Description

Open offer by Dynalog (India) Limited and promoter group to acquire up to 26% of EMA India Limited's voting share capital at ₹124 per equity share.

Summary

Dynalog (India) Limited along with five individual acquirers (Mr. Shivaji Dattatraya Adhalrao, Mrs. Kalpana Shivaji Adhalrao, Mr. Akshay Shivaji Adhalrao, Mr. Apurva Shivaji Adhalrao, and Mrs. Madhuri Akshay Adhalrao) have launched an open offer to acquire up to 2,61,300 fully paid-up equity shares representing 26.00% of the voting share capital of EMA India Limited. The offer price is set at ₹124.00 per equity share, payable in cash, in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Offer to acquire up to 2,61,300 equity shares (26% of voting capital) of EMA India Limited
  • Offer price: ₹124.00 per equity share of face value ₹10 each
  • Payment method: Cash
  • Target Company: EMA India Limited (CIN: L27201UP1971PLC003408)
  • Registered office of Target: 502, Gopala Chambers, 14/123 Parade, Kanpur-208001
  • Lead Acquirer: Dynalog (India) Limited, Mumbai
  • Five individual co-acquirers from the Adhalrao family
  • This is an unconditional offer with no minimum acceptance level required
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations, 2011

Regulatory Changes

This offer is made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011. The circular emphasizes that this is not a conditional offer under Regulation 19 and does not require minimum acceptance levels. As of the date of the Letter of Offer, no statutory approvals are required to acquire the tendered equity shares, though the offer remains subject to any approvals that may become applicable before the closing of the tendering period.

Compliance Requirements

  • Eligible equity shareholders must review the Letter of Offer carefully
  • Shareholders who have recently sold shares should hand over the LoF and accompanying acceptance forms to the stock exchange member through whom the sale was executed
  • Any upward revision in offer price/offer size prior to one working day before commencement of tendering period will be announced in the same newspapers where the Detailed Public Statement (DPS) was published
  • Revised offer price, if any, would be payable to all eligible equity shareholders who validly tendered their shares during the tendering period
  • Shareholders requiring clarification should consult their stockbroker, investment consultant, Manager to the Offer, or Registrar to the Offer

Important Dates

Specific dates for the tendering period are not mentioned in the provided excerpt. The circular indicates that any revisions to offer price/size must be announced at least one working day before commencement of the tendering period. Complete date information would be available in the full Letter of Offer document.

Impact Assessment

Market Impact: This is a significant corporate action involving a takeover bid for 26% of EMA India Limited’s voting capital. The offer represents a substantial change in control structure and may trigger price movements in the stock.

Shareholder Impact: Eligible equity shareholders have an opportunity to exit their investment at ₹124 per share. The unconditional nature of the offer (no minimum acceptance) provides certainty to participating shareholders.

Operational Impact: The acquisition by Dynalog (India) Limited and the Adhalrao family group suggests a strategic consolidation of control in EMA India Limited, which is engaged in the induction business. This could lead to operational changes and strategic realignment post-acquisition.

Regulatory Compliance: The offer demonstrates compliance with SEBI (SAST) Regulations, 2011, ensuring transparent and fair treatment of minority shareholders in change of control situations.

Impact Justification

Major corporate action involving takeover bid for 26% stake in listed company under SEBI SAST Regulations, directly impacts shareholders' investment decisions