Description

Open offer by Prabhatam Investments Private Limited and Mr. Mayank Gupta to acquire up to 26% equity stake in B J Duplex Boards Limited at Re. 1/- per share pursuant to SEBI SAST Regulations 2011.

Summary

Prabhatam Investments Private Limited and Mr. Mayank Gupta (collectively “Acquirers”) have launched an open offer to acquire up to 49,47,410 equity shares representing 26% of the existing equity and voting share capital of B J Duplex Boards Limited (BJDBL/BJDUP) at a price of Re. 1/- per share. This offer is made pursuant to Regulations 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by substantial acquisition of shares/voting rights accompanied with change in control.

Key Points

  • Acquirers: Prabhatam Investments Private Limited and Mr. Mayank Gupta
  • Target Company: B J Duplex Boards Limited (BJDBL/BJDUP)
  • Offer Size: Up to 49,47,410 equity shares representing 26% of existing equity and voting share capital
  • Offer Price: Re. 1/- (Rupee One Only) per equity share of Re. 1/- each
  • Regulatory Basis: SEBI SAST Regulations 2011, Regulations 3(1) and 4
  • Offer Type: Not conditional upon minimum acceptance level
  • Competing Offer: No competing offer as on date of Letter of Offer
  • Withdrawal: Shareholders who tender shares cannot withdraw acceptance during tendering period
  • No Statutory Approvals Required: As on date of Letter of Offer

Regulatory Changes

This open offer is triggered under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to substantial acquisition of shares/voting rights accompanied with change in control in B J Duplex Boards Limited. The offer complies with Regulations 3(1) and 4 of SEBI SAST Regulations 2011 and applicable amendments.

Compliance Requirements

  • For Shareholders: Those wishing to participate must follow the acceptance procedure set out in Para 8 of the Letter of Offer using the enclosed Form of Acceptance
  • For Recent Sellers: If shares were recently sold, Letter of Offer and Form of Acceptance-cum-acknowledgement and Transfer Deed should be handed over to the Stock Exchange member through whom sale was effected
  • Irrevocable Acceptance: Once shares are tendered in acceptance with requisite documents, shareholders cannot withdraw during tendering period
  • Price Revision: If Acquirers revise offer price upward before last working day prior to tendering period (Friday, 31st October 2025), announcement will be published in same newspapers as Detailed Public Statement
  • SEBI ICDR Compliance: Regulation 167(2) of SEBI ICDR Regulations 2018 applies to specified securities allotted on preferential basis

Important Dates

  • Last Date for Price Revision: Friday, 31st October 2025 (one working day before commencement of tendering period)
  • Competitive Offer Alignment: If competing offer emerges, all subsisting bids shall open and close on same date

Impact Assessment

Market Impact: High - This represents a significant change in control transaction for B J Duplex Boards Limited, with Acquirers seeking to acquire 26% stake triggering mandatory open offer obligations.

Shareholder Impact: High - Existing shareholders have opportunity to exit at Re. 1/- per share. The offer is not conditional on minimum acceptance, providing certainty to tendering shareholders.

Corporate Control: This acquisition involves change in control of the Target Company, representing a major corporate restructuring event.

Investor Considerations:

  • Fixed offer price of Re. 1/- per share
  • No minimum acceptance condition reduces execution risk
  • Irrevocable nature of acceptance once tendered
  • Potential for price revision until one day before tendering period
  • No competing offers currently in place
  • Shareholders should evaluate offer price against market price and company fundamentals before tendering

Impact Justification

Major corporate action involving change in control through acquisition of 26% stake in publicly listed company, triggering mandatory open offer under SEBI SAST Regulations