Description

Open offer by Prabhatam Investments Private Limited and Mr. Mayank Gupta to acquire up to 26% equity shares of 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 initiated an open offer to acquire up to 49,47,410 equity shares representing 26.00% 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 following substantial acquisition of shares/voting rights accompanied with change in control.

Key Points

  • Offer Size: Up to 49,47,410 equity shares (26% of existing equity capital)
  • Offer Price: Re. 1/- (Rupee One Only) per equity share of face value Re. 1/- each
  • Acquirer-1: Prabhatam Investments Private Limited (Registered office: 38 F/F Rani Jhansi Road Motia Khan, Paharganj, New Delhi - 110055)
  • Acquirer-2: Mr. Mayank Gupta (S/o Mr. Dinesh Gupta, residing at Vasant Kunj, Delhi - 110070)
  • Target Company: B J Duplex Boards Limited (Registered office: H. No. 54, G/F, New Rajdhani Enclave, Shahdara, East Delhi - 110092)
  • Offer Type: Not conditional upon minimum level of acceptance
  • Competing Offer: No competing offer exists as on date of Letter of Offer
  • Statutory Approvals: No statutory approvals required as on date
  • Withdrawal Rights: Shareholders cannot withdraw acceptance during tendering period once shares are tendered

Regulatory Changes

This offer is made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments. The offer follows Regulation 3(1) and Regulation 4 for substantial acquisition accompanied with change in control. The offer also references Regulation 167(2) of SEBI ICDR Regulations, 2018 regarding specified securities allotted on preferential basis.

Compliance Requirements

  • For Shareholders: Must use the Form of Acceptance-cum-acknowledgement and Transfer Deed accompanying the Letter of Offer
  • Acceptance Procedure: Set out in Para 8 of the Letter of Offer
  • Recent Sellers: Those who recently sold shares must hand over the Letter of Offer and forms to the Stock Exchange member through whom sale was effected
  • Price Revision: Any upward revision in Offer Price must be announced prior to one working day before commencement of tendering period (Friday, 31st October, 2025)
  • Revised Price Payment: Acquirers shall pay revised price (if any) for all shares validly tendered and accepted during the offer period

Important Dates

  • Last Date for Price Revision Announcement: Friday, 31st October, 2025 (one working day before commencement of tendering period)
  • Tendering Period: To be announced (shareholders will be informed through newspaper announcements)
  • Letter of Offer Date: 31st October, 2025

Impact Assessment

Market Impact: This open offer represents a significant change in control transaction for B J Duplex Boards Limited, with the acquirers seeking to acquire 26% of the company’s equity capital. The offer price of Re. 1/- per share (equal to face value) will be critical for shareholders to evaluate.

Shareholder Impact: Existing shareholders have the opportunity to exit at the offer price. The irrevocable nature of acceptance (no withdrawal allowed during tendering period) requires careful consideration before tendering shares. Shareholders should consult their advisors to make informed decisions.

Regulatory Impact: This transaction demonstrates compliance with SEBI takeover regulations requiring mandatory open offer upon substantial acquisition with change in control. The process ensures fair treatment of minority shareholders through the public offer mechanism.

Operational Impact: The change in control may lead to strategic changes in the company’s operations, management, and business direction, though specific plans have not been disclosed in this Letter of Offer.

Impact Justification

Mandatory open offer for substantial acquisition with change in control affecting 26% of company's equity capital