Alstom exempted from open offer

MUMBAI, APR 23: The Securities and Exchange Board of India Sebi has granted exemption to Alstom France SA, from making an open offer fo...

MUMBAI, APR 23: The Securities and Exchange Board of India Sebi has granted exemption to Alstom France SA, from making an open offer for the proposed acquisition of shares in its Indian subsidiary, as part of a re-organisation programme.

The company had proposed transfer of the 67 per cent holding of GEC Alstom in favour of Alstom France SA after which GEC Alstom NV would stand liquidated, according to a Sebi release issued on April 23.

Sebi noted that by virtue of common shareholding, the scheme of re-organisation contemplated by the acquirer would amount to an inter-se transfer of shares amongst group companies coming under the definition of group8217; as defined in the MRTP Act. Sebi in exercise of the powers conferred under Section 43 of the Sebi Act, 1992 with regulation 46 of the regulations, granted exemption to the acquirers from making an open offer for the proposed acquisition of shares in Alstom from GEC Alstom NV.

The regulator further held that the present acquisition would cause nochange in the control of the target company and in exercise of its powers granted exemption to the acquirers from making an open offer for shares in Alstom India under the takeover code.

Alstom France SA, a company incorporated in France made an application dated December 22, 1998 seeking exemption under regulation 31l of the Securities and Exchange Board of India Substantial Acquisition of Shares andTakeovers Regulations, 1997 for the acquisition of the shares of Alstom Limited which is listed on the Calcutta and Mumbai Stock Exchanges.

On considerations of the recommendations of the takeover panel, Sebi noted that the acquirer is a wholly owned subsidiary of Alstom whose shareholders are GEC and Alcatel Alsthom 24 per cent each which are also the shareholders in GEC Alsthom NV and that by virtue of the present acquisition, there would not be any change in control of the target company.

A Sebi release also stated that the regulator was of the view that the scheme of reorganisation contemplatedby the acquirer would amount to an inter-se transfer of shares amongst group companies, hence there was no need for an open offer.

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