New Delhi: Sebi today exempted Azim Premji-controlled Apex Trust and his son Rishad Premji from making an open offer to Wipro's public shareholders with regard to their stake going up due to rejig in shareholding of three other promoter entities.
The matter pertains to re-constitution of three partnership firms -- Prazim Traders, Zash Traders and Hasham Traders -- which are part of Wipro's promoter group. Under the rejig, HITCPL would retire as a partner from the three entities and instead, Apex Trust and Rishad Premji would become partners in each of them.Hasham Investment and Trading Company Pvt Ltd (HITCPL) is a promoter of Wipro.
The trustee and the beneficiaries of the Apex Trust are fully-owned and controlled by Azim Premji and his wife Yasmeen Premji, both of whom are promoters.
Apex Trust, represented by its trustee Azim Premji Trust Services Pvt Ltd, and Rishad Premji had approached Sebi seeking exemption from the open offer obligation. The markets regulator has exempted Apex Trust and Rishad Premji from making an open offer to the public shareholders of Wipro subject to certain conditions.
In his order, Sebi's Whole Time Member S Raman said there would be no change in control of Wipro pursuant to the proposed reconstitution. Post rejig, Apex Trust and Rishad Premji would share 35 per cent and two per cent of profit of the partnership firms, respectively.
The Takeover Panel, in its report in March this year, had also recommended exemption subject to certain conditions. According to Sebi, the proposed re-constitution is only an "internal re-organisation of the promoter and promoter group and in respect of entities, which are directly or indirectly wholly controlled by Azim Premji and his family".
While providing the exemption, Sebi said the proposed acquisition should be completed within 30 days after revision of the trust deed. "On completion of the transaction, the acquirer shall file a report with Sebi in the manner provided in the
Takeovers Regulations, within a period of 21 days from the date of such acquisition," it said.
Prazim Partners, Zash Traders and Hasham Traders had three Non-Banking Financial Companies (NBFCs) as their partners. The move to merge the three NBFC partners into HITPCL and reconstitute the shareholding in Prazim Partners, Zash Traders and Hasham Traders was to comply with a RBI norm pertaining to NBFCs.
