Description

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

Summary

Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal (collectively the “Acquirers”) have initiated an open offer to acquire 1,65,14,290 fully paid-up equity shares representing 26% of the emerging voting share capital of Filtron Engineers Limited. The offer is being made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 following substantial acquisition of shares/voting rights accompanied by change in control of the Target Company. The offer price is set at ₹10 per equity share of face value ₹10, payable in cash.

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 equity shares (26% of emerging voting share capital)
  • Offer Price: ₹10 per fully paid-up equity share
  • Face Value: ₹10 per equity share
  • Payment Mode: Cash
  • Regulatory Basis: SEBI (SAST) Regulations, 2011 - Regulations 3(1) & 4
  • Trigger: Substantial acquisition of shares/voting rights with change in control

Regulatory Changes

This is a mandatory open offer triggered under SEBI (SAST) Regulations, 2011 due to substantial acquisition of shares and voting rights accompanied by change in control of Filtron Engineers Limited. No specific regulatory changes are introduced by this circular.

Compliance Requirements

  • Public Shareholders: Must review the Letter of Offer and decide whether to tender their shares during the offer period
  • Recent Sellers: Shareholders who have recently sold their equity shares must hand over the Letter of Offer and accompanying Form of Acceptance cum Acknowledgement and Transfer Deed to the stock exchange member through whom the sale was effected
  • Acquirers: Must comply with all SEBI (SAST) Regulations including withdrawal rights under Regulation 23(1)(c) if statutory approvals are denied or conditions precedent are not fulfilled
  • Withdrawal Notification: In case of withdrawal, acquirers must announce within 2 working days stating grounds for withdrawal as per Regulation 23(2)(a)

Important Dates

Specific dates for the offer period, tendering deadline, and settlement are not provided in the extracted content. These details would typically be included in the complete Letter of Offer document.

Impact Assessment

Corporate Impact: This represents a significant corporate action involving change in control of Filtron Engineers Limited. The mandatory open offer provides an exit opportunity for public shareholders at ₹10 per share.

Shareholder Impact: Public shareholders holding 26% of the emerging voting capital will have the option to tender their shares at the offer price. Those who do not tender will continue as minority shareholders under new controlling shareholders.

Market Impact: High impact event as it involves change in control and substantial acquisition. The offer is conditional upon statutory approvals, and acquirers retain the right to withdraw if approvals are not obtained or conditions precedent are not fulfilled due to circumstances beyond their reasonable control.

Regulatory Compliance: The offer is structured in full compliance with SEBI (SAST) Regulations, 2011, ensuring fair treatment of public shareholders during the takeover process.

Impact Justification

Major takeover event involving change in control with mandatory open offer for 26% equity shares of Filtron Engineers Limited under SEBI SAST Regulations