Description

Open offer by Mr. Niraj Harsukhlal Sanghavi and PACs to acquire up to 58,24,853 equity shares (26% of expanded voting capital) of Avishkar Infra Realty Limited at ₹16.00 per share following preferential allotment trigger.

Summary

Mr. Niraj Harsukhlal Sanghavi (Acquirer) along with three Persons Acting in Concert (PACs) - Ms. Nishra Niraj Sanghvi, Ms. Naysha Niraj Sanghvi, and M/s. Kenilworth Consultancy Services LLP - have launched a mandatory open offer to acquire up to 58,24,853 equity shares representing 26% of the expanded voting share capital of Avishkar Infra Realty Limited (formerly Joy Realty Limited). The offer is triggered pursuant to Regulation 3(1) of SEBI (SAST) Regulations, 2011, following the acquisition of 60,000,000 equity shares (26.78% of expanded voting capital) through preferential allotment approved on February 13, 2024.

Key Points

  • Offer Price: ₹16.00 per equity share (face value ₹10), payable in cash including interest @ 10% p.a. for delay in payment
  • Offer Size: Up to 58,24,853 equity shares representing 26.00% of expanded voting share capital
  • Trigger Event: Preferential issue of 200,000,000 equity shares approved by Board on February 13, 2024, resulting in acquisition of 60,000,000 shares by Acquirer and PACs (26.78% stake)
  • Offer Type: Unconditional - not dependent on minimum level of acceptance per Regulation 19(1)
  • Target Company: Avishkar Infra Realty Limited (CIN: L65910MH1983PLC031230), registered office at Unit No. 301 Nestor Court, Vile Parle (W), Mumbai - 400056
  • Not a Competing Offer: As per Regulation 20 of SEBI (SAST) Regulations, 2011

Regulatory Changes

No regulatory changes introduced. This is a mandatory open offer compliance action under existing SEBI (SAST) Regulations, 2011 as amended, specifically triggered under Regulation 3(1) for substantial acquisition of shares.

Compliance Requirements

  • Public Shareholders: Eligible to tender shares during the tendering period
  • Acquirer and PACs: Must complete the open offer process as per SEBI SAST Regulations including payment of offer consideration with interest for delayed compliance
  • Target Company: Cooperate with open offer process and provide necessary disclosures
  • Upward Revision Window: Acquirer and PACs may revise offer price upward up to 1 working day prior to tendering period commencement (up to December 22, 2025)
  • Withdrawal Provision: Provisions exist for offer withdrawal as per regulations

Important Dates

  • February 13, 2024: Board approval for preferential issue of 200,000,000 equity shares
  • December 22, 2025: Last date for upward price revision (1 working day prior to tendering period commencement)
  • Tendering Period: To be announced (specific dates not provided in this circular)

Impact Assessment

Market Impact: The open offer provides an exit opportunity for public shareholders of Avishkar Infra Realty Limited at ₹16.00 per share. The substantial acquisition through preferential allotment diluted existing shareholders and triggered mandatory regulatory compliance.

Shareholder Impact: Public shareholders holding up to 26% of expanded voting capital can tender their shares. The offer includes interest compensation at 10% p.a. for the delay in making the mandatory offer, protecting shareholder interests as per regulatory requirements.

Corporate Governance: The transaction demonstrates compliance with SEBI’s substantial acquisition regulations, ensuring fair treatment of minority shareholders following significant control changes through preferential allotment. The acquirer group now holds 26.78% and is offering to acquire additional 26% stake.

Impact Justification

Mandatory open offer under SEBI SAST regulations following acquisition of 26.78% through preferential allotment. Material corporate action affecting public shareholders with tendering deadline.