The Hindu Business Line : SEBI exempts Thomas Cook from making open offer

SEBI has exempted the Thomas Cook group from making an open offer in the transfer of 60 per cent stake in the India-listed Thomas Cook (India) Ltd from its group company Thomas Cook Overseas Ltd to a newly floated group company Thomas Cook International Markets Ltd.

Exempting the Thomas Cook group from attracting the provisions of the SEBI Takeover rules, its order dated December 19 by Mr Madhukar, whole-time member, SEBI, however, said, "Any change in control or acquisition of shares in the target company would attract the provisions of the takeover guidelines."

Thomas Cook UK proposed to transfer its shareholding (87,50,000 shares of Rs 10 each, constituting 60 per cent) in Thomas Cook India to Thomas Cook AG (the holding company of the Thomas Cook group), which would in turn transfer the shares to Thomas Cook International Markets, as per the plan submitted to SEBI.

Thomas Cook International Markets was incorporated in August 2004 in the UK as a private limited company having issued share capital of just £2 of two shares having a face value of £1 each. The company has a single shareholder Thomas Cook AG.

Reports from Dubai last week suggested that a government-owned investment company of Dubai was close to acquiring Thomas Cook India Ltd for $127 million. They said Dubai Investment Group was likely to pay $92 million for a 60-per cent stake in Thomas Cook India. It will also pay $35 million for a 20-per cent stake as required under the Indian takeover laws, the reports said.

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