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 initiated 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. The offer is made pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following a preferential issue approved by shareholders. The offer is unconditional and not subject to minimum acceptance levels.

Key Points

  • Acquirer: Narra Purna Babu (residing in Andhra Pradesh, India and Singapore)
  • Target Company: Hypersoft Technologies Limited (CIN: L62010TG1983PLC003912)
  • Offer Size: Up to 42,25,442 equity shares of Rs. 10 face value each
  • Offer Price: Rs. 11 per equity share, payable in cash
  • Percentage of Expanded Capital: 26%
  • Existing Public Shareholders: 22,17,160 shares as on Public Announcement date
  • Locked-in Shares: 36,05,000 shares allotted in preferential issue (locked for 6 months from trading approval)
  • Offer Type: Unconditional, not subject to minimum acceptance levels per Regulation 19(1)
  • Regulatory Framework: SEBI SAST Regulations 3(1), 3(2) & 3(3)

Regulatory Changes

No regulatory changes introduced. This circular announces an open offer in compliance with existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Compliance Requirements

  • For Public Shareholders: Shareholders who wish to participate must review the Letter of Offer and submit Form of Acceptance-cum-acknowledgement during the tendering period
  • Recent Sellers: Shareholders who recently sold shares must hand over the Letter of Offer to the member of the stock exchange through whom the sale was effected
  • Statutory Approvals Obtained: BSE (Designated Stock Exchange) approval and shareholder approval for preferential issue already received
  • Preferential Issue Approval: Shareholders approved in EGM held on 26th April, 2025
  • Exchange Approvals: In-principle approval received on 08th August, 2025; trading approval on 24th September, 2025
  • Locked-in Shares: 36,05,000 preferential allotment shares cannot be tendered as per Regulation 167(2) of SEBI ICDR Regulations

Important Dates

  • EGM for Preferential Issue: 26th April, 2025 (shareholders approved preferential issue)
  • In-principle Approval: 08th August, 2025 (BSE approval)
  • Trading Approval: 24th September, 2025 (BSE approval)
  • Lock-in Period: 6 months from trading approval date (24th September, 2025) for preferential allotment shares
  • Public Announcement Date: Date as of which 22,17,160 existing public shares identified
  • Tendering Period: To be announced (last revision to offer price/size must be made one working day before commencement)

Impact Assessment

Market Impact: This open offer represents a significant corporate action for Hypersoft Technologies Limited, potentially resulting in change of control or increased promoter holding. The offer price of Rs. 11 per share will serve as a reference price for shareholders considering participation.

Shareholder Impact: Public shareholders holding 22,17,160 shares have the opportunity to exit at the offer price. However, 36,05,000 preferential allotment shares remain locked-in and cannot participate, limiting immediate liquidity for those allottees.

Operational Impact: The acquirer will strengthen position in the company with potential acquisition of up to 26% of expanded capital. The unconditional nature of the offer (no minimum acceptance requirement) provides certainty to participating shareholders regarding completion.

Regulatory Compliance: The offer follows proper SEBI SAST Regulations compliance with all necessary approvals obtained from BSE and shareholders. The transaction structure with preferential issue followed by open offer is a standard mechanism for stake acquisition in listed companies.

Impact Justification

Open offer for 26% stake in Hypersoft Technologies Limited. Significant corporate action affecting public shareholders but limited to specific company.