Sebi exempts Yashvardhan Jatia Trust from making open offers

Trust has been set up by promoter entities of the 3 companies

Sebi has exempted Yashvardhan Jatia Trust from making an open offer to public shareholders of Pudumjee Industries, Pudumjee Paper Products and Thacker and Company.

The trust has been set up by promoter entities of the three companies. One trustee of the Yashvardhan Jatia Trust is not part of the promoter group of any of these firms.

Under an "internal re-alignment of holdings within the promoter group family", the trust was to acquire additional shares from some promoter entities in the firms.

Pursuant to such transactions, the shareholding of the trust would go up in the three companies to an extent where the obligation for making open offer would be triggered.

The regulator's rulings have come on separate pleas filed by Pudumjee Industries, Pudumjee Paper Products and Thacker and Company seeking exemption for the trust from the open offer requirement.

Yashvardhan Jatia Trust is to be treated as a person acting in concert (PAC) with promoters under Sebi takeover regulations as all but one of its trustees are promoters or belong to the promoter group of the companies.

In three separate orders, the Securities and Exchange Board of India (Sebi) has given exemption to the trust from making open offers subject to certain conditions.

The proposed transactions are pursuant to a private family arrangement for "internal re-alignment of holdings within the promoter group family", wherein the shares of the minor beneficiary (Master Yashvardhan Jatia) would be held by Yashvardhan Jatia Trust and would not affect the interest of the public shareholders, according to the similarly-worded orders.

Among others, Sebi has taken into consideration the fact that there would be no change in control of the respective companies after pursuant to the proposed acquisitions.