virtue of its 51% shareholding i.e. marginally higher shareholding than that of the Acquirer i.e. 49% shareholding in EBITO.
The Acquirer has also ... this order come under the category of change of control from joint control to single control and thereby exempted from the compliance of the requirements
their shareholding or management rights or shareholders agreements or voting agreements or in any other manner."
30. One test of control is the right ... control over the proxy-gathering machinery.
(4) Management control - the mere control over the proxy-gathering machinery, having regard to the inertia of shareholders, enables
promoter and having a negligible shareholding in the company may not get the exemption and acquire substantial Shareholding/control over the company by buying ... shareholders of HIL of an opportunity to exit in case they wished to do so, in view of change in shareholding/control of HIL, taking
voting rights of a general meeting of shareholders of that company. That shareholding did not create a control by Technip over Coflexip.
(ii) There ... right to control the management or policy decisions of Coflexip or should have acquired control by virtue of a Shareholder's Agreement
change of control
from joint control to sole control and regulation 12 exempts such a change in control
from the purview of regulation ... change in control from joint control to sole control and post acquisition, the
acquirers acquired the sole control of the Target Company". The learned
promoter group sellers of the target
company have been the controlling shareholders and had extensive participation in the
management and operation of the target company ... business and affairs of the target company. Being the controlling shareholders and
having knowledge of business of the target company, each of the promoter group
them. What comprises public shareholding? In terms of the definition at 2(1)(j) 'public shareholding' means shareholding in the hands of person ... shareholding in the target company cannot be considered as the shareholding of the acquirer warranting exclusion from the public shareholding. Similarly, if the characteristics
shareholding of 11.8% in Technip and a shareholding of 18.17% in Coflexip did not mean that either IFP or ISIS were in control or management ... control Coflexip. It is evident therefrom that the said shareholders were acting in concert and controlling Coflexip, Technip came in place of Stena, with
shareholders of the Indian company, that the exemption application was rejected on 19-7-2001, on an erroneous assumption that change in control ... cannot be construed as an exercise of control over ISPG. Shri Desai submitted that the Indian shareholders did not much favourably respond to ISPG
Shri Singhania, submitted that there was no change in the shareholding or controlling pattern in the VSIL even after the said merger as it continues ... submitted that as there has been a change in control of the target company, the shareholders/investors of the company ought to be given
