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 per share following preferential allotment trigger under SEBI SAST Regulations.

Summary

Mr. Niraj Harsukhlal Sanghavi (Acquirer) along with 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) at ₹16 per share in cash. The offer was triggered under Regulation 3(1) of SEBI (SAST) Regulations, 2011 after the Acquirer and PACs together acquired 60,000,000 equity shares (26.78% of expanded voting capital) through a preferential issue approved on February 13, 2024. The offer price includes interest at 10% p.a. for delay in payment.

Key Points

  • Offer Size: Up to 58,24,853 equity shares of face value ₹10 each representing 26% of expanded voting share capital
  • Offer Price: ₹16 per share payable in cash, including 10% p.a. interest for delay in payment
  • Trigger Event: Preferential allotment of 200,000,000 equity shares approved on February 13, 2024, wherein Acquirer and PACs acquired 60,000,000 shares (26.78% stake)
  • Acquirer: Mr. Niraj Harsukhlal Sanghavi, residing at 103, Rajyog Residency, Dr. R.P Road, Mulund West, Mumbai - 400080
  • PACs: Ms. Nishra Niraj Sanghvi, Ms. Naysha Niraj Sanghvi, and M/s. Kenilworth Consultancy Services LLP
  • Target Company: Avishkar Infra Realty Limited (CIN: L65910MH1983PLC031230), registered office at Unit No. 301 Nestor Court, Vile Parle (W), Mumbai - 400056
  • Offer Type: Not conditional on minimum acceptance level per Regulation 19(1) of SEBI (SAST) Regulations, 2011
  • Not a Competing Offer: As per Regulation 20 of SEBI (SAST) Regulations, 2011
  • Price Revision: Upward revision possible up to 1 working day prior to tendering period commencement (up to December 22, 2025)

Regulatory Changes

This open offer is being made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. The mandatory offer obligation was triggered under Regulation 3(1) following the acquisition of shares through preferential allotment that crossed the 25% threshold of voting share capital.

Compliance Requirements

  • Public Shareholders: Should review the Letter of Offer and decide whether to tender their shares during the tendering period
  • Recent Sellers: Those who have recently sold their shares should hand over this Letter of Offer to the purchaser or the stock exchange member through whom the sale was effected
  • Acquirer and PACs: Must comply with all requirements under SEBI (SAST) Regulations, 2011 including payment with interest for delay
  • Statutory Approvals: Details provided in para 9.4 of the Letter of Offer (specific approvals not mentioned in the provided excerpt)

Important Dates

  • February 13, 2024: Board of Target Company approved preferential issue of 200,000,000 equity shares
  • December 22, 2025: Last date for upward revision of Offer Price (1 working day prior to tendering period commencement)
  • Tendering Period: Commencement date not specified in the provided excerpt

Impact Assessment

Market Impact: This is a significant corporate action involving change of control in Avishkar Infra Realty Limited. The mandatory open offer affects all public shareholders who hold the remaining equity shares after the preferential allotment.

Shareholder Impact: Public shareholders have an exit opportunity at ₹16 per share. The inclusion of 10% p.a. interest for delay in payment provides compensation for the delayed open offer following the February 2024 trigger event.

Corporate Governance: The offer demonstrates compliance with takeover regulations following substantial acquisition through preferential route. The unconditional nature of the offer (no minimum acceptance threshold) provides certainty to tendering shareholders.

Price Consideration: Shareholders should evaluate the ₹16 offer price against current market price and intrinsic value. The possibility of upward revision until December 22, 2025 should be monitored.

Impact Justification

Major corporate action involving mandatory open offer for 26% stake acquisition following SEBI SAST trigger, with interest payment for delay, affecting public shareholders of listed company.