Description

Foseco India Limited along with PACs makes a cash offer at INR 1557.15 per equity share to acquire up to 14,00,000 fully paid-up equity shares representing 25% of voting share capital of Morganite Crucible (India) Limited under SEBI (SAST) Regulations.

Summary

Foseco India Limited (Acquirer) along with Persons Acting in Concert (PACs) - Foseco Overseas Limited, Vesuvius Holdings Limited, and Foseco (UK) Limited - has launched a Letter of Offer for an open offer to acquire up to 14,00,000 fully paid-up equity shares of face value INR 5 each in Morganite Crucible (India) Limited. The offer price is INR 1557.15 per equity share, representing 25% of the voting share capital. This mandatory open offer is made pursuant to Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011.

Key Points

  • Acquirer: Foseco India Limited (CIN: L24294PN1958PLC011052)
  • PACs: Foseco Overseas Limited, Vesuvius Holdings Limited, and Foseco (UK) Limited (all UK-registered entities)
  • Target Company: Morganite Crucible (India) Limited (CIN: L26920MH1986PLC038607)
  • Offer Price: INR 1557.15 per equity share
  • Offer Size: Up to 14,00,000 fully paid-up equity shares of face value INR 5 each
  • Percentage: 25% of voting share capital (total Public Shareholder holding)
  • Offer Type: Cash offer, non-conditional, not subject to minimum acceptance level
  • Regulatory Basis: SEBI (SAST) Regulations - Regulation 3(1) and Regulation 4
  • This is NOT a competing offer under Regulation 20

Regulatory Changes

No regulatory changes are introduced by this circular. The offer is made in compliance with existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended.

Compliance Requirements

  • Public shareholders of Morganite Crucible (India) Limited are required to review the Letter of Offer
  • Shareholders wishing to participate must submit Form of Acceptance-cum-Acknowledgement
  • Shareholders who have recently sold their equity shares should hand over the Letter of Offer and accompanying forms to the member of stock exchange through whom the sale was effected
  • Shareholders requiring clarification should consult their stockbroker, investment consultant, Manager to the Offer, or Registrar to the Offer
  • All statutory and other approvals as required are being obtained

Important Dates

  • Letter of Offer Date: December 26, 2025
  • Specific offer opening and closing dates are referenced in Part D of the full Letter of Offer (not fully provided in the excerpt)

Impact Assessment

Market Impact: This is a significant corporate action involving a takeover offer for Morganite Crucible (India) Limited. The offer represents the entire public shareholding (25%) as the acquirer and PACs are seeking to acquire all shares held by public shareholders at a fixed price of INR 1557.15 per share.

Shareholder Impact: Public shareholders have the opportunity to exit at the specified offer price. The offer is unconditional and not subject to minimum acceptance, providing certainty to participating shareholders.

Corporate Structure Impact: Successful completion of this offer will result in Foseco India Limited and its PACs potentially holding up to 100% of Morganite Crucible (India) Limited if all public shareholders tender their shares, leading to potential delisting considerations.

Regulatory Compliance: The offer size is 25% (14,00,000 shares) which represents the total public shareholding, though standard SEBI (SAST) Regulations require minimum 26% offer size. This deviation is because public shareholding itself is only 25%.

Impact Justification

Major corporate action involving takeover offer at INR 1557.15 per share for 25% stake in Morganite Crucible by Foseco India and its PACs under SEBI takeover regulations