Description

Open offer by Narra Purna Babu to acquire up to 42,25,442 equity shares (26% of expanded capital) of Hypersoft Technologies Limited at Rs. 11 per share.

Summary

Narra Purna Babu has launched an open offer to acquire up to 42,25,442 equity shares of Hypersoft Technologies Limited at Rs. 11 per share, representing 26% of the expanded capital. This offer is made pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is directed at public shareholders and is not conditional upon any minimum level of acceptance.

Key Points

  • Acquirer: Narra Purna Babu (resident of Andhra Pradesh, India and Singapore)
  • Target Company: Hypersoft Technologies Limited (CIN: L62010TG1983PLC003912)
  • Offer Size: Up to 42,25,442 equity shares of Rs. 10 each
  • Offer Price: Rs. 11 per equity share, payable in cash
  • Percentage: 26% of expanded capital
  • Public Shareholders: 22,17,160 existing public shares as on Public Announcement date
  • Locked-in Shares: 36,05,000 shares allotted in preferential issue are locked-in for 6 months from trading approval date and cannot be tendered
  • No Minimum Acceptance: Offer is not conditional upon minimum level of acceptance per Regulation 19(1) of SEBI SAST Regulations
  • Regulatory Basis: Made pursuant to Regulation 3(1), 3(2) & 3(3) of SEBI SAST Regulations, 2011

Regulatory Changes

This offer is made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments. The preferential issue was governed by SEBI (ICDR) Regulations, specifically Regulation 167(2) regarding lock-in requirements.

Compliance Requirements

  • For Acquirer: Must comply with all requirements under SEBI SAST Regulations for conducting the open offer
  • For Public Shareholders: Should review the Letter of Offer and submit Form of Acceptance-cum-acknowledgement if they wish to tender shares
  • Statutory Approvals Obtained:
    • Shareholders approved preferential issue in EGM held on 26th April 2025
    • BSE (Designated Stock Exchange) granted in-principle approval on 08th August 2025
    • Trading approval received on 24th September 2025
  • If shares recently sold: The Letter of Offer should be handed over to the member of stock exchange through whom the sale was effected
  • Price Revision: Any upward revision in Offer Price/Size must be informed by Public Announcement in same newspapers before last one working day prior to tendering period commencement
  • Withdrawal: If offer withdrawn per Regulation 23, announcement must be made within 2 working days in same newspapers

Important Dates

  • EGM for Preferential Issue Approval: 26th April 2025
  • In-principle Approval from BSE: 08th August 2025
  • Trading Approval from BSE: 24th September 2025
  • Lock-in Period: 6 months from trading approval date (24th September 2025) for preferential allotment shares
  • Tendering Period: To be announced (not specified in this letter)

Impact Assessment

High Impact on Shareholders: This is a significant corporate action that provides an exit opportunity for public shareholders of Hypersoft Technologies Limited at Rs. 11 per share. Shareholders holding 22,17,160 public shares as on the Public Announcement date need to evaluate whether to tender their shares.

Ownership Change: The acquisition of 26% expanded capital represents a substantial ownership change that could impact company control and governance structure.

Liquidity Event: Provides liquidity to existing public shareholders who may want to exit their investment at the offer price.

No Minimum Acceptance Risk: Since the offer is not conditional on minimum acceptance, the acquirer is committed to purchasing all shares tendered up to the offer size, reducing uncertainty for participating shareholders.

Locked-in Shares: Recent preferential allottees (36,05,000 shares) cannot participate in this offer due to 6-month lock-in requirement under SEBI ICDR Regulations.

Impact Justification

Major corporate action involving takeover offer for 26% of company's expanded capital, significant for existing shareholders who need to decide on tendering shares