Description

Hitesh Kothari and associates launch mandatory open offer to acquire 26% of Premier Capital Services Limited at ₹5.65 per share following substantial acquisition with change in control.

Summary

Mr. Hitesh Kothari, Hitesh Kothari HUF, and Hargo Enterprise Private Limited have announced a mandatory open offer to acquire 96,35,840 equity shares representing 26% of the voting share capital of Premier Capital Services Limited at ₹5.65 per share. The offer is triggered under SEBI SAST Regulations 3(1) and 4 following substantial acquisition of shares accompanied with change in control and management of the target company.

Key Points

  • Open offer for 26% stake (96,35,840 shares) at ₹5.65 per share payable in cash
  • Three acquirers: Mr. Hitesh Kothari, Hitesh Kothari HUF, and Hargo Enterprise Private Limited
  • Triggered due to substantial acquisition with change in control under SAST Regulations
  • Offer is unconditional - not subject to minimum acceptance level
  • No differential pricing between shareholders
  • Not a competing offer under Regulation 20

Regulatory Changes

No regulatory changes announced. This is a mandatory open offer in compliance with existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, specifically Regulations 3(1) and 4 which require open offers upon substantial acquisition with change in control.

Compliance Requirements

  • Eligible shareholders of Premier Capital Services Limited to receive Letter of Offer with acceptance-cum-acknowledgement form and transfer deed
  • Recent sellers of shares should hand over offer documents to stock exchange members through whom sale was effected
  • No statutory approvals currently required for completion of the offer
  • If future approvals become necessary, acquirers will make required applications before expiration of tendering period

Important Dates

  • Last date for upward revision of offer price/size: Wednesday, September 3, 2025 (1 working day before tendering period commencement)
  • Tendering period dates: To be announced (Letter of Offer will specify exact dates)

Impact Assessment

This open offer represents a significant corporate action resulting in change of control and management at Premier Capital Services Limited. The offer at ₹5.65 per share provides exit opportunity for up to 26% of existing shareholders. The unconditional nature ensures deal certainty. Post-acquisition, the Kothari group will gain substantial control over the company’s operations and strategic direction, potentially impacting minority shareholders and future corporate governance.

Impact Justification

Major corporate action involving change in control and management of listed company requiring mandatory open offer under SAST Regulations