Description

Walking Tree Technologies Private Limited announces open offer to acquire up to 9,34,400 equity shares (26.02% of voting capital) of Octaware Technologies Limited at ₹30 per share.

Summary

Walking Tree Technologies Private Limited has initiated an open offer to acquire up to 9,34,400 equity shares of Octaware Technologies Limited, representing 26.02% of the voting share capital. The offer price is set at ₹30 per fully paid-up equity share of face value ₹10 each, payable in cash. This offer is made pursuant to Regulation 3(1) and Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer: Walking Tree Technologies Private Limited
  • Target Company: Octaware Technologies Limited
  • Offer Size: Up to 9,34,400 equity shares (26.02% of voting capital)
  • Offer Price: ₹30 per equity share (face value ₹10)
  • Payment Mode: Cash
  • Not conditional: Offer is not subject to minimum acceptance level
  • Not a competing offer: No competing offer exists as per SEBI (SAST) Regulations
  • No statutory approvals required: As on date of Letter of Offer
  • Manager to the Offer: Fintellectual Corporate Advisors Private Limited (SEBI Reg: INM000012944)
  • Registrar to the Offer: Bigshare Services Private Limited (SEBI Reg: INR000001385)

Regulatory Changes

This is a disclosure document under SEBI (SAST) Regulations, 2011. No new regulatory changes are introduced; the offer complies with existing takeover regulations requiring mandatory open offer upon substantial acquisition of shares.

Compliance Requirements

  • For Public Shareholders: Review the Letter of Offer and decide whether to tender shares during the Tendering Period
  • For Recent Sellers: Hand over the Letter of Offer and Form of Acceptance to the stock exchange member through whom sale was effected
  • For Acquirer: Must inform about any upward revision in Offer Price/Size up to 1 working day prior to commencement of Tendering Period (by November 26, 2025) via public announcement
  • Price Revision: Any revision in offer price applies to all shares validly tendered during the Tendering Period
  • Document Availability: Public Announcement, Detailed Public Statement, Draft Letter of Offer and Letter of Offer must be available on SEBI website (www.sebi.gov.in)

Important Dates

  • Last Date for Price/Size Revision: Wednesday, November 26, 2025 (1 working day prior to commencement of Tendering Period)
  • Tendering Period: To be announced (subsequent to November 27, 2025)

Impact Assessment

Market Impact: High - This takeover offer affects 26.02% of Octaware Technologies Limited’s voting capital, representing a significant stake acquisition. Shareholders have the opportunity to exit at ₹30 per share.

Shareholder Impact: High - Public shareholders must evaluate whether the offer price of ₹30 per share (3x face value) represents fair value for their holdings. The unconditional nature of the offer (no minimum acceptance threshold) provides certainty of completion.

Corporate Control: Significant change in shareholding pattern expected, potentially leading to change in management control or strategic direction of Octaware Technologies Limited.

Liquidity: Provides exit opportunity for shareholders who wish to divest their holdings at the stated price during the Tendering Period.

Impact Justification

Major corporate action involving takeover offer for 26.02% stake in listed company, significant for shareholders and market participants