Description

SEBI grants exemption to Vividhmargi Trust (proposed acquirer) from open offer obligations under Takeover Regulations for proposed acquisition of shares and voting rights in Gujarat Themis Biosyn Limited.

Summary

SEBI has issued an exemption order (WTM/KCV/CFD/24/2025-26) under Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992 read with Regulation 11(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The exemption was sought by Mr. Dinesh Shantilal Patel, in his capacity as trustee of Vividhmargi Trust (Proposed Acquirer), from triggering an open offer obligation under Regulations 3(1), 4, and 5 of the Takeover Regulations in connection with a proposed direct and indirect acquisition of shares and voting rights in Gujarat Themis Biosyn Limited (Target Company).

Key Points

  • Target Company: Gujarat Themis Biosyn Limited, incorporated May 31, 1969, listed on BSE and NSE; registered office at Plot No 69-A, GIDC Industrial Estate, Dist. Valsad, Vapi, Gujarat – 396 195
  • Proposed Acquirer: Vividhmargi Trust, represented by trustee Mr. Dinesh Shantilal Patel
  • Application dates: Original application May 30, 2025; Revised Application September 03, 2025 (correcting paid-up share capital and shareholding pattern)
  • Total paid-up share capital: INR 10,89,65,265 divided into 10,89,65,265 equity shares of INR 1/- each
  • Promoter & Promoter Group shareholding (as of June 30, 2025): 70.86% (7,72,18,083 shares)
  • Public shareholding: 29.14% (3,17,47,182 shares)
  • Key promoter entities: Pharmaceutical Business Group (India) Limited (PBGL) holds 47.02%; Themis Medicare Limited (TML) holds 23.19%
  • Exemption sought from open offer obligations that would otherwise be triggered by the proposed acquisition structure involving the Acquirer Trust

Regulatory Changes

No new regulatory changes introduced. This order applies existing provisions of:

  • Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992
  • Regulation 11(5) of SEBI (SAST) Regulations, 2011
  • Regulations 3(1), 4, and 5 of the Takeover Regulations (from which exemption is sought)

Compliance Requirements

  • The exemption is specific to the proposed acquisition by Vividhmargi Trust as described in the Revised Application dated September 03, 2025
  • The Acquirer Trust must comply with any conditions stipulated in the full exemption order
  • Post-acquisition disclosures under SEBI (SAST) Regulations and SEBI (PIT) Regulations must be made as applicable
  • Any deviation from the proposed acquisition structure may require fresh regulatory review

Important Dates

  • May 30, 2025: Original exemption application filed by Mr. Dinesh Shantilal Patel (trustee, Vividhmargi Trust)
  • September 03, 2025: Revised Application submitted with corrected shareholding pattern and paid-up share capital
  • June 30, 2025: Reference date for shareholding pattern disclosed in the application
  • Order reference: WTM/KCV/CFD/24/2025-26

Impact Assessment

Company-level: The exemption order facilitates a promoter group restructuring via a trust structure without triggering a mandatory open offer, which could otherwise require the acquirer to make a public offer to minority shareholders. Existing public shareholders (29.14%) are not required to be given an exit opportunity through an open offer under this exemption.

Market impact: Limited to Gujarat Themis Biosyn Limited. The promoter group’s overall shareholding at 70.86% remains dominant; the acquisition is an intra-promoter group reorganisation rather than a change in control. No significant impact on secondary market trading is expected.

Regulatory precedent: Affirms SEBI’s willingness to grant exemptions for intra-group trust-based restructuring under Regulation 11 of the Takeover Regulations where the spirit of investor protection is not compromised.

Impact Justification

Company-specific exemption order affecting a single listed entity's ownership structure; relevant to existing shareholders of Gujarat Themis Biosyn Limited given promoter group restructuring via trust.