Wipro share transfer: Sebi exempts Premji firm from open offer

Markets regulator Sebi today exempted a company controlled by Azim Premji from the obligation of an open offer for public investors of Wipro Ltd in connection with share transfer between certain promoter group entities.
Hasham Investment and Trading Company Pvt Ltd, owned by Azim Premji Trustee Company, had sought exemption from making an open offer with respect to proposed acquisition of shares of Wipro Ltd through a scheme of arrangement involving certain promoter group companies of the IT firm.
Hasham Investment and Trading Company (HITCPL) is engaged in rendering investment advisory services to venture capital funds registered with Sebi, while its parent Azim Premji Trustee Company's main promoter is Azim Premji himself.

Premji is also the main promoter of Wipro Ltd.
In its application to the Securities and Exchange Board of India (Sebi), Hasham Investment and Trading Company stated that it did not own any shares in Wipro Ltd and therefore it was not yet listed among its promoters.
However, three promoter entities of Wipro -- categorised as NBFCs by RBI -- had issued preference shares to HITCPL.

To comply with NBFC-related norms of RBI, these three promoter shareholders of Wipro were proposed to be merged with HITCPL under a scheme aimed at consolidating all the NBFC businesses of the promoter group into one single entity.

Consequently, HITCPL would become a shareholder in Wipro with acquisition of shares held by these three firms, which in turn can trigger an open offer for purchase of additional shares from the minority shareholders of the IT firm.
It however submitted that "the scheme of arrangement is only an internal re-organisation of the promoter and promoter group and among entities that are directly or indirectly wholly controlled by Azim Premji and members of his family" and therefore there was no change in control or management of the target company.
Accordingly, it had sought exemption from the open offer.
After looking into the submissions, Sebi's Takeover Panel recommended the case for exemption as there was "no real change in ownership or control of the shares of the target company".

Accepting the panel's recommendations, Sebi's Whole Time Member Prashant Saran today granted the exemption as the "proposed scheme and transaction is for complying with the RBI direction and is only an internal re-organisation of the promoter and promoter group and among entities that are directly or indirectly wholly controlled by Azim Premji and members of his family".