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    Change in SBO

    Posted By : Damini / Published on : 23-Jun-2020 04:00 PM / View : 366 / Comment : 0

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    Dear Professional Colleagues,

    There is a listed Company ABC Ltd. XYZ Pvt Ltd became the promoter of this company through acquisition of control and 14% shareholding through the process of open offer in 2016.

    Mr. X and Mr. Y who are the promoters of XYZ Pvt Ltd also became the directors in ABC Ltd after the completion of open offer process. Mr X holds 99% shareholding of XYZ Pvt Ltd and accordingly is a SBO for ABC Ltd the details of which are also being mentioned in Shareholding pattern of ABC Ltd. and necessary forms also filed with ROC.

    Now, Mr. X wants to transfer his entire shareholding in XYZ Pvt Ltd. due to some financial constraints. Although XYZ Pvt Ltd would continue to remain the promoter of ABC Ltd.

    I want to know, apart from the share transfer formalities and formalities relating to change in SBO of ABC Ltd, are there any other formalities under SEBI (Takeover) Code and SEBI (LODR) Regulations or any other SEBI Regulations. Please note that Mr. X will transfer his holding in XYZ Pvt Ltd in the manner so that nobody becomes SBO in ABC Ltd.

    Should Mr. X also send an intimation to the Exchange that he is selling off his holding in XYZ Pvt Ltd which is a promoter in ABC Ltd. and hence would no more be a SBO in ABC Ltd and what else.

    Please advice.
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