Description

Open offer by Lotus Excel Wealth Creators LLP, HODL Systems LLP, Bagepalli Vijayakumar Harish, and Rattan Kapoor to acquire up to 26% voting share capital of Shamrock Industrial Company Limited at ₹16.40 per equity share.

Summary

Letter of Offer issued for an Open Offer by four acquirers - Lotus Excel Wealth Creators LLP, HODL Systems LLP, Bagepalli Vijayakumar Harish, and Rattan Kapoor - to acquire up to 14,11,388 fully paid equity shares representing 26% of the voting share capital of Shamrock Industrial Company Limited on a fully diluted basis. The offer is made pursuant to SEBI (SAST) Regulations, 2011 for substantial acquisition of shares/voting rights accompanied with change in control.

Key Points

  • Open Offer to acquire up to 14,11,388 equity shares (26% of voting share capital)
  • Offer Price: ₹16.40 per equity share of face value ₹10 each
  • Made under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011
  • Not conditional upon minimum level of acceptance as per Regulation 19(1)
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations, 2011
  • No statutory approvals required as on the date of Letter of Offer
  • Marketable lot: 1 equity share
  • Target Company CIN: L24239MH1991PLC062298
  • Registered Office: 83-E, Hansraj Pragji Building, Off. Dr.E.Moses Road, Worli, Mumbai - 400018

Acquirer Details

Acquirer 1 - Lotus Excel Wealth Creators LLP

  • LLP Identification: AAA-3214
  • Registered Office: 13/832, Bunglow Damodar, Miramar, North Goa, Panaji - 403001, Goa
  • Contact: +91-9822581313, rahulmrajani@gmail.com

Acquirer 2 - HODL Systems LLP

  • LLP Identification: AAA-8441
  • Registered Office: F-5, Maharani Bagh, Near Mata Mandir, East of Kailash, South Delhi, New Delhi - 110065
  • Contact: +91-9953128750, aryan19chand@gmail.com

Acquirer 3 - Bagepalli Vijayakumar Harish

  • Residential Address: Kausthuba, 7th Cross, 4th Main Road, Near Venkateshwara Temple, Jayanagar West, Tumkur, Karnataka - 572102
  • Contact: +91-9342102533, bvharish@gmail.com

Acquirer 4 - Rattan Kapoor

  • Residential Address: F-5, Maharani Bagh, near Mata Mandir, East of Kailash, South Delhi, Delhi - 110065
  • Contact: +91-9810070780, ratankapoor1@gmail.com

Regulatory Framework

  • Open Offer made pursuant to SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011
  • Triggered under Regulation 3(1) and Regulation 4 for substantial acquisition with change in control
  • Unconditional offer as per Regulation 19(1) - not dependent on minimum acceptance level
  • If statutory approvals become applicable before closure of Tendering Period, offer will be subject to receipt of such approvals

Compliance Requirements

  • Public shareholders who wish to participate must submit Form of Acceptance during the Tendering Period
  • Shareholders who have sold their equity shares should hand over the Letter of Offer and Form of Acceptance to the purchaser or stock exchange member
  • Offer Shares calculation based on 10th working day from closure of Tendering Period
  • If competing offer emerges, public offers under all subsisting bids shall open and close on the same date

Important Dates

  • Offer Shares determination: 10th working day from closure of Tendering Period
  • Specific tendering period dates to be announced (not provided in excerpt)

Impact Assessment

High Impact on Shareholders:

  • Change in control transaction affecting governance and strategic direction of Shamrock Industrial Company Limited
  • Public shareholders have opportunity to exit at offer price of ₹16.40 per share
  • Substantial acquisition of 26% voting rights by consortium of four acquirers
  • Shareholders need to evaluate offer price against market price and future prospects
  • Unconditional nature of offer provides certainty of transaction completion regardless of acceptance level

Market Implications:

  • Significant corporate action requiring immediate shareholder attention and decision
  • May impact trading liquidity and price discovery during offer period
  • Change in control may lead to changes in management and business strategy post-acquisition

Impact Justification

Major corporate action involving takeover and change of control affecting 26% of voting share capital, requiring immediate shareholder attention and action during tendering period