Description

Open offer by SBEC Systems (India) Limited and PACs to acquire up to 26% voting share capital of SBEC Sugar Limited at Rs 21.19 per equity share under SEBI SAST Regulations.

Summary

SBEC Systems (India) Limited, along with six Persons Acting in Concert (PACs), has launched an open offer to acquire up to 1,23,90,009 equity shares representing 26% of the voting share capital of SBEC Sugar Limited at an offer price of Rs 21.19 per equity share. The offer is made pursuant to Regulation 3(2) and Regulation 4 of SEBI (SAST) Regulations, 2011.

Key Points

  • Acquirer: SBEC Systems (India) Limited
  • Target Company: SBEC Sugar Limited (CIN: L15421UP1991PLC019160)
  • Offer Size: Up to 1,23,90,009 equity shares (26% of voting capital)
  • Face Value: Rs 10 per equity share
  • Offer Price: Rs 21.19 per equity share (cash payment)
  • PACs Involved: 6 entities/individuals including Moderate Leasing & Capital Services Ltd, A To Z Holdings Private Limited, Longwell Investment Private Limited, Mr. Jayesh Modi, Mrs. Kumkum Modi, and Mr. Umesh Kumar Modi
  • Offer Type: Not conditional on minimum acceptance level
  • Competing Offer: No competing offer exists as on date of Letter of Offer

Regulatory Framework

  • Offer made under Regulation 3(2), Regulation 3(3) and other applicable regulations of SEBI (SAST) Regulations, 2011
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations
  • Unconditional offer not subject to minimum acceptance under Regulation 19
  • No statutory or other approvals required to complete the acquisition as per the acquirer’s knowledge

Target Company Details

Acquirer and PAC Contact Information

  • SBEC Systems (India) Limited: 1400, Hemkunt Tower, 98 Nehru Place, New Delhi – 110019 | Email: sbecsystems@rediffmail.com
  • Moderate Leasing And Capital Services Ltd (PAC-1): 415, Modi Tower, 98 Nehru Place, New Delhi - 110019
  • A To Z Holdings Private Limited (PAC-2): 1400 Hemkunt Tower, 98 Nehru Place, New Delhi - 110019
  • Longwell Investment Private Limited (PAC-3): Modi Bhawan Modi Nagar, UP - 201204
  • Mr. Jayesh Modi (PAC-4): H.No. 36 Amrita Shergill Marg, Lodhi Road, Central Delhi - 110003
  • Mrs. Kumkum Modi (PAC-5): H.No. 36 Amrita Shergill Marg, Lodhi Road, Central Delhi - 110003
  • Mr. Umesh Kumar Modi (PAC-6): Apartment 14, 15th Floor, Yestrebetz Street, District Borovo, Bulgaria

Important Dates

  • Circular Date: October 27, 2025
  • Offer Opening Date: To be specified in detailed public announcement
  • Offer Closing Date: To be specified in detailed public announcement

Shareholder Action Required

  • Eligible shareholders of SBEC Sugar Limited should review the Letter of Offer carefully
  • Shareholders wishing to participate must tender their shares using Form of Acceptance-cum-Acknowledgement
  • Shareholders who have sold their shares should forward the Letter of Offer to the purchaser or stock exchange member through whom sale was effected
  • For clarifications, shareholders may consult their stockbroker, investment consultant, Manager to the Offer, or Registrar to the Offer

Impact Assessment

Market Impact: High - This is a significant takeover event involving acquisition of substantial stake (26%) in a listed sugar company. The offer price of Rs 21.19 per share will serve as a reference point for market valuation.

Shareholder Impact: High - Eligible shareholders have an exit opportunity at the disclosed offer price. The unconditional nature of the offer provides certainty of acceptance for tendered shares.

Corporate Control Impact: High - Successful completion of this offer will result in significant change in shareholding pattern and potentially impact control dynamics of SBEC Sugar Limited.

Regulatory Compliance: The offer is structured in full compliance with SEBI SAST Regulations and provides shareholders with rights under the takeover code.

Impact Justification

Major corporate action involving takeover of 26% stake in listed company. Material event for shareholders requiring immediate attention and action.