Description

India Resurgence Fund schemes launch open offer to acquire up to 3.85 crore equity shares (26% of expanded capital) of Shree Digvijay Cement Company Limited at Rs 92.20 per share under SEBI SAST Regulations.

Summary

India Resurgence Fund – Scheme 1, India Resurgence Fund 2 – Scheme 2, and India Resurgence Fund 2 – Scheme 4 (collectively “Acquirers”) have launched an open offer to acquire up to 3,85,43,837 fully paid-up equity shares representing 26% of the expanded share capital of Shree Digvijay Cement Company Limited at Rs 92.20 per equity share in cash. This offer is made pursuant to Regulations 3(1), 4 and other applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Offer Size: Up to 3,85,43,837 equity shares (26% of expanded share capital)
  • Offer Price: Rs 92.20 per equity share, payable in cash
  • Face Value: Rs 10 per equity share
  • Acquirers: Three schemes of India Resurgence Fund trusts established under Indian Trusts Act, 1882
  • Target Company: Shree Digvijay Cement Company Limited (CