Description

Foseco India Limited along with PACs makes an open offer to acquire up to 14,00,000 equity shares (25% of voting share capital) of Morganite Crucible (India) Limited at INR 1557.15 per share.

Summary

Foseco India Limited (Acquirer) along with Persons Acting in Concert (PACs) - Foseco Overseas Limited, Vesuvius Holdings Limited, and Foseco (UK) Limited - have launched an open offer to acquire up to 14,00,000 fully paid-up equity shares of Morganite Crucible (India) Limited. The offer price is INR 1,557.15 per equity share of face value INR 5 each, representing 25.00% of the voting share capital. This offer is made pursuant to Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Offer Price: INR 1,557.15 per equity share
  • Face Value: INR 5 per equity share
  • Offer Size: Up to 14,00,000 equity shares representing 25.00% of voting share capital
  • Offer Type: Cash offer, unconditional, not subject to minimum acceptance level
  • Acquirer: Foseco India Limited (CIN: L24294PN1958PLC011052)
  • Target Company: Morganite Crucible (India) Limited (CIN: L26920MH1986PLC038607)
  • PACs: Foseco Overseas Limited, Vesuvius Holdings Limited, and Foseco (UK) Limited (all UK registered entities)
  • Regulatory Compliance: Made under SEBI (SAST) Regulations, 2011
  • Not a Conditional Offer: Does not require minimum acceptance as per Regulation 19
  • Not a Competing Offer: As per Regulation 20 of SEBI (SAST) Regulations

Regulatory Changes

This is a compliance action under SEBI (SAST) Regulations rather than a regulatory change. The offer follows the mandatory requirements of Regulations 3(1) and 4 of SEBI (SAST) Regulations for substantial acquisitions and takeovers.

Note on Offer Size: While Regulation 7(1) of SEBI (SAST) Regulations typically requires an offer size of at least 26% of total voting share capital, this offer is for 25% as it represents the total number and percentage of equity shares held by public shareholders as on the date of the Letter of Offer.

Compliance Requirements

For Public Shareholders:

  • Review the Letter of Offer immediately upon receipt
  • Consult stockbroker, investment consultant, Manager to the Offer, or Registrar to the Offer for clarification if needed
  • If shares have been recently sold, hand over the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement to the stock exchange member through whom the sale was effected
  • Submit Form of Acceptance-cum-Acknowledgement if intending to participate in the offer

For the Acquirer and PACs:

  • Obtain all statutory and other approvals as required under SEBI (SAST) Regulations
  • Ensure compliance with disclosure and documentation requirements

Important Dates

Specific dates for offer opening, closing, and settlement are not provided in the excerpt. Public shareholders should refer to the complete Letter of Offer document for:

  • Offer opening date
  • Offer closing date
  • Last date for tendering shares
  • Payment settlement timelines

Impact Assessment

Market Impact:

  • High significance for Morganite Crucible (India) Limited shareholders given the takeover nature
  • Potential change in control structure of the target company
  • Offer price of INR 1,557.15 represents significant value (face value is only INR 5)

Shareholder Impact:

  • Public shareholders holding 25% of voting capital have exit opportunity at the stated offer price
  • Unconditional nature provides certainty of acceptance if shareholders tender their shares
  • No minimum acceptance threshold reduces execution risk

Operational Impact:

  • Potential consolidation of ownership by Foseco India Limited and its PACs
  • May lead to delisting considerations if public shareholding falls below regulatory thresholds post-offer
  • Strategic alignment with Vesuvius group entities (parent companies of PACs)

Corporate Governance Impact:

  • Change in shareholding pattern post-offer completion
  • Potential impact on board composition and management decisions

Impact Justification

Major takeover offer affecting 25% of target company's voting share capital with significant premium offer price; material event for public shareholders requiring immediate attention