Description

Open offer by Mr. Vatsal Agarwaal, Nextera Global Private Limited, and Ms. Manavika Rishiraj Agarwal to acquire up to 26% voting capital of Rishab Special Yarns Limited at ₹13.00 per share following indirect acquisition of control.

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 Offer Shares representing 26.00% of the voting capital of Rishab Special Yarns Limited from public shareholders. The offer price is ₹13.00 per share (including interest at 10.00% per annum from FY 2022-2023), payable in cash. This offer is triggered due to indirect acquisition of control over the Target Company and is made pursuant to Regulations 3(1), 4, and 5(1) of SEBI (SAST) Regulations, 2011.

Key Points

  • Open offer for acquisition of up to 9,25,782 equity shares (26% voting capital)
  • Offer price: ₹13.00 per share, payable in cash
  • Price includes interest at 10% per annum from FY 2022-2023 pursuant to open offer triggered under Underlying Transaction 2
  • Acquirers: Mr. Vatsal Agarwaal and Nextera Global Private Limited
  • Person Acting in Concert: Ms. Manavika Rishiraj Agarwal
  • Offer triggered due to indirect acquisition of control over Target Company
  • Not conditional upon minimum level of acceptance
  • No differential pricing in this offer
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations
  • Target Company: Rishab Special Yarns Limited (CIN: L17114MH1987PLC451094)
  • Registered Office: 303, Tower A, Peninsula Business Park, G.K. Marg, Lower Parel, Mumbai - 400013

Regulatory Changes

This open offer represents a substantial acquisition of shares and voting capital accompanied by a change in control and management of Rishab Special Yarns Limited. The transaction is governed by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, specifically Regulations 3(1), 4, and 5(1).

Compliance Requirements

  • Public shareholders of Rishab Special Yarns Limited can participate in the tendering process
  • Letter of Offer will be sent to all public shareholders
  • Shareholders who have recently sold shares should hand over the Letter of Offer and accompanying form of acceptance-cum-acknowledgement to the stock exchange member through whom the sale was effected
  • No statutory approvals currently required as on date of Letter of Offer, but offer subject to any future statutory/governmental approvals if they become applicable before closure of Tendering Period
  • Acquirers and PAC will make necessary applications for any such statutory approvals if required

Important Dates

Tendering Period dates not specified in the provided excerpt. Shareholders should refer to the complete Letter of Offer for specific timelines and deadlines.

Impact Assessment

Market Impact: High - This open offer represents a significant change in control and management of Rishab Special Yarns Limited, affecting 26% of the voting capital. The offer provides an exit opportunity for public shareholders at ₹13.00 per share.

Shareholder Impact: High - Public shareholders have an opportunity to tender their shares during the offer period. The offer price includes retrospective interest from FY 2022-2023, providing additional value to shareholders.

Corporate Governance Impact: High - The transaction involves change in control and management of the Target Company, which will significantly impact the company’s governance structure and strategic direction.

Operational Impact: The indirect acquisition of control suggests potential changes in management approach and business operations going forward.

Impact Justification

Major corporate action involving change of control through open offer for 26% voting capital, requiring immediate shareholder attention and action during tendering period