Description

Open offer by Lotus Excel Wealth Creators LLP and other acquirers to acquire up to 14,11,388 equity shares representing 26% of voting share capital of Shamrock Industrial Company Limited at ₹16.40 per share.

Summary

Lotus Excel Wealth Creators LLP, HODL Systems LLP, Bagepalli Vijayakumar Harish, and Rattan Kapoor (collectively “Acquirers”) have launched an open offer to acquire up to 14,11,388 fully paid equity shares of face value ₹10 each, representing 26% of the voting share capital of Shamrock Industrial Company Limited on a fully diluted basis. The offer price is ₹16.40 per equity share for cash consideration.

Key Points

  • Open offer made under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011
  • Triggered due to substantial acquisition of shares/voting rights accompanied with change in control
  • Total offer size: 14,11,388 equity shares (26% of voting share capital)
  • Offer price: ₹16.40 per equity share
  • Not conditional upon minimum level of acceptance (per Regulation 19(1))
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations, 2011
  • Marketable lot: 1 share
  • Target Company CIN: L24239MH1991PLC062298

Acquirers 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

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

Acquirer 4 - Rattan Kapoor

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

Target Company Details

Regulatory Framework

  • 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
  • Open offer not conditional on minimum acceptance level
  • No competing offer as on date of Letter of Offer
  • If competing offer emerges, all subsisting bids shall open and close on same date

Compliance Requirements

  • Public shareholders to submit Form of Acceptance if intending to participate
  • Shareholders who have sold shares should hand over Letter of Offer to purchaser
  • No statutory approvals required as on date of Letter of Offer
  • If statutory approvals become applicable before closure of tendering period, offer subject to such approvals

Important Dates

  • Offer acceptance deadline: 10th working day from closure of tendering period (for determining fully diluted basis)

Impact Assessment

Market Impact: High - This open offer represents a significant takeover attempt involving change in control of Shamrock Industrial Company Limited. The acquisition of 26% voting share capital will substantially alter the ownership structure.

Shareholder Impact: High - Public shareholders have opportunity to exit at offer price of ₹16.40 per share. The change in control may impact future company strategy and operations.

Regulatory Significance: This transaction demonstrates compliance with SEBI SAST Regulations for mandatory open offer triggered by substantial acquisition accompanied with change in control.

Impact Justification

Open offer for 26% stake acquisition with change in control of Shamrock Industrial Company Limited under SEBI SAST Regulations