The Securities Appellate Tribunal (“SAT“) by its order dated November 30, 2016 in a series of appeal before it [the main appeal being Appeal No. 121 of 2014 – Shelter Infra Projects Limited Vs SEBI (“Shelter Infra”)] has determined and confirmed the period from which Unpublished Price Sensitive Information (“UPSI“) shall be deemed to have come into force thereby triggering the obligation to close trading window for insiders under the SEBI (Prohibition of Insider Trading) Regulations, 1992 (“PIT Regulations, 1992“).
The brief fact of the case was that Shelter Infra and its promoters had entered into a share purchase agreement on July 31, 2009 (“SPA“) with one Ramayana Promoters Private Limited (“RPL“) for sale of 35% shareholding of the promoters to RPL thereby triggering the open offer obligations under the takeover regulations, 1997.
The SPA was approved by the board of Shelter Infra on July 30, 2009. However, the discussions pertaining to the SPA had commenced from May 21, 2009, and the first draft of the SPA was shared with the board of Shelter Infra on June 20, 2009. As per SEBI’s investigation, it was observed that the board of Shelter Infra had decided to complete the takeover formalities within a week from the board meeting dated June 19, 2009.
