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Munjal Showa Ltd. — Director's Dealing 2020
Dec 21, 2020
61724_rns_2020-12-21_39f639cb-5e28-4594-93ef-ed2d71f8bae2.pdf
Director's Dealing
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MUNJAL SHOWA LIMITED
Date: 21 December, 2020
Pursuant to the Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Regulation 3 of SEBI (Prohibition of Insider Regulations) Regulations, 2015, we would like to inform you that the Company has received an information from the following persons that they are in process of inter-se transfer of shares amongst themselves through an off-market transaction.
| Registered Office & Works : 9-11, Maruti Industrial Area, Sector - 18, Gurugram - 122 015 (Haryana) INDIA E-mail : [email protected] Website : www.munjalshowa.net Corporate Identity Number : L34101HR1985PLC020934, PAN : AAACM0070D Phone : 0124-4783000 Fax : 0124-2341359 |
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|---|---|---|---|---|---|---|---|
| To, BSE Limited |
To, | ||||||
| Scrip code: 520043 | National Stock Exchange of India Limited Symbol: MUNJALSHOW |
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| Phiroze Jeejeebhoy Towers, | Exchange Plaza, C-1, Block G, | ||||||
| Dalal Street, | Bandra Kurla Complex, Bandra (E), | ||||||
| Mumbai- 400 001 | Mumbai — 400 051 | ||||||
| Date: 21 December, 2020 | |||||||
| Dear Sir/ Ma'am, | with Regulation 10(5) of SEBI (SAST) Regulations, 2011 | Sub: Disclosure of Inter-se Transfer of Shares between the Promoters / Promoter Group in accordance | |||||
| The Date of Proposed Transaction |
details of the same are as under: Name of the Transferor |
would like to inform you that the Company has received an information from the following persons that they are in process of inter-se transfer of shares amongst themselves through an off-market transaction. Name of the Transferee proposed to be |
No of Shares transferred |
% of Holdi olding |
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| On or after 28" December, 2020 |
Show Corporation, Japan pora aPan |
Dayanand Munjal Investments Private Limited ; |
39,97 4,39,973 |
109 1.10% |
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| This being an Inter se transfer of shares between the Promoters, the same falls within the exemption under Regulation 10 (1)(a)(ii) provided under SEBI (SAST) Regulation, 2011. This is in nature of transfer of shares through an off-Market transaction amongst Promoters. The aggregate shareholding of the Promoter and Promoter Group before and after the above inter se transaction remains the same. In this connection necessary disclosure under Regulation 10(5) for the above said acquisition in prescribed format, as submitted by the Acquirer is enclosed herewith for your kind information and records. |
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| Thanking you, | |||||||
| For Munjal Showa Limited, , he Sharma) (Ge tanjafi' Company Secretary & Complia M. No. A42219 Date: December 21, 2020 Place: Gurugram |
For Munjal Showa Limited, , (Ge tanjafi' he Sharma) Company Secretary & Complia M. No. A42219 Date: December 21, 2020 Place: Gurugram
DAYANAND MUNJAL INVESTMENTS PRIVATE LIMITED
REGD. OFFICE: G. T. ROAD, HERO NAGAR, LUDHIANA-141003 CIN: U67120PB1979PTC004038, PHONE: 9910027951 EMAIL:[email protected]
To, BSE Limited Scrip code: 520043 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001
To, National Stock Exchange of India Limited Symbol: MUNJALSHOW Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051
To, Munjal Showa Limited, 9-11, Maruti Industrial Area, Gurugram, Haryana – 122 015
Date: 21 December, 2020
Sub: Prior Intimation under regulation 10(5) of the Securities and Exchange Board of India (Substantial acquisition of Shares and Takeovers) Regulations, 2011 for proposed acquisition of shares
Dear Sir/ Ma'am,
As due compliance of Regulation 10(5) of the Securities and Exchange Board of India (Substantial acquisition of Shares and Takeovers) Regulations, 2011, the undersigned being one of the Promoters of the Company, hereby furnish the PRIOR INTIMATION in the specified format under Regulation 10(5) in respect of proposed inter-se transfer of 4,39,973 shares (1.1%) shares of Munjal Showa Limited being the Target Company ("TC") in the following manner:
Inter-se Transfer of 4,39,973 (1.1%) shares from Showa Corporation, Japan to Dayanand Munjal Investments Private Limited, being Promoters of the TC.
The shares are proposed to be acquired by way of "Mutual agreement between the Promoters" from amongst the Promoter and Promoter Group pursuant to exemption provided in Regulation 10(1)(a)(ii) (qualifying person being persons named as promoters in the shareholding pattern filed by the Target Company for not less than three years prior to the proposed acquisition) and there will be no change in the total shareholding of the Promoters Group after such inter-se transfer of shares of TC.
