Description

Open offer by Onix Renewable Limited and PACs to acquire 16,27,698 equity shares (6.44% of emerging voting share capital) of Onix Solar Energy Limited at ₹264 per share pursuant to SEBI SAST Regulations.

Summary

Onix Renewable Limited (Acquirer) along with three Persons Acting in Concert (PACs) - Divyesh Mansukhbhai Savaliya, Piyush Mansukhbhai Savaliya, and Khilan Hareshbhai Savaliya - has initiated an open offer to acquire equity shares of Onix Solar Energy Limited (formerly ABC Gas International Limited). The offer is for 16,27,698 fully paid-up equity shares representing 6.44% of the emerging voting share capital at an offer price of ₹264 per share, payable in cash. This open offer is made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 due to substantial acquisition of shares/voting rights accompanied with change in control of the Target Company.

Key Points

  • Acquirer: Onix Renewable Limited with registered office at P-212 B, Gate No: 2, Lodhika GIDC, Rajkot, Metoda, Gujarat, 360021
  • Target Company: Onix Solar Energy Limited (CIN: L35105MH1980PLC022118), formerly ABC Gas (International) Limited
  • Offer Size: 16,27,698 equity shares (6.44% of emerging voting share capital)
  • Offer Price: ₹264 per fully paid-up equity share of face value ₹10
  • Payment Mode: Cash
  • Persons Acting in Concert: Divyesh Mansukhbhai Savaliya, Piyush Mansukhbhai Savaliya, and Khilan Hareshbhai Savaliya
  • Regulatory Basis: SEBI (SAST) Regulations 3(1) and 4 for substantial acquisition with change in control
  • Restricted Offer: As per Regulation 7, offer should be for 26% of emerging voting capital, but restricted to public shareholding of 6.44%

Regulatory Changes

This transaction is governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended. The open offer is mandatory under Regulations 3(1) and 4 due to substantial acquisition of shares/voting rights accompanied with change in control of the Target Company.

Compliance Requirements

  • For Public Shareholders: Eligible public shareholders holding 16,27,698 equity shares can participate in the offer by tendering their shares through the Form of Acceptance cum Acknowledgement and Transfer Deed
  • For Acquirer: Must comply with all requirements under SEBI (SAST) Regulations including disclosure norms and payment obligations
  • Statutory Approvals: The offer would be subject to all statutory approvals as may be required and/or may subsequently become necessary (as per Regulation 23 of SEBI SAST Regulations)
  • Recent Sellers: Shareholders who have recently sold their shares should hand over the Letter of Offer and accompanying forms to the stock exchange member through whom the sale was effected

Important Dates

  • Circular Date: October 16, 2025
  • Specific offer opening and closing dates to be announced through detailed public announcement and Letter of Offer

Impact Assessment

Market Impact: This is a significant corporate action involving change in control of Onix Solar Energy Limited. The open offer at ₹264 per share provides an exit opportunity to public shareholders at a pre-determined price.

Shareholder Impact: Public shareholders holding 6.44% of the emerging voting share capital have the option to tender their shares. The offer is restricted to the public shareholding available, indicating the acquirer group will hold substantial majority post-acquisition.

Corporate Governance: The transaction represents a change in control event, which typically has implications for the company’s management, strategic direction, and future business plans.

Operational Impact: The substantial acquisition by Onix Renewable Limited suggests potential synergies or strategic alignment between the acquirer and target company in the renewable energy sector, given the name change from ABC Gas to Onix Solar Energy Limited.

Impact Justification

Major corporate action involving change in control and substantial acquisition triggering mandatory open offer under SEBI SAST Regulations. High impact on existing public shareholders who need to decide on tendering shares.