Tuesday, September 16, 2003
The Securities and Exchange Board of India (Sebi) has granted
exemption to Fox Entertainment Group, New America Inc (NAI)
and FEG Holdings from making an open offer to the shareholders
of Hughes Software Systems.
The Australia-based News Corporation proposes to acquire
34 per cent stake Hughes Electronics Corporation (HEL) as
a part of a global transaction. HEL indirectly holds 55.44
per cent equity shares in Hughes Software Systems Ltd.
In respect of the proposed acquisition under global transaction,
News Corporation, along with persons acting in concert, had
made a public announcement on July 14, 2003 to the shareholders
of Hughes Software to acquire an aggregate of 20 per cent
of equity share capital in order to comply with the Takeover
Code.
After closure of the global transaction, News Corporation
proposes to reorganise the shareholding in HEC so that its
holding interest in the company will ultimately be held by
Fox Entertainment Group Inc (FEG) an entity in which News
Corporation indirectly exercises approximately 97 per cent
voting control.
This reorganisation is to be effected through a series of
`inter company transfers' among wholly owned subsidiaries
of News Corporation and will occur in immediate succession.
There will be a transfer of shares of HEC by News Publishing
Australia Ltd (NPAL) to New America Inc. (NAI) a US company
and wholly owned subsidiary of NPAL.
Shares will be transferred from NAI to FEG Holdings Inc (FEGH)
a US company and wholly owned subsidiary of NAI and finally
from FEGH to FEG, a US company in which FEGH hold approximately
97 per cent of voting control.
FEG, NAI and FEGH moved Sebi, seeking exemption from making
an public announcement and open offer.
According to the acquirers the primary purpose of the internal
group transfers is to reorganise the holding of the shares
of HEC so that FEG is the ultimate holder of the latter.
They also submitted that internal group transfers will not
have any adverse effect on shareholders of Hughes.
Last updated : February 2, 2004
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