In a new twist to the takeover drama of Forbes Gokak (FGL), Pawankumar Sanwarmal has now lodged a complaint with the Securities and Exchange Board of India (Sebi) alleging that the Shapoorji Pallonji Mistry group has not filed its bid with the relevant authorities at the appropriate date.
In its complaint, Sanwarmal has said the Mistry group had filed the documents with Sebi on October 12, while as per the regulation it should have been filed on or before October 11. The public announcement was made on October 15. The takeover regulation require filing of the documents with the appropriate authority at least two working days before the public announcement.
The counter-bidder has alleged that the press statement regarding the intended acquisition was released to newspapers on October 9 and the report appeared on the subsequent day. "Thus, as a matter of fact, the public announcement to acquire the shares of the target company was in fact made on October 9 and 10," the complaint states.
This also constitutes violation of the insider trading regulations, according to the Pawankumar Sanwarmal group, since price sensitive information was leaked out "selectively" prior to the public announcement on October 15.
Further, while the public announcement had offered a price of Rs 80 per share, the letter of offer by the company on November 23, has mentioned the price as Rs 90 per share.
According to the complainant, while the acquirer has the option to revise the offer price such an upward revision has to be preceded by a public announcement in newspapers notifying the amendments and the relevant authorities have to be properly informed about the change. Thus this is also a violation of the takeover guidelines. The complaint also alleges that the company did not file the documents with the market regulator, the exchanges and the target company simultaneously, which is a requirement under the regulations.
It may be recalled that on November 20, the Mistry group had moved the Securities Appellate Tribunal (SAT) against Sebi's order clearing the counter offer made by Man Made Fibres and other group companies of Pawankumar Sanwarmal. SAT is expected to give its final verdict on December 10.
