
| Acquirers | 11,41,26,838 | 25.37 | 23.54 | |
| PACs | 4, 12, 44, 750 | 9.17 | 8.51 | |
| b) Shares encumbered with the Acquirer | Nil | NA | NA | |
| $\mathcal{C}$ ) | VRs otherwise than by equity shares | Nil | NA | NA |
| d) | Warrants/convertible securities/any other |
|||
| instrument that entitles the acquirer to receive | ||||
| shares carrying voting rights in the TC | ||||
| (specify holding in each category) after | ||||
| acquisition | ||||
| Acquirers | 3,50,00,000 | 7.22 | ||
| PACs | Nil | NA | NA | |
| e) | Total $(a+b+c+d)$ | 19,03,71,588 | 34.54 | 39.27* |
| Mode of acquisition (e.g. open market / public | Preferential Allotment of Convertible Warrants | |||
| issue / rights issue /preferential allotment / inter-se | through private placement |
$\mathcal{S}^{\mathcal{A}}{\mathcal{A}}$ and $\mathcal{S}^{\mathcal{A}}{\mathcal{A}}$ and $\mathcal{S}^{\mathcal{A}}{\mathcal{A}}$ and $\mathcal{S}^{\mathcal{A}}{\mathcal{A}}$
| transfer, etc.) | |
|---|---|
| Date of acquisition of/ date of receipt of intimation | March 25, 2021 |
| of allotment of shares/ VR/ warrants/convertible | |
| securities/any other instrument that entitles the | |
| acquirer to receive shares in the TC. | |
| Equity share capital / total voting capital of the TC | INR 89,95,86,406 (Rupees Eighty Nine Crore |
| before the said acquisition | Ninety Five Lakh Eighty Six Thousand Four |
| Hundred and Six Only) divided into 44,98,26,203 | |
| (Forty Four Crore Ninety Eight Lakh Twenty Six | |
| Thousand Two Hundred and Three) Equity Shares | |
| of INR 2/- each. | |
| Equity share capital/ total voting capital of the TC | INR 89,95,86,406 (Rupees Eighty Nine Crore |
| after the said acquisition | Ninety Five Lakh Eighty Six Thousand Four |
| Hundred and Six Only) divided into 44,98,26,203 | |
| (Forty Four Crore Ninety Eight Lakh Twenty Six | |
| Thousand Two Hundred and Three) Equity Shares | |
| of INR 2/- each. | |
| Total diluted share/voting capital of the TC after | INR 96,95,86,406 (Rupees Ninety Six Crore |
| the said acquisition | Ninety Five Lakh Eighty Six Thousand Four |
| Hundred and Six Only) divided into 48,48,26,203 | |
| (Forty Eight Crore Forty Eight Lakh Twenty Six | |
| Thousand Two Hundred and Three) Equity Shares | |
| of INR 2/- each. |
(*) percentages have been calculated after excluding the Optionally Convertible Preference Shares as conversion period has already been lapsed. However, the Optionally Convertible Preference Shares are entitled for voting rights equivalent to equity shareholders, therefore % of promoter in post issue diluted share capital company after considering the OCRPS is 35.68% (i.e., change of 4.51 %)
For and on behalf of Acquirers along with PACs
Sushil Suri (Authorised Signatory)
Place: New Delhi Date: March 26, 2021