Description

Open offer by four acquirers to purchase up to 44,03,007 equity shares (25.12% of expanded voting capital) of Omansh Enterprises Limited at Rs. 2/- per share pursuant to SEBI SAST Regulations.

Summary

Four acquirers - Avnish Jindal, Piyush Gupta, Nilesh Jindal, and Purshottam Kumar Gupta - have launched an open offer to purchase up to 44,03,007 fully paid-up equity shares of Omansh Enterprises Limited, representing 25.12% of the expanded voting equity share capital on a fully diluted basis. The offer price is Rs. 2/- per equity share of face value Rs. 2/- each, payable in cash. This offer is being made pursuant to Regulations 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for control over the target company.

Key Points

  • Acquirers: Avnish Jindal (PAN: AGUPJ5278K), Piyush Gupta (PAN: ALSPG4157B), Nilesh Jindal (PAN: ALMPJ6347C), and Purshottam Kumar Gupta (PAN: AAPPG7662M)
  • Offer Size: Up to 44,03,007 equity shares representing 25.12% of expanded voting share capital
  • Offer Price: Rs. 2/- per equity share (face value Rs. 2/-)
  • Payment Mode: Cash
  • Target Company: Omansh Enterprises Limited (CIN: L01100DL1974PLC241646)
  • Registered Office: 490, WeWork, Eldeco Centre, Block A, Shivalik Colony, Malviya Nagar, New Delhi - 110017
  • Offer Type: Made pursuant to Regulations 3(1) & 4 of SEBI SAST Regulations for control acquisition
  • Not Conditional: Offer is not conditional upon any minimum level of acceptance
  • Not a Competing Offer: This is not a competing offer under Regulation 20

Regulatory Changes

This is a mandatory open offer triggered under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. While Regulation 7 of SEBI SAST Regulations typically requires the offer size to be at least 26% of the expanded voting share capital, this offer is restricted to 25.12% (44,03,007 equity shares) as it represents the equity shares held by public shareholders excluding selling public shareholders.

Compliance Requirements

  • Public Shareholders: Eligible shareholders should review the Letter of Offer and accompanying Form of Acceptance cum Acknowledgment
  • Recent Sellers: Shareholders who have recently sold their equity shares must hand over the Letter of Offer to the stock exchange member through whom the sale was effected
  • Statutory Approvals: As per Para 7.17 of the Letter of Offer, statutory and other approvals as required are being obtained
  • Conditional Approvals: If any additional statutory approvals become required before closure of the tendering period, the open offer will be subject to receipt of such approvals
  • Price Revision: Any upward revision in the offer price will be managed as per regulatory requirements

Important Dates

  • Offer Calculation Date: 10th working day from the closure of the tendering period (for determining expanded voting equity share capital percentage)
  • Tendering Period: Specific dates to be communicated in the detailed public announcement

Impact Assessment

Market Impact: This takeover offer represents a significant change of control event for Omansh Enterprises Limited. The acquisition of 25.12% of expanded voting capital by the four acquirers will result in a substantial shift in the company’s ownership structure.

Shareholder Impact: Public shareholders (excluding selling shareholders) have the opportunity to exit their investment at the offer price of Rs. 2/- per share, which equals the face value. Shareholders should evaluate this price against current market price and intrinsic valuation.

Corporate Governance Impact: The takeover will result in control acquisition by the acquirer group, potentially leading to changes in management, board composition, and strategic direction of the company.

Operational Impact: Post-acquisition, the company may undergo strategic restructuring or operational changes as per the acquirers’ vision and business plans.

Regulatory Compliance: The offer is being conducted in full compliance with SEBI SAST Regulations, ensuring transparency and fairness to all public shareholders. The detailed Letter of Offer provides comprehensive information for informed decision-making by shareholders.

Impact Justification

Significant corporate action involving takeover and change of control of a listed company, affecting 25.12% of expanded voting capital with mandatory disclosure under SEBI SAST Regulations.