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 (Acquirer) has initiated an open offer to acquire up to 42,25,442 equity shares of Hypersoft Technologies Limited at an offer price of 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, specifically under regulations 3(1), 3(2) & 3(3). The offer is directed at public shareholders, with the Target Company registered in Hyderabad, Telangana (CIN: L62010TG1983PLC003912).
Key Points
- Acquirer: Narra Purna Babu, residing at Kongapadu Village, Prakasam, Andhra Pradesh and Singapore
- Target shares: Up to 42,25,442 equity shares of Rs. 10 face value each
- Offer price: Rs. 11 per equity share (payable in cash)
- Percentage acquisition: 26% of expanded capital
- Existing public shareholders: 22,17,160 shares as on Public Announcement date
- Locked-in shares: 36,05,000 shares allotted via preferential issue (locked for 6 months from trading approval, cannot be tendered)
- Offer is NOT conditional upon minimum level of acceptance per Regulation 19(1) of SEBI SAST Regulations
- Target Company: Hypersoft Technologies Limited, Registered Office at Madhapur, Hyderabad
Regulatory Changes
No new regulatory changes introduced. This circular represents compliance with existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments, specifically regulations 3(1), 3(2), 3(3), 19(1), and 23.
Compliance Requirements
- Public shareholders must review the Letter of Offer and accompanying Form of Acceptance-cum-acknowledgement
- Shareholders who recently sold shares should hand over documents to the stock exchange member through whom sale was effected
- BSE (Designated Stock Exchange) approval obtained
- Shareholders approved preferential issue at Extraordinary General Meeting held on April 26, 2025
- In-principle approval received on August 8, 2025
- Trading approval received on September 24, 2025 from BSE Limited
- Upward revisions in Offer Price/Size must be announced before last working day prior to tendering period commencement
- Offer withdrawal per regulation 23 must be communicated within 2 working days via announcement in same newspapers
- Shares allotted under preferential issue are subject to 6-month lock-in per Regulation 167(2) of SEBI (ICDR) Regulations and cannot be tendered
Important Dates
- Preferential issue approval: April 26, 2025 (EGM)
- In-principle approval from BSE: August 8, 2025
- Trading approval from BSE: September 24, 2025
- Public Announcement date: Referenced for existing public shareholding count
- Lock-in period: 6 months from trading approval date (September 24, 2025) for preferential allotment shares
Impact Assessment
Market Impact: High - This is a significant corporate action involving change of control or substantial acquisition affecting 26% of the company’s expanded capital. Public shareholders face a critical decision regarding tendering their shares.
Shareholder Impact: High - Existing public shareholders holding 22,17,160 shares have opportunity to exit at Rs. 11 per share. Those holding preferential allotment shares (36,05,000) are restricted from participating due to lock-in requirements.
Corporate Governance Impact: This open offer follows SEBI SAST regulations triggered by preferential allotment that likely increased promoter/acquirer holding beyond prescribed thresholds, requiring mandatory open offer to public shareholders.
Operational Impact: Medium - No conditional approvals required except those already obtained. The offer is unconditional regarding minimum acceptance levels, providing certainty to all parties regarding offer completion.
Impact Justification
Major corporate action involving takeover bid for 26% stake in listed company, requiring immediate shareholder action and compliance with SEBI SAST Regulations