Markets regulator SEBI has granted an exemption to the Neterwala Family Trust from making an open offer in Uni Abex Alloy Products Ltd, allowing the promoter family to restructure holdings without triggering takeover rules. According to reports from Rediff Moneynews, SEBI's Whole Time Member Kamlesh Chandra Varshney specifically stated in the order that the exemption relates to the proposed indirect acquisitions in the company. The transaction will effectively move control of Uni Abex into the trust structure, but SEBI noted that there will be no change in the ultimate control of the company. As reported by Rediff Moneynews, the exemption will remain valid for one year, during which the proposed acquisition must be completed.
The transaction involves transfer of shares of Chemicals and Ferro Alloys Pvt Ltd (CFA) and other entities in Uni Abex Alloy Products by promoter Feroze D Neterwala to the family trust. According to Rediff Moneynews, the proposed transaction will result in Neterwala Family Trust owning a 63.48 per cent stake in Uni Abex Alloy Products Ltd post-acquisition. The regulator observed that the trustees and beneficiaries of the acquirer trust, through which the control would be exercised over Uni Abex Alloy Products, are members of the promoter and promoter group of the company. The transaction is structured as non-commercial transactions which would not affect or prejudice the interests of the public shareholders of the target company.
Under SEBI's SAST (substantial acquisition of shares and takeovers) norms, any entity acquiring a 25 per cent or more stake in a listed company or gaining control over it is mandatorily required to make an open offer to public shareholders. However, SEBI has waived this requirement, citing that the proposed deal is an internal family reorganisation aimed at streamlining succession planning and consolidating family holdings. As reported by Rediff Moneynews, the regulator noted that promoter shareholding will remain unchanged at around 63.63% before and after the transaction, while public shareholding will continue at 36.37%. The transaction involves transfer of shares without any monetary consideration, reinforcing SEBI's view that the deal is non-commercial in nature and does not prejudice minority shareholders.
The regulator has imposed conditions, including completion of the transaction within one year and compliance with disclosure and reporting requirements. According to Rediff Moneynews, the order underscores SEBI's approach of permitting exemptions in cases of genuine intra-promoter restructurings where there is no change in control or impact on public shareholders. The exemption specifically allows the Neterwala Family Trust to comply with requirements of the SAST Regulations, 2011 for the proposed indirect acquisitions in Uni Abex Alloy Products Ltd.
