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Showing contexts for: 50.1 in Sebi vs Clariant International Ltd. on 16 October, 2002Matching Fragments
1.5. Colour-Chem Ltd. (hereinafter referred to as " the Target company") is a company incorporated under Companies Act, 1956 and is having its registered office at Mumbai. The shares of the Target company are listed at The Stock Exchange Mumbai (hereinafter referred to as BSE) and National Stock Exchange (hereinafter referred to as NSE). The Acquirer holds 50.1% equity shares in the Target company.
1.6. The Acquirer and Hoechst entered into purchase agreement for transfer of Hoechst's German Specialty Chemical business to the Acquirer. Pursuant to the master agreement between Hoechst and Clariant AG a draft stock purchase agreement for transfer of 50.1% of the share capital of the Target company held by Hoechst AG in favour of the Acquirer was entered into between Hoechst and the Acquirer.
1.7. The Acquirer vide letter dated November 26, 1997 filed an application with Securities and Exchange Board of India ( hereinafter referred to as "SEBI") seeking exemption from the applicability of Chapter III of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997(hereinafter referred to as the " said Regulations" )for acquiring 5,83,708 equity shares representing 50.1% of the total equity capital of the Target company.
1.7. In the abovesaid exemption application the Acquirer inter alia, stated that 1.7.1. the Acquirer had entered into an agreement with Hoechst for the merger of the specialty chemicals businesses of the two companies. Under this agreement Clariant AG will acquire Hoechst's specialty chemicals business, whereas Hoechst becomes a 45 per cent shareholder of the Acquirer. To effect this transaction, Hoechst has transferred its German specialty chemicals operations to a new subsidiary, which is subsequently been transferred to Clariant AG as a contribution in kind against issue of shares of the Acquirer to Hoechst.
1.7.2. As a part of restructuring referred to above Hoechst will transfer its entire shareholding, representing 50.1% of the total share capital in the Target company, to the Acquirer for consideration of cash.
1.7.3. the acquisition is in pursuance to a scheme of arrangement for construction under foreign law which is covered under regulation 3(1)(j)(ii).
2.0. The aforesaid application was forwarded to Takeover Panel in terms of the provisions of sub-regulation (4) of regulation 4 of the Regulations. The Takeover Panel, considered the application and vide its letter dated March 11, 1998 forwarded a report inter alia recommending as follows :
"On consideration of the application of the Applicant along with annexures thereto and additional information furnished by the Applicant vide the letter dated 26th February, 1998, the Takeover Panel is of the view that the exemption as sought by the Applicant may not be granted since so for as the Indian company viz. the Target company is concerned, it is pure and simple case of purchase of entire 50.1 percent of its total equity share capital so far held by Hoechst AG by the applicant. Hence, keeping the objective intended to be achieved by the Takeover Code, the grant of exemption as sought is not recommended".