Description

SEBI grants exemption order under Takeover Regulations for proposed acquisition of shares and voting rights in Themis Medicare Limited by Vividhmargi Trust.

Summary

SEBI issued an exemption order under Section 11 of the SEBI Act, 1992 and Sub-regulation (5) of Regulation 11 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in the matter of proposed acquisition of shares and voting rights in Themis Medicare Limited by Vividhmargi Trust. The application was filed by Mr. Dinesh Shantilal Patel as trustee of Vividhmargi Trust seeking exemption from the applicability of provisions of Regulation 3 read with Regulation 4 and Regulation 5 of the Takeover Regulations, 2011.

Key Points

  • Target Company: Themis Medicare Limited, incorporated on May 31, 1969, with registered office in Vapi, Gujarat
  • Equity shares listed on BSE Ltd. and National Stock Exchange of India Ltd.
  • Total issued and paid-up share capital: INR 9,20,40,120 divided into 9,20,40,120 equity shares of INR 1 each
  • Promoter and Promoter Group shareholding: 67.15% (6,18,03,990 shares)
  • Public shareholding: 32.85% (3,02,36,130 shares)
  • Proposed Acquirer: Vividhmargi Trust (trustee: Mr. Dinesh Shantilal Patel)
  • Application dated May 30, 2025 seeking exemption from open offer requirements
  • Order reference: WTM/KCV/CFD/14/2025-26

Regulatory Changes

No regulatory changes introduced. This is an exemption order for a specific transaction under existing Takeover Regulations, 2011.

Compliance Requirements

  • The proposed acquisition involves both direct and indirect acquisition of shares and voting rights
  • The Acquirer Trust must comply with all conditions specified in the exemption order (details not fully provided in the excerpt)
  • Three private companies - Vividhmargi Investments Pvt. Ltd. (15.78%), Vividh Distributors Pvt. Ltd. (7.78%), and Themis Distributors Pvt. Ltd. (2.98%) - are part of the Promoter and Promoter Group

Important Dates

  • Application Date: May 30, 2025
  • Order Date: Not specified in the excerpt provided

Impact Assessment

Market Impact: Medium - The exemption relates to promoter group restructuring in a listed company. No change in overall promoter group holding is indicated, suggesting internal reorganization rather than change in control.

Operational Impact: The transaction involves consolidation within the existing promoter group through a trust structure. Vividhmargi Trust will acquire shares directly and indirectly, potentially simplifying the promoter group structure.

Shareholder Impact: Public shareholders are not required to receive an open offer due to the exemption granted. The promoter group shareholding pattern shows significant concentration with the Patel family and related entities holding controlling stake.

Key Stakeholders:

  • Major individual promoters: Dinesh Shantilal Patel (9.47%), Jayshree Dinesh Patel (7.25%), Sachin Dinesh Patel (5.99%)
  • Gedeon Richter Investment Management Ltd. holds 9.61% as part of promoter group

Impact Justification

Exemption order for promoter group restructuring in Themis Medicare Limited under Takeover Regulations. Affects existing promoter shareholding structure but is an internal reorganization matter.