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Sun Pharmaceutical Industries Ltd. Major Shareholding Notification 2018
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Major Shareholding Notification
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Regd. Office: F.P 145, Ram Mandir Road, Vile Parle (East), Mumbai - 400 057 CIN - U65910MH1989PTC053111, Tel.: 022-43242149
October 29, 2018
National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block Bandra Kurla Complex Bandra (East), Mumbai 400 051.
BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001.
Dear Sir / Madam,
Subject: Notice under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the "Takeover Regulations")
Reference: Sun Pharmaceutical Industries Limited, NSE Scrip Code: SUNPHARMA, BSE Scrip Code: 524715
Pursuant to the Scheme of Amalgamation of Alrox Investment & Finance Private Limited and Airborne Investment & Finance Private Limited and Bridgestone Investment & Finance Private Limited and Deeparadhana Investment & Finance Private Limited and Mackinon Investment & Finance Private Limited and Solares Therapeutic Private Limited and Bonaire Exports Private Limited and Nirmit Exports Private Limited and Viditi Investment Private Limited and Teiaskiran Pharmachem Industries Private Limited and Family Investment Private Limited and Quality Investment Private Limited and Virtuous Finance Private Limited and Virtuous Share Investments Private Limited and Package Investrade Private Limited and Jeevanrekha Investrade Private Limited and Sholapur Organics Private Limited and Asawari Investment & Finance Private Limited and Virtuous Securities & Broking Private Limited and Sunfins Securities Services Private Limited and Meghganga Finvest Private Limited and Privilege Trading Private Limited (collectively referred to as "22 Transferor Companies") with Shanghvi Finance Private Limited ("SFPL"/ "Transferee Company" / "Acquirer") and their respective shareholders, which was sanctioned and approved by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its Order dated August 30, 2018 under section 230 to 232 of the Companies Act, 2013 and which became effective from October 23, 2018, we, Shanghvi Finance Private Limited, the Acquirer, have directly acquired 95,94,89,975 Equity Shares of Sun Pharmaceutical Industries Limited ("SPIL" / "Target Company") representing 39.99% of the total paid-up equity share capital of the Target Company.
Further apart from the above direct acquisition of equity shares of the Target Company, SFPL has also, pursuant to the said Scheme of Amalgamation, acquired majority direct stake in Aditya Medisales Limited and Unimed Investments Limited which are members of the promoter and promoter group of SPIL and hold 5,05,54,810 equity shares of SPIL, representing 2.10% of the total paid-up equity share capital of SPIL, thus leading to indirect acquisition of equity shares / voting rights of SPIL to such extent by SFPL.
However, it is pertinent to note that since the entire share capital of SFPL is held by Mr. Dilip S. Shanghvi, the present Promoter of SPIL and his wife, the ultimate control of promoter group entities holding shares in SPIL will continue to be held by Mr. Dilip S. Shanghvi and his wife and therefore Mr. Dilip S. Shanghvi, will continue to be the Promoter of SPIL.
Regd. Office: F.P 145, Ram Mandir Road, Vile Parle (East), Mumbai - 400 057 CIN-U65910MH1989PTC053111, Tel.: 022-43242149
Further, the aforesaid acquisition, being pursuant to transfer of shares amongst the existing promoter group, will not result in any change in the overall shareholding of the promoter and promoter group of SPIL.
In this background, we are exempt from the obligation to make an open offer under Regulation 3(1) the Takeover Regulations, 2011 in terms of the general exemption available under Regulation 10(1)(d)(iii) of the Takeover Regulations, 2011. In this regard, we hereby enclose the necessary disclosure under Regulation 10(6) of the Takeover Regulations, 2011 - "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".
We request you to kindly take the same on your records and acknowledge receipt of the same.
Thanking you,
Yours faithfully,
For and on behalf of Shanghvi Finance Private Limited, the Acquirer
NANO $\mathcal{C}_{\Lambda}$ Chandrakant Agrawal MILMEA Director DIN: 02525499
Enclosure: Disclosures under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
CC: For Information Purposes: Target Company, Sun Pharmaceutical Industries Limited SPARC, Tandalja, Vadodara - 390012
Regd. Office: F.P 145, Ram Mandir Road, Vile Parle (East), Mumbai - 400 057 CIN - U65910MH1989PTC053111, Tel.: 022-43242149
Format for Disclosures under Regulation 10(6) - Intimation 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
| $\mathbf 1$ | Name of the Target Company(TC) | Sun Pharmaceutical Industries Limited ("Company") | |||
|---|---|---|---|---|---|
| $\overline{2}$ | Name of the acquirer(s) | Shanghvi Finance Private Limited | |||
| 3 | Name of the stock exchangewhere shares of the TC arelisted | BSE LimitedNational Stock Exchange of India Limited | |||
| 4 | Details of the transactionincluding rationale, if any, forthe transfer/acquisition ofshares. | Refer Note 1 | |||
| 5 | Relevant regulation underwhich the acquirer isexempted from making openoffer. | Regulation 10(1)(d)(iii) of SEBI (SAST) Regulations, 2011. | |||
| 6 | Whetherdisclosureofacquisitionproposedwasrequired to be made underregulation 10 (5) and if so,- whether disclosure wasmade and whether itwas made within thetimeline specified underthe regulations.- date of filing with thestock exchange. | NoNot ApplicableNot Applicable | |||
