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SUZLON ENERGY LTD. — Major Shareholding Notification 2023
Jun 13, 2023
59207_rns_2023-06-13_6ca56a79-9609-4968-a57b-c880b2cc41d0.pdf
Major Shareholding Notification
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13th June 2023.
National Stock Exchange of India Limited, "Exchange Plaza", Bandra-Kurla Complex, Bandra (East), Mumbai-400051.
BSE Limited, P.J. Towers, Dalal Street, Mumbai-400001.
Dear Sirs,
Sub.: Advance Intimation for proposed acquisition of equity shares of Suzlon Energy Limited ("SEL") by way of gift.
Ref.: Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations").
This is to inform that Ms. Rambhaben Ukabhai, a person forming part of the Promoter Group of SEL (hereinafter referred to as the "Transferor"), proposes to transfer equity shares of SEL by way of gift to The Tanti Trust (through its Trustee Mr. Vinod Ranchhodbhai Tanti) (hereinafter referred to as the "Acquirer"), in terms of the Deed proposed to be executed by the Transferor in favour of the Acquirer. The details of transfer are as under:
| Shareholding details | Before the proposed transaction |
After the proposed transaction |
||
|---|---|---|---|---|
| No. of shares held |
$\frac{0}{0}$ | No. of shares held |
$\frac{0}{0}$ | |
| Rambhaben Ukabhai (Transferor) | 47, 31, 77, 759 | 3.79 | 47, 31, 76, 759 | 3.79 |
| The Tanti Trust (through its trustee Mr. Vinod Ranchhodbhai Tanti) (Acquirer / Transferee) |
0.00 | 1,000 | 0.00 |
The aforesaid inter se transfer is in terms of Regulation $10(1)(a)(ii)$ read with SEBI exemption order dated 14th June 2019 read with extension letter dated 11th January 2023.
In the context and in terms of Regulation 10(5) of the Takeover Regulations, enclosed please find advance intimation in respect of the proposed transfer of equity shares by way of gift which falls under Regulation 10(1)(a)(ii) of the Takeover Regulations.
Thanking you,
Yours faithfully,

The Tanti Trust (through its trustee Mr. Vinod Ranchhodbhai Tanti), Acquirer.
Encl.: As Above.
$C.C.$ Suzlon Energy Limited, "Suzlon", 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.
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 ("Takeover Regulations")
| 1 | Name of the Target Company ("TC") | SUZLON ENERGY LIMITED ("SEL") | ||
|---|---|---|---|---|
| $\overline{2}$ | Name of the acquirer(s) | The Tanti Trust (through its trustee Mr. Vinod Ranchhodbhai Tanti (the "Acquirer" or "Transferee") |
||
| 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 |
The Acquirer is a Trust, whose Trustee and the beneficiaries are persons forming part of the Promoter / Promoter Group of SEL |
||
| $\overline{4}$ | Detail of the proposed acquisition | |||
| a. | Name of the person(s) from whom shares are to be acquired |
Rambhaben Ukabhai (the "Transferor") | ||
| $b$ | Proposed date of acquisition | On or after June 20, 2023 | ||
| c. | Number of Shares to be acquired from each person mentioned in 4(a) above |
No. of shares | % to paid-up capital | |
| i. | Rambhaben Ukabhai | 47, 31, 77, 759 | 3.79 | |
| d. | Total shares to be acquired as % of share capital of TC |
47,31,77,759 | 3.79 | |
| e. | Price at which shares are proposed to be acquired | Nil, since transfer is by way of gift | ||
| f. | Rationale, if any, for the proposed transfer | Transfer of shares by way of gift to the Acquirer in terms of the Deed proposed to be executed by the Transferor in favour of the Acquier |
||
| 5 | Relevant sub-clause of Regulation $10(1)(a)$ under which the acquirer is exempted from making open offer |
Regulation $10(1)(a)(ii)$ read with SEBI exemption order dated June 14, 2019 read with extension letter dated January 11, 2023 |
||
| 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 |
8.98 | ||
| $7\phantom{.}$ | If, in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of Regulation 8 |
Not Applicable | ||
| 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 |
Not Applicable since proposed transfer is by way of gift hence acquisition price is zero. |
||
