Description

JSW Paints Limited along with PACs launches open offer to acquire up to 26% voting share capital of Akzo Nobel India Limited at INR 3,231.77 per equity share in compliance with SEBI (SAST) Regulations.

Summary

JSW Paints Limited (Acquirer), together with JTPM Metal Traders Limited (PAC 1) and JSW EduInfra Private Limited (PAC 2), has launched an Open Offer to acquire up to 1,18,40,482 fully paid-up equity shares representing up to 26.00% of the voting share capital of Akzo Nobel India Limited. The offer price is INR 3,231.77 per equity share, payable in cash. This offer is made in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer: JSW Paints Limited (CIN: U24200MH2016PLC273511)
  • Persons Acting in Concert (PACs): JTPM Metal Traders Limited and JSW EduInfra Private Limited
  • Target Company: Akzo Nobel India Limited (CIN: L24292WB1954PLC021516)
  • Offer Size: Up to 1,18,40,482 equity shares (26% of voting share capital)
  • Offer Price: INR 3,231.77 per equity share (cash payment)
  • Face Value: INR 10 per equity share
  • Proportionate Reduction: Offer size subject to proportionate reduction to ensure resulting shareholding does not exceed 75% of voting share capital
  • Illustration: If fully subscribed, maximum offer size would reduce to 92,73,902 equity shares (~20.36% of voting share capital)
  • Not Conditional: Open Offer is not conditional upon minimum acceptance level
  • Not a Competing Offer: This is not a competing offer under Regulation 20 of SEBI (SAST) Regulations

Regulatory Changes

No regulatory changes announced. This is a disclosure of a corporate action (open offer/takeover) conducted in compliance with existing SEBI (SAST) Regulations, 2011, as amended, specifically Regulations 3(1) and 4.

Compliance Requirements

  • Public Shareholders: Must review the Letter of Offer and accompanying Form of Acceptance to decide whether to participate in the open offer
  • Recent Sellers: If equity shares were recently sold, shareholders should hand over the Letter of Offer and Form of Acceptance to the member of stock exchange through whom the sale was effected
  • Consultation: Public shareholders may consult stockbrokers, investment consultants, Manager to the Offer, or Registrar to the Offer for clarifications
  • Acquirer and PACs: Must comply with all applicable provisions of SEBI (SAST) Regulations including proportionate reduction mechanism if tendering exceeds threshold limits

Important Dates

No specific dates mentioned in the provided excerpt. The document indicates this is the opening announcement of the offer. Detailed timelines including offer opening date, closing date, and settlement dates would be specified in the complete Letter of Offer document.

Impact Assessment

Market Impact: High - This is a significant takeover transaction involving a prominent listed company (Akzo Nobel India Limited) by JSW Paints Limited. The open offer represents substantial change in control and ownership structure.

Shareholder Impact: High - Public shareholders have opportunity to exit at the offer price of INR 3,231.77 per share. The proportionate reduction mechanism protects against excessive concentration of shareholding beyond 75%.

Operational Impact: The underlying transaction involves acquisition from sellers and subsequent open offer, indicating potential strategic consolidation in the paints and coatings industry.

Regulatory Significance: This transaction demonstrates compliance with SEBI’s takeover code, ensuring fair treatment of minority shareholders through mandatory open offer at disclosed pricing.

Liquidity Impact: Provides exit opportunity for up to 26% of voting share capital, though actual acceptance may vary based on shareholder decisions and proportionate reduction adjustments.

Impact Justification

Major corporate action involving takeover of Akzo Nobel India Limited by JSW Paints Limited affecting up to 26% of voting share capital. Significant for public shareholders with defined offer price and regulatory compliance requirements.