Description

Open offer by Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal to acquire 26% of equity shares of Filtron Engineers Limited at ₹10 per share pursuant to SEBI (SAST) Regulations.

Summary

Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal (collectively “Acquirers”) have made an open offer to public shareholders of Filtron Engineers Limited for acquisition of 1,65,14,290 equity shares representing 26% of the emerging voting share capital. The offer is made pursuant to Regulations 3(1) & 4 of SEBI (SAST) Regulations, 2011 for substantial acquisition of shares/voting rights accompanied with change in control of the Target Company.

Key Points

  • Acquirers: Mr. Tarak Bipinchandra Gor (Acquirer 1) and Mr. Jayesh Sheshmal Rawal (Acquirer 2)
  • Target Company: Filtron Engineers Limited (CIN: L57909PN1982PLC026929)
  • Offer Size: 1,65,14,290 fully paid-up equity shares (26% of emerging voting share capital)
  • Offer Price: ₹10 per equity share (face value ₹10)
  • Payment Mode: Cash
  • Regulatory Basis: SEBI (SAST) Regulations, 2011 - Regulations 3(1) & 4
  • Trigger: Substantial acquisition with change in control

Regulatory Changes

No regulatory changes are introduced by this circular. This is a disclosure of an open offer made in compliance with existing SEBI (SAST) Regulations, 2011.

Compliance Requirements

  • Public Shareholders: Must review the Letter of Offer and decide whether to tender their shares during the offer period
  • Recent Sellers: If equity shares were recently sold, shareholders should hand over this Letter of Offer and accompanying Form of Acceptance to the stock exchange member through whom the sale was effected
  • Acquirers: Must comply with all statutory approvals as may be required and/or may subsequently become necessary
  • Withdrawal Rights: Acquirers have right to withdraw the open offer under specific circumstances as per Regulation 23(1)(c) of SEBI (SAST) Regulations

Important Dates

Specific dates for the offer period are not provided in the excerpt. Shareholders should refer to the complete Letter of Offer for detailed timeline including:

  • Offer opening date
  • Offer closing date
  • Last date for tendering shares
  • Payment timeline

Impact Assessment

Corporate Impact: This open offer represents a significant change in control of Filtron Engineers Limited. The acquisition of 26% stake by the Acquirers will alter the shareholding pattern and management control structure of the company.

Shareholder Impact: Public shareholders have the opportunity to exit at the offer price of ₹10 per share. Shareholders should evaluate the offer price against current market price and future prospects before deciding to tender shares.

Market Impact: The open offer is subject to statutory approvals and may be withdrawn under specific circumstances beyond the Acquirers’ control, including denial of regulatory approvals or non-fulfillment of conditions precedent to the underlying transaction. Any withdrawal must be announced within 2 working days as per Regulation 23(2)(a).

Regulatory Compliance: The offer is being made in full compliance with SEBI (SAST) Regulations for substantial acquisition accompanied with change in control, ensuring protection of minority shareholder interests through mandatory open offer mechanism.

Impact Justification

Major corporate action involving acquisition of 26% stake and change in control of Filtron Engineers Limited, requiring mandatory open offer under SEBI (SAST) Regulations.