| $\overline{7}$ | Details of acquisition | Disclosures required to bemadeunderregulation10(5) | Whether thedisclosuresunder regulation 10(5) areactually made | ||
| Name of the transferor /a.seller | Not Applicable | Not Applicable | |||
| Date of acquisitionb. | Not Applicable | Not Applicable | |||
| Number of shares/ votingC.rights in respect of theacquisitions from eachperson mentioned in 7(a)above | Not Applicable | Not Applicable | |||
| d.Total shares proposed tobe acquired / actuallyacquired as a % ofdiluted share capital of TC | Not Applicable | Not Applicable | |||
| 3 | CINAWE |
Regd. Office: F.P 145, Ram Mandir Road, Vile Parle (East), Mumbai - 400 057 CIN - U65910MH1989PTC053111, Tel.: 022-43242149
| e. | Price at which shares areproposed to be acquired /actually acquired | Not Applicable | Not Applicable | |||
|---|---|---|---|---|---|---|
| 8 | Shareholding details | Pre-Transaction | Post-Transaction | |||
| No. of shares | % w.r.t. | No. of shares | % w.r.t. | |||
| held | total | held | total | |||
| share | share | |||||
| capital | capital | |||||
| of TC | of TC | |||||
| A | Each Acquirer / | Kindly Refer Note 1 for | Kindly Refer Note 1 for | |||
| Transferee Company (s) | details | details | ||||
| Shanghvi Finance Private | 2,82,603 | 0.01 | 95,97,72,578 | 40.00 | ||
| Limited | ||||||
| TOTAL (a) | 2,82,603 | 0.01 | 95,97,72,578 | 40.00 | ||
| B | Each Seller / Transferor | Kindly Refer Note 1 for | Kindly Refer Note 1 for | |||
| Company (s) | details | details | ||||
| Viditi Investment Private | 20,08,46,362 | 8.37 | ||||
| Limited | ||||||
| Tejaskiran Pharmachem | 19,48,20,971 | 8.12 | ||||
| Industries Private Limited | ||||||
| Family Investment Private | 18,24,37,880 | 7.60 | ||||
| Limited | ||||||
| Quality Investments | 18,23,79,237 | 7.60 | ||||
| Private Limited | ||||||
| Virtuous Finance Private | 9,68,51,821 | 4.04 | ||||
| Limited | ||||||
| Virtuous Share | 8,37,51,259 | 3.49 | ||||
| Investments Private | ||||||
| Limited | ||||||
| Sholapur Organics Private | 1,59,92,110 | 0.67 | ||||
| Limited | ||||||
| Jeevanrekha Investrade | 14,58,806 | 0.06 | ||||
| Private Limited | ||||||
| Package Investrade Private | 8,95,039 | 0.04 | ||||
| Limited | ||||||
| Asawari Investment and | 49,468 | 0.00 | ||||
| Finance Private Limited | ||||||
| Nirmit Exports Private | 7,022 | 0.00 | ۷ | |||
| Limited | ||||||
| TOTAL(b) | 95,94,89,975 | 39.99 | ۰ |
Note:
- (*) Shareholding of each entity may be shown separately and then collectively in a group. $\bullet$
- The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is $\bullet$ more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.
$\overline{4}$
Regd. Office: F.P 145, Ram Mandir Road, Vile Parle (East), Mumbai - 400 057 CIN - U65910MH1989PTC053111, Tel.: 022-43242149
Note 1:
Pursuant to the Scheme of Amalgamation of Alrox Investment & Finance Private Limited and Airborne Investment & Finance Private Limited and Bridgestone Investment & Finance Private Limited and Deeparadhana Investment & Finance Private Limited and Mackinon Investment & Finance Private Limited and Solares Therapeutic Private Limited and Bonaire Exports Private Limited and Nirmit Exports Private Limited and Viditi Investment Private Limited and Tejaskiran Pharmachem Industries Private Limited and Family Investment Private Limited and Quality Investment Private Limited and Virtuous Finance Private Limited and Virtuous Share Investments Private Limited and Package Investrade Private Limited and Jeevanrekha Investrade Private Limited and Sholapur Organics Private Limited and Asawari Investment & Finance Private Limited and Virtuous Securities & Broking Private Limited and Sunfins Securities Services Private Limited and Meghganga Finvest Private Limited and Privilege Trading Private Limited (collectively referred to as "22 Transferor Companies") with Shanghvi Finance Private Limited ("SFPL"/ "Transferee Company" / "Acquirer") and their respective shareholders, which was sanctioned and approved by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its Order dated August 30, 2018 under section 230 to 232 of the Companies Act, 2013 and which became effective from October 23, 2018, we, Shanghvi Finance Private Limited, the Acquirer, have directly acquired 95,94,89,975 Equity Shares of Sun Pharmaceutical Industries Limited ("SPIL" / "Target Company") representing 39.99% of the total paid-up equity share capital of the Target Company.
Further apart from the above direct acquisition of equity shares of the Target Company, SFPL has also, pursuant to the said Scheme of Amalgamation, acquired majority direct stake in Aditya Medisales Limited and Unimed Investments Limited which are members of the promoter and promoter group of SPIL and hold 5,05,54,810 equity shares of SPIL, representing 2.10% of the total paid-up equity share capital of SPIL, thus leading to indirect acquisition of equity shares / voting rights of SPIL to such extent by SFPL.
However, it is pertinent to note that since the entire share capital of SFPL is held by Mr. Dilip S. Shanghvi, the present Promoter of SPIL and his wife, the ultimate control of promoter group entities holding shares in SPIL will continue to be held by Mr. Dilip S. Shanghvi and his wife and therefore Mr. Dilip S. Shanghvi, will continue to be the Promoter of SPIL.
Further, the aforesaid acquisition, being pursuant to transfer of shares amongst the existing promoter group, will not result in any change in the overall shareholding of the promoter and promoter group of SPIL.
Thanking you,
Yours faithfully,
For and on behalf of Shanghvi Finance Private Limited, the Acquirer
Chandrakant Agrawal Director DIN: 02525499