Description

Open offer by Erramilli Venkatachalam Prasad and Rodrigues Bhagvandas Lily to acquire up to 9,60,000 equity shares (1.85% of voting share capital) of Cupid Breweries and Distilleries Limited at ₹71.80 per share including 10% interest for delay.

Summary

Erramilli Venkatachalam Prasad and Rodrigues Bhagvandas Lily (Acquirers), along with Erramilli Rishab (Person Acting in Concert), have initiated an open offer to acquire up to 9,60,000 fully paid equity shares of Cupid Breweries and Distilleries Limited (formerly Cupid Trades and Finance Limited). The offer represents 100% of pre-preferential public shareholding or 1.85% of existing voting share capital on a fully diluted basis. The offer price is ₹71.80 per equity share (face value ₹10), which includes ₹11.80 as interest at 10% per annum for 717 days delay in making the open offer.

Key Points

  • Acquirers: Erramilli Venkatachalam Prasad and Rodrigues Bhagvandas Lily
  • Person Acting in Concert (PAC): Erramilli Rishab
  • Target Company: Cupid Breweries and Distilleries Limited (CIN: L11010MH1985PLC036665)
  • Offer Size: Up to 9,60,000 equity shares (1.85% of existing voting share capital)
  • Offer Price: ₹71.80 per equity share (includes ₹11.80 interest for delay)
  • Interest Component: 10% per annum for 717 days (December 08, 2023 to November 24, 2025)
  • Face Value: ₹10 per equity share
  • Public Shareholding: 1.85% (excluding public preferential allottees deemed as PAC)

Regulatory Changes

This open offer is being made in accordance with:

  • Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011
  • Regulation 15(1) of SEBI (SAST) Regulations, 2011
  • Regulation 13(2)(g) of SEBI (SAST) Regulations, 2011

Note: While standard open offer size under Regulation 7(1) requires at least 26% of total share capital, this offer is for 1.85% as the actual public shareholding (excluding deemed PACs from preferential allotment) is limited to this percentage.

Compliance Requirements

  • Eligible Shareholders: Public shareholders holding equity shares in Cupid Breweries and Distilleries Limited as of the 10th working day from closure of tendering period
  • Ineligible Participants: Public preferential allottees who are considered as Deemed PAC to Acquirers
  • Action Required: Eligible shareholders should review the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement
  • Recent Sellers: Those who recently sold equity shares should hand over the Letter of Offer to the purchaser or stock exchange member
  • Consultation: Shareholders requiring clarification may consult stockbroker, investment consultant, Manager to the Offer, or Registrar to the Offer

Important Dates

  • Interest Calculation Period: December 08, 2023 to November 24, 2025 (717 days)
  • Expected Payment Date: November 24, 2025 (for successful public shareholders who tender shares)
  • Reference Date for Shareholding: 10th working day from closure of tendering period

Impact Assessment

Market Impact: High - This is a mandatory open offer under SEBI takeover regulations involving change of control in Cupid Breweries and Distilleries Limited. The inclusion of 10% interest for 717 days delay indicates regulatory compliance with delayed offer obligations.

Shareholder Impact: High - Public shareholders holding 1.85% of voting capital have opportunity to exit at ₹71.80 per share. The offer price includes compensation for delay, providing enhanced value to shareholders.

Corporate Governance: The open offer follows preferential allotment that triggered takeover obligations. Public preferential allottees are treated as deemed PACs and excluded from tendering, which is standard practice under SEBI regulations.

Operational Impact: Medium - Post-acquisition, the promoter group’s stake will increase, potentially leading to delisting considerations if public shareholding falls below minimum thresholds.

Impact Justification

Major corporate action involving takeover offer affecting public shareholders with mandatory open offer under SEBI SAST Regulations