Description

Open offer by Rajendra Naniwadekar to acquire up to 26% equity shares of Hindustan Agrigenetics Limited at ₹54 per share pursuant to SEBI (SAST) Regulations for substantial acquisition with change in control and management.

Summary

Rajendra Naniwadekar has initiated an open offer to acquire up to 11,44,052 fully paid-up equity shares (representing 26% of total paid-up equity share capital) of Hindustan Agrigenetics Limited (HAGL) at an offer price of ₹54 per equity share. This offer is made pursuant to Regulation 3(1) and Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for substantial acquisition of shares/voting rights accompanied with change in control and management of the target company.

Key Points

  • Acquirer: Rajendra Naniwadekar (residing at House Dev-Chhaya, 3-4-252/1 Kachiguda, Hyderabad – 500 027)
  • Target Company: Hindustan Agrigenetics Limited (HAGL)
  • Offer Size: Up to 11,44,052 equity shares (26% of total paid-up equity share capital)
  • Face Value: ₹10 per equity share
  • Offer Price: ₹54 per equity share (cash consideration)
  • Offer Type: Not conditional to any minimum level of acceptance
  • Regulatory Basis: SEBI (SAST) Regulations - Regulation 3(1) and Regulation 4
  • Nature: Substantial acquisition with change in control and management
  • No competing offer announced as of the date of Letter of Offer
  • Target Company registered office shifted to C-1/5, Second Floor, Safdarjung Development Area, New Delhi – 110016 (from 806, Meghdoot, 94 Nehru Place, New Delhi 110019) pursuant to Board resolution dated January 17, 2025

Regulatory Changes

This transaction triggers mandatory open offer obligations under SEBI (SAST) Regulations for substantial acquisition of shares/voting rights accompanied with change in control and management. The acquirer has the right not to proceed with the open offer under Regulation 23(1) of SEBI (SAST) Regulations if statutory approvals are refused or specified conditions are triggered.

Compliance Requirements

  • Equity shareholders of HAGL will receive Letter of Offer with Form of Acceptance cum Acknowledgement and Transfer Deed
  • Shareholders who have recently sold shares should hand over documents to the stock exchange member through whom sale was executed
  • Acquirer may revise offer price up to commencement of last one working day prior to opening of tendering period
  • Any upward revision/withdrawal will be announced in same newspapers where original Detailed Public Statement appeared
  • Same consideration rate will be paid for all equity shares tendered during the offer period
  • Public Announcement, Detailed Public Statement, and Letter of Offer (including Form of Acceptance cum Acknowledgement) are available on SEBI website: www.sebi.gov.in
  • All correspondence should be addressed to Manager/Registrar to the Offer

Important Dates

  • Target Company Board Meeting approving registered office shift: January 17, 2025
  • Circular Date: September 5, 2025
  • Tendering period opening: To be announced (refer to acceptance procedure on pages 24-30 of LOF)
  • Last date for offer price revision: One working day prior to opening of tendering period

Impact Assessment

This is a high-impact corporate action involving change in control and management of Hindustan Agrigenetics Limited. The open offer for 26% equity stake represents a significant ownership restructuring. Shareholders must carefully review the Letter of Offer and decide whether to tender their shares at the offered price of ₹54 per share. The offer is not subject to minimum acceptance levels, providing certainty to participating shareholders. As no statutory approvals are currently required but may become applicable before completion, shareholders should monitor developments. The absence of competing offers as of the circular date means shareholders face a single offer scenario, though competitive bids could potentially emerge during the offer period.

Impact Justification

Major corporate action involving change in control and management through open offer for 26% equity stake under SEBI takeover regulations