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 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

  • Acquirer-1: Prabhatam Investments Private Limited, registered office at 38 F/F Rani Jhansi Road, Motia Khan, Paharganj, New Delhi - 110055
  • Acquirer-2: Mr. Mayank Gupta (son of Mr. Dinesh Gupta), 34 years old, residing at Vasant Kunj, Delhi - 110070
  • Offer Size: Up to 49,47,410 equity shares (26% of existing equity capital)
  • Offer Price: Re. 1 per equity share of Re. 1 face value
  • Target Company: B J Duplex Boards Limited (BJDBL/BJDUP), registered office at H. No. 54, G/F, New Rajdhani Enclave, Shahdara, East Delhi - 110092
  • Offer Type: Not conditional upon minimum acceptance levels
  • No Competing Offer: As on date of Letter of Offer
  • No Statutory Approvals Required: In relation to this offer
  • Withdrawal Restriction: Shareholders cannot withdraw acceptance during tendering period once shares are tendered

Regulatory Changes

This open offer is mandated under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, specifically Regulations 3(1) and 4, which require an open offer when there is substantial acquisition of shares/voting rights accompanied by change in control of the target company.

Compliance Requirements

  • For Acquirers: Must complete the open offer process as per SEBI SAST Regulations, including proper tendering period, payment obligations, and price revision notifications if applicable
  • For Shareholders: Those accepting the offer must submit Form of Acceptance-cum-acknowledgement and Transfer Deed as per procedure outlined in Para 8 of the Letter of Offer
  • Price Revision Notification: If offer price is revised upward before the last working day prior to tendering period commencement (Friday, October 31, 2025), announcement must be made in same newspapers where Detailed Public Statement was published
  • Recent Sellers: Shareholders who recently sold shares must hand over Letter of Offer and accompanying forms to the stock exchange member through whom sale was effected

Important Dates

  • Last Date for Price Revision: Friday, October 31, 2025 (last working day before commencement of tendering period)
  • Tendering Period: To be specified in detailed offer documents (not provided in excerpt)

Impact Assessment

Corporate Impact: This is a significant corporate action involving change in control of B J Duplex Boards Limited, with the acquirers seeking to purchase a substantial 26% stake. The low offer price of Re. 1 per share (equal to face value) may indicate either financial distress of the target company or a strategic acquisition at nominal value.

Shareholder Impact: Existing shareholders must evaluate whether to tender their shares at the offered price. The offer provides an exit opportunity at Re. 1 per share. Shareholders who do not participate will continue holding shares in a company with changed control structure.

Market Impact: The acquisition will result in change of control and management of the target company. The 26% acquisition through open offer route indicates this is part of a larger transaction where the acquirers may have already acquired or will acquire additional stake through other means to achieve majority control.

Regulatory Compliance: The offer follows mandatory SEBI SAST regulations, ensuring protection of minority shareholders through the open offer mechanism when control changes hands.

Impact Justification

Major corporate action involving change in control through open offer for 26% stake acquisition in B J Duplex Boards Limited, requiring shareholder action and mandated under SEBI SAST Regulations.