New Delhi, Aug. 9: The government has modified the terms of sale of its 51.11 per cent stake in HPCL to ONGC to ensure that the selloff does not necessitate an open offer to minority shareholders.

The department of investment and public asset management (Dipam) has amended the terms to state the government will continue to control the public sector oil retailer through ONGC Ltd.

"HPCL will continue to be a government company in terms of section 2(45) of the Companies Act, 2013 and will continue to be controlled by the government through ONGC under the administrative control of the ministry of petroleum and natural gas," a statement said.

The amendment to the expression of interest from investment and merchant bankers to manage the stake sale transaction will avoid triggering an open offer, which would have dragged the completion of the transaction and increased ONGC's payout, officials said.

On July 19, the cabinet committee on economic affairs had granted an in-principle approval for the sale of the government's 51.11 per cent stake in HPCL to ONGC "along with the transfer of management control, which will result in HPCL becoming a subsidiary company of ONGC".

But, since the earlier Dipam offer meant transfer of management control from the government to ONGC, there was an apprehension it would trigger Sebi's takeover code and compel ONGC to make an open offer to acquire an additional 26 per cent stake from the minority shareholders, he said.

Though the government is monetising its holding, the amended terms make it clear that it will continue to retain control of HPCL, the official said, adding that as there was no transfer of actual control, there would be no requirement of an open offer.

Under the takeover code, any entity buying more than 25 per cent in a listed entity has to make an open offer to acquire an additional 26 per cent from minority shareholders.

The government hopes to complete the transaction this financial year as part of its plan to achieve the target of Rs 72,500 crore through divestment in 2017-18.

The sale of its 51.11 percent holding in HPCL can fetch the government Rs 33,633 crore at today's share price.