No non-compete fee for public shareholders, rules SAT

Setting aside an order of the Securities and Exchange Board of India (Sebi), appellate tribunal SAT today ruled that a company need not pay non-compete fee to the public shareholders.

"The impugned communication [of Sebi]... so far as it directs the appellant to include the non-compete fee in the offer price, is set aside," the Securities Appellate Tribunal (SAT) said in an order on an appeal filed by Cayman Island-based E-Land Fashion China Holdings.

The non-compete fee is the amount which is paid by the acquirer to the promoter of the target company to stay away from the same business.

In the present case, E-Land Fashion proposed to acquire Mudra Lifestyle and the issue was raised whether the acquirer was liable to pay non-compete fee to the public shareholders in addition to promoters.

In an order on January 28, 2011, Sebi held that E-Land Fashion Holdings will have to pay non-compete fee to public shareholders and include the amount in the offer price.

The company, however, approached SAT against the order of market regulator Sebi and obtained a ruling in its favour.

"The (non-compete) fee shall not be included in the offer price," SAT said, and allowed the company to issue the letter of offer to the shareholders within the next two weeks.