Promoters acquiring pledged shares that are invoked but not sold will not trigger open offer obligations under the takeover regulations.

SEBI said this in an order on Monday pertaining to Educomp solutions.

SEBI observed that Educomp promoter Shantanu Prakash’s had stated in his application (for exemption from takeover regulations) of having pledged 91.8 lakh shares of the company as guarantee against Macquarie Finance’s Rs 46-crore loan.

Prakash also said that Macquarie had invoked the pledge and transferred the shares in its name as the value of the guarantee had reduced as the company’s share price reduced and there was a delay in repayment of the loan.

SEBI said that that the shares were not sold by the lender Macquarie though the pledge was invoked.

Macquarie said Prakash had paid off the loan in three instalments and was willing to retransfer the pledged shares that were invoked, to Prakash.

SEBI exempted the promoter from takeover regulations as it found that the acquisition of 91.8 lakh shares would not result in change in control of the company’s management.

In addition, no money would be paid for this acquisition as Prakash would only receive back the shares he had pledged and the interest of public shareholders would not be affected by this.

The acquisition has to be completed within 30 days.

raghavendrarao.k@thehindu.co.in

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