Thanking You,
For Dayanand Munjal Investments Private Limited (Acquirer),
YOGESH CHANDER MUNJAL
Digitally signed by YOGESH CHANDER MUNJAL DN: c=IN, st=Delhi, 2.5.4.20=7ba5115fbdabd9db7cc15b1cb1a16a0ad6398abd873b 5e10178ccf91526a8b23, postalCode=110048, street=HOUSE NO. B-175,GREATER KAILASH-1, serialNumber=4ede1ba9d7d5d7155985d8115aed3e2a57cf0ef8 312490c1a639e55c8462026b, o=Personal, cn=YOGESH CHANDER MUNJAL, pseudonym=f30fbc6ebfae1f110b472878b57d62bf Date: 2020.12.21 14:29:53 +05'30'
(Yogesh Chander Munjal) Director DIN- 00003491
Date: December 21, 2020 Place: Ludhiana
DAYANAND MUNJAL INVESTMENTS PRIVATE LIMITED
REGD. OFFICE: G. T. ROAD, HERO NAGAR, LUDHIANA-141003 CIN: U67120PB1979PTC004038, PHONE: 9910027951 EMAIL:[email protected]
Disclosures under Regulation 10(5) – Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| 1 | Name of the Target Company (TC) | Munjal Showa Limited | |||
|---|---|---|---|---|---|
| 2 | Name of the acquirer(s) | Dayanand Munjal Investments Private Limited | |||
| 3 | Whether the acquirer(s) is/ are promoters of the TC prior to the transaction. If not, nature of relationship or association with the TC or its promoters |
Yes, the acquirer is one of the Promoters of the Target Company |
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| 4 | Details of the proposed acquisition | ||||
| Name of the person(s) from whom shares are to a be acquired |
Showa Corporation, Japan | ||||
| b | Proposed date of acquisition | On or after 28th December, 2020 | |||
| c | Number of shares to be acquired from each person mentioned in 4(a) above |
4,39,973 equity shares | |||
| d | Total shares to be acquired as % of share capital of TC |
1.10% | |||
| e | Price at which shares are proposed to be acquired |
INR 75 per share | |||
| f | Rationale, if any, for the proposed transfer | Inter-se transfer of shares amongst Promoters of the Target Company, as per the mutual agreement between the Promoters |
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| 5 | Relevant sub-clause of regulation 10(1)(a) under which the acquirer is exempted from making open offer |
The acquisition is exempted under sub-clause (ii) of Regulation 10(1)(a) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 |
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| 6 | If, frequently traded, volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period |
INR 135.28 per share | |||
| 7 | If in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of regulation 8 |
Not applicable |
DAYANAND MUNJAL INVESTMENTS PRIVATE LIMITED
REGD. OFFICE: G. T. ROAD, HERO NAGAR, LUDHIANA-141003 CIN: U67120PB1979PTC004038, PHONE: 9910027951 EMAIL:[email protected]
| 8 | Declaration by the acquirer, that the acquisition price would not be higher by more than 25% of the price computed in point 6 or point 7 as applicable. |
Yes, we hereby declare that the acquisition price shall not be higher by more than 25% of the volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice computed in point 6 above |
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|---|---|---|---|---|---|
| 9 | Declaration by the acquirer, that the transferor and transferee have complied / will comply with applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeover Regulations 1997) |
Yes, the transferor and transferee have complied and will comply with all the applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011 |
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| 10 | Declaration by the acquirer that all the conditions specified under regulation 10(1)(a) with respect to exemptions has been duly complied with |
Yes, all the conditions specified under Regulation 10(1)(a)(ii) with respect to exemption has been duly complied with |
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| Before the proposed transaction |
After the proposed transaction |
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| 11 | Shareholding details | No. of shares /voting rights |
% w.r.t total share capital of TC |
% w.r.t total share capital of TC |
% w.r.t total share capital of TC |
| Acquirer(s) and PACs (other than sellers) | 1,56,00,000 | 39.00% | 1,60,39,973 | 40.10% | |
| Seller (s) | 1,04,00,000 | 26.00% | 99,60,027 | 24.90% |
For Dayanand Munjal Investments Private Limited (Acquirer),
Digitally signed by YOGESH CHANDER MUNJAL
YOGESH CHANDER MUNJAL DN: c=IN, st=Delhi, 2.5.4.20=7ba5115fbdabd9db7cc15b1cb1a16a0ad6398abd873b5 e10178ccf91526a8b23, postalCode=110048, street=HOUSE NO. B-175,GREATER KAILASH-1, serialNumber=4ede1ba9d7d5d7155985d8115aed3e2a57cf0ef83 12490c1a639e55c8462026b, o=Personal, cn=YOGESH CHANDER MUNJAL, pseudonym=f30fbc6ebfae1f110b472878b57d62bf Date: 2020.12.21 14:31:03 +05'30'
(Yogesh Chander Munjal) Director DIN- 00003491
Date: December 21, 2020 Place: Ludhiana