The Securities and Exchange Board of India (SEBI) has exempted Hasham Investment and Trading Company Private Ltd from an open offer obligation in Wipro Ltd.

Hasham is owned fully by Azim Premji Trustee Company Private Ltd in its capacity as trustee of Azim Premji Trust (which is part of the promoter and promoter group of Wipro).

The open offer obligation was triggered as a result of merging three partnership firms – Hasham Traders, Zash Traders and Prazim Traders with Hasham Investments to comply with RBI norms which stipulated that no NBFC shall contribute to the capital of a partnership firm or become partner of such firm. Further, NBFCs, which had already contributed to the capital of a partnership firm or was a partner in such firm as on the date of the notification were, required to seek early retirement from such partnership firm.

As a result Hasham Investments could exercise 51.66 per cent of shares/voting rights in Wipro and be obligated to make an open offer for such acquisition under regulations 3(1) read with 3(3) and 5 of the Takeover Regulations, unless exempted by SEBI from such obligation.

SEBI observed that Hasham Investments had also proposed that on reconstitution of the partnership firms (which action has already taken place), it would retire as a partner from the three partnership firms and concurrently a trust “Apex Trust” shall be admitted as a partner and that the Acquirer (Hasham Investments) shall be its beneficiary. It also proposed that Azim Premji Trustee Company Private Ltd would be the Trustee of the said Apex Trust.

SEBI noted further that there was no change in the public shareholding and Wipro was fully compliant with the minimum public shareholding requirements under the SCRR and the Listing Agreement.

Ruling that there was no change in the control or management of Wipro post the proposed transaction and that it was only an internal re-organisation of the promoter and promoter group and amongst entities directly or indirectly controlled by Azim Premji and members of his family, SEBI exempted the open offer requirement.

Related Topics