Description

Open offer by Mr. Vatsal Agarwaal, Nextera Global Private Limited, and Ms. Manavika Rishiraj Agarwal to acquire up to 9,25,782 shares (26% voting capital) of Rishab Special Yarns Limited at ₹13.00 per share including interest.

Summary

Mr. Vatsal Agarwaal (Acquirer 1), Nextera Global Private Limited (Acquirer 2), and Ms. Manavika Rishiraj Agarwal (Person Acting in Concert) have launched an open offer to acquire up to 9,25,782 equity shares representing 26.00% of the voting capital of Rishab Special Yarns Limited from public shareholders at ₹13.00 per share (including interest at 10% per annum from FY 2022-2023). This offer is triggered due to indirect acquisition of control over the target company under SEBI (SAST) Regulations, 2011.

Key Points

  • Offer Size: Up to 9,25,782 equity shares (26% of voting capital)
  • Offer Price: ₹13.00 per share (including 10% per annum interest from FY 2022-2023)
  • Payment Mode: Cash
  • Acquirer 1: Mr. Vatsal Agarwaal (Contact: +91-91677-58992, Email: Vatsalagarwaal@gmail.com)
  • Acquirer 2: Nextera Global Private Limited (Contact: +91-81694-48474, Email: Nexteraglobalresources@gmail.com)
  • PAC: Ms. Manavika Rishiraj Agarwal (Contact: +91-77383-88872, Email: Manavikaagarwal@gmail.com)
  • Target Company: Rishab Special Yarns Limited (CIN: L17114MH1987PLC451094)
  • Registered Office: 303, Tower A, Peninsula Business Park, G.K. Marg, Lower Parel, Mumbai - 400013
  • Not conditional upon minimum level of acceptance
  • No differential pricing in this offer
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations

Regulatory Changes

This open offer is made pursuant to Regulations 3(1), 4, and 5(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by indirect acquisition of control over the target company under Underlying Transaction 2. The offer involves substantial acquisition of equity shares and voting share capital accompanied with change in control and management of Rishab Special Yarns Limited.

Compliance Requirements

  • Public shareholders of Rishab Special Yarns Limited can tender their shares during the offer period
  • Shareholders who recently sold shares should hand over the Letter of Offer and accompanying forms to the stock exchange member through whom the sale was effected
  • No statutory approvals currently required, but if any become applicable before closure of tendering period, acquirers and PAC will make necessary applications
  • Letter of Offer will be sent to all public shareholders of the target company
  • Shareholders requiring clarification should consult stockbroker, investment consultant, Manager, or Registrar

Important Dates

  • Offer Opening Date: To be announced in the detailed Letter of Offer
  • Tendering Period: To be specified (closure subject to any required statutory approvals)
  • Interest Calculation Period: From Financial Year 2022-2023 at 10% per annum

Impact Assessment

High Impact on Rishab Special Yarns Limited Shareholders: This mandatory open offer represents a significant corporate action involving change in control and management of the company. Public shareholders have an exit opportunity at ₹13.00 per share with interest component. The acquisition of 26% voting capital by the acquirers and PAC will result in substantial ownership restructuring. Shareholders should evaluate the offer price against market price and company fundamentals before deciding to tender their shares. The unconditional nature of the offer (not dependent on minimum acceptance) provides certainty of execution. The interest component from FY 2022-2023 indicates this may be related to a prior transaction or arrangement that is now being formalized through this takeover offer.

Impact Justification

Major corporate action involving acquisition of 26% voting capital and change in control of Rishab Special Yarns Limited, triggering mandatory open offer under SEBI SAST Regulations