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TMI Blog2020 (2) TMI 873X X X X Extracts X X X X X X X X Extracts X X X X ..... he acquirers and seeks to re-examine the open offer and to revise the price to Rs. 800/- as well as to direct the acquirers to make payment of interest to all shareholders whose shares have been accepted in the open offer from February 2, 2010 for the delay in implementing the open offer from 2010 to 2018. 2. Appellant is an investor and holds 5000 shares (jointly with his wife) in the Target Company, namely, Golden Tobacco Limited ('GTL' for short; Respondent No. 5). Consequent to certain acquisition made by one Shri Pramod Jain and others, the acquirers (Respondent Nos. 2 - 4) came out with a public announcement proposing a voluntary open offer pursuant to Regulation 10 and 12 of the SEBI (Substantial Acquisition of Shares and Ta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rice made by the acquirers was grossly inadequate as the Target Company GTL had a plot of land worth about Rs. 2000 crore which was not reflected in the said valuation. To press home his contention appellant also relied on submission made by the acquirers in their appeal before this Tribunal seeking to withdraw the open offer made that the appellants therein had acquired shares of the Target Company GTL because of GTL having property worth about Rs. 2000 crore. 5. The appellant further submitted that GTL made a valuation of its shares on March 20, 2018 @ Rs. 58. 90 which was a sham valuation report got prepared by the acquirers through an unqualified Chartered Accountant. Because the said Chartered Accountant did not have the mandatory ten ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egulation 20(5) is not relevant, as submitted by the appellant since that provision is for infrequently traded scrips. Citing the relevant portion of the public announcement made by the acquirers dated November 12, 2009 it was emphasized by the learned counsel that the maximum offer price applicable at that time was Rs. 100.15 and the acquirers had offered Rs. 101/- by rounding of the same. Thereafter though the appellants sought to withdraw the open offer which was finally dismissed by the Hon'ble Supreme Court, the trigger date for the public announcement / open offer remains the same i.e. November 12, 2009. Therefore as on the trigger date share of GTL was a liquid scrip, frequently traded on both NSE and BSE and therefore the price ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 09 (SAT) and contended that only shareholders of the Target Company who holds the shares on the trigger date are eligible to get compensated in terms of interest which was also held in the matter of Clariant International Ltd. (supra). 8. Learned counsel Shri Manish Chhangani, appearing for the acquirer (Respondent No. 4), in addition to supporting the submissions made by the learned counsel for respondent no. 1 SEBI, submits that Regulation 35(2)(c) of the Takeover Regulations 2011 explicitly states that all public announcements made under the Takeover Regulations 1997 have to be completed under the 1997 Regulations itself and submits that the regulatory provisions are very clear and without any ambiguity that Sub-Regulation 20(4) of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sub-regulation (1), the offer price shall be the highest of- (a) the negotiated price under the agreement referred to in sub-regulation (1) of regulation 14; (b) price paid by the acquirer or persons acting in concert with him for acquisition, if any, including by way of allotment in a public or rights or preferential issue during the twenty-six week period prior to the date of public announcement, whichever is higher; (c) the average of the weekly high and low of the closing prices of the shares of the target company as quoted on the stock exchange where the shares of the company are most frequently traded during the twenty-six weeks or the average of the daily high and low of the prices of the shares as quoted on the stock exchange ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has to be completed under the same Regulations as is explicitly stated in Sub Regulation 35(2)(c) of the new Takeover Regulations 2011. Here, it is an undisputed fact that the trigger for public announcement / open offer came on November 12, 2009 and consequently public announcement was made. Though the open offer was delayed on account of the subsequent stand (for recalling the public announcement) taken by the acquirers the original date of trigger does not change. The valuation done as per the applicable methodology under Regulation 20(4) is not questioned; what is questioned is the valuation in 2018 which is not applicable in the matter. When the offer price of Rs. 101/- per share was made based on the price given by the acquirers in 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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