Description

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

Summary

Letter of Offer for open offer by Mr. Vatsal Agarwaal (Acquirer 1), Nextera Global Private Limited (Acquirer 2), and Ms. Manavika Rishiraj Agarwal (PAC) 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 an offer price of ₹13.00 per share (including interest at 10% per annum from FY 2022-23). The offer is triggered due to indirect acquisition of control over the target company pursuant to SEBI (SAST) Regulations, 2011.

Key Points

  • Offer size: Up to 9,25,782 equity shares representing 26.00% of voting capital
  • Offer price: ₹13.00 per share (includes 10% interest from FY 2022-23)
  • Payment mode: Cash
  • Offer triggered due to indirect acquisition of control under Underlying Transaction 2
  • Not conditional upon minimum level of acceptance
  • No differential pricing
  • Not a competing offer
  • Acquirers: Mr. Vatsal Agarwaal, Nextera Global Private Limited, and Ms. Manavika Rishiraj Agarwal (PAC)

Regulatory Changes

Offer made in compliance with Regulations 3(1), 4, and 5(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including subsequent amendments. The acquisition involves change in control and management of the target company.

Compliance Requirements

  • Public shareholders must review the Letter of Offer and accompanying form of acceptance-cum-acknowledgement
  • Shareholders who have recently sold shares should hand over documents to the stock exchange member through whom sale was effected
  • If statutory or governmental approvals are required or become applicable before closure of tendering period, Acquirers and PAC shall make necessary applications
  • Offer subject to any statutory approvals that may be required

Important Dates

Tendering period dates to be confirmed in detailed offer document. Interest calculation applicable from Financial Year 2022-2023.

Impact Assessment

High impact corporate action involving change in control and management of Rishab Special Yarns Limited (CIN: L17114MH1987PLC451094). The acquisition will result in significant shareholding restructuring with acquirers seeking to purchase 26% of voting capital from public shareholders. Public shareholders have opportunity to exit at offer price of ₹13.00 per share. The offer represents a substantial acquisition triggering mandatory open offer provisions under SEBI takeover regulations.

Impact Justification

Significant corporate action involving change in control and management of listed company through open offer for 26% stake acquisition