| $\overline{9}$ | (i) Declaration by the acquirer that the transferor and It is hereby declared that the Acquirer and the Transferor have transferee have complied (during 3 years prior to the complied with the applicable disclosure requirements in Chapter V date of proposed acquisition) / will comply with of the Takeover Regulations and corresponding provisions of the applicable disclosures requirements in Chapter V of the repealed Takeover Regulations, 1997. The details of disclosures Takeover Regulations, 2011 (corresponding provisions made during previous 3 years prior to the date of proposed of the repealed Takeover Regulations, 1997); (ii) The acquisition have been provided in Annexure "A" details of aforesaid disclosures made during previous 3 years prior to the date of proposed acquisition to be furnished |
|||
| 10 | Declaration by the acquirer that all the conditions specified under Regulation $10(1)(a)$ with respect to exemptions has been duly complied with |
It is hereby declared that all the conditions specified under Regulation $10(1)(a)$ with respect to exemptions have been duly complied with |
| Shareholding details | Before the proposed transaction | After the proposed transaction | ||
|---|---|---|---|---|
| No.of shares / | % w.r.t. | No.of shares / | $\%$ w.r.t. | |
| voting rights held | total share | voting rights held | total share | |
| capital | capital | |||
| Each acquirer / transferee | ||||
| The Tanti Trust (through its trustee Mr. Vinod | $\overline{a}$ | 0.00 | 1000 | 0.00 |
| Ranchhodbhai Tanti) | ||||
| Each seller / transferor | ||||
| Rambhaben Ukabhai | 47, 31, 77, 759 | 3.79 | 47, 31, 76, 759 | 3.79 |
Signature of the Acquirer
$\overline{\phantom{a}}$ Umits
Name: The Tanti Trust (through its trustee Mr. Vinod Ranchhodbhai Tanti) Place: Pune
Date: June 13, 2023
| ANNEXURE V | |||||
|---|---|---|---|---|---|
| Compliance with Chapter V of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations, 2011) |
|||||
| (during a period of three years prior to the date of proposed acquisition) | |||||
| Sr. | Reg./ sub- | Due date for | Actual date | Delay, if | Remarks |
| No. | Reg. | compliance | of | any | |
| as mentioned in the regulation |
compliance | ||||
| Compliance with Regulation 29 of Takeover Regulations, 2011 by Promoters and Promoter Group Entities of Suzlon Energy Limited ("SEL") |
|||||
| 1 | $29(1)$ & (2) |
30-06-2020 | 30-06-2020 | NA | Disclosure in respect of change in shareholding of (i) Tanti Holdings Private Limited ("THPL") pursuant to acquisition of 40,80,77,000 equity shares and (ii) Investor Group being PACs pursuant to acquisition of 20,40,77,000 equity shares and 4,998 Compulsorily Convertible Debentures representing 20,39,98,368 equity shares by way of preferential allotment on 27-06-2020 |
| $\overline{2}$ | 29(2) | 28-12-2021 | 27-12-2021 | NA | Disclosure in respect of change in shareholding of Investor Group being PACs pursuant to acqusition of 20,39,98,368 equity shares aggregating to 2.24% of the paid-up capital of SEL on 26-12-2021 pursuant to mandatory conversion of 4,998 Compulsorily Convertible Debentures allotted on 27- 06-2020 |
| 3 | 29(2) | 04-04-2022 | 31-03-2022 | NA | Disclosure in respect of change in shareholding of Mrs. Rambhaben Ukabhai and certain persons forming part of the Promoter group of Suzlon Energy Limited pursuant to transfer of 22,83,59,00 equity shares aggregating to 2.48% of the paid-up capital of SEL by way of gift to Mrs. Rambhaben Ukabhai in terms of Gift Deed dated 31-03-2022 |
| Compliance with Regulation 30 of Takeover Regulations, 2011 by Promoters and Promoter Group Entities | |||||
| $\mathbf{1}$ | 30(2) | 01-06-2020 | 18-05-2020 | NA | Annual Disclosures by Promoter Group as on 31.03.2020 |
| $\sqrt{2}$ | 30(2) | 09-04-2021 | 08-04-2021 | NA | Annual Disclosures by Promoter Group as on 31.03.2021 |
| 3 | 30(2) | 11-04-2022 | 11-04-2022 | NA | Annual Disclosures by Promoter Group as on 31,03,2022 |
| Compliance with Regulation 30 of Takeover Regulations, 2011 by Promoters and Promoter Group Entities | |||||
| $21(1)$ $12.20,2020$ $25.20,2020$ $1$ $11$ $12$ | $\cdot$ $\cdot$ |
| Compliance with Regulation 30 of Takeover Regulations, 2011 by Promoters and Promoter Group Entities | |||||
|---|---|---|---|---|---|
| $31(1)$ 13-08-2020 05-08-2020 | NA | Disclosure in respect of creation of encumbrance over 48,97,95,918 equity | |||
| shares representing approximately 5.95% of the paid-up capital of SEL by | |||||
| Tanti Holdings Private Limited on 04-08-2020 |
Signature of Acquirer
Date: June 13, 2023 Place: Pune
Kelenst The Tanti Trust (through its trustee Mr. Vinod Ranchhodbhai Tanti) Acquirer