The Hindu Business Line : SEBI orders Pyramid Saimira chief to make open offer

Kolkata, Dec. 21 The Securities and Exchange Board of India (SEBI) has ordered Mr P.S. Saminathan, Chairman and Managing Director of Pyramid Saimira Theatre (PSTL), to make an open offer to acquire additional 20 per cent from the public at a minimum price of Rs 250 a share.

SEBI asked the promoter-CMD to explain various violations of regulations and called into question market and off-market deals in PSTL stock in his personal capacity.

The regulator, in its order on December 19, has also asked Mr Saminathan to file prospectus for public announcement for open offer within 14 days.

Mr Kanhu Charan, the Company Secretary of Chenni-based PSTL, admitted that a letter addressed to the CMD was received from SEBI, but declined to comment. Mr Saminathan was also not available for comment.

SEBI has asked Mr Saminathan, to explain his deal to acquire 25 per cent stake in the company from two promoters – Mr N.C. Ravichandran and Mr Nirmal Kotecha — for around Rs 150 crore at Rs 200 a share at a time when the market prevailing price was Rs 60 a share.

SEBI said that Mr Saminathan had violated Section 3(3) of the SEBI (SAST) Regulation of 1997 on three occasions this fiscal.

The provision bars inter-se transfer among the promoters before three years from allotment.

In its investigation, SEBI had found that Mr Saminathan had proposed to purchase 23.47 per cent of shares from Mr Kotecha out of his total holding of 37 per cent stake as an inter-se transfer before the stipulated lock-in period was over. He has also been ordered to explain violation of creeping acquisition rules, which allows maximum of 5 per cent stake hike by a promoter in a year.

The regulator has asked promoter CMD to explain reasons for making “false disclosure” to the stock exchanges. It has also asked him to explain the acquisition of shares “at two different prices”. The disclosures referred to by the SEBI were made on October 10, 2008, and November 27, 2008, by Mr Saminathan.

Mr Saminathan has also been asked to explain why on November 19 he had bought 4 lakh shares at a much lower price than the proposed price of acquisition.

SEBI noted that from the trading details on the NSE and BSE, where Mr Saminathan had acquired 4.89 per cent shares in June 2008 at Rs 250 a share. From November 19 to December 5, he acquired 6.91 lakh shares. By making these purchases, SEBI observed, Mr Saminathan had crossed the creeping acquisition limits and triggered public announcement for open offer.

PSTL stock closed at Rs 75.40 on the BSE on Friday, marking a 16.36 per cent gain. In the past week, the stock has gained by over 67 per cent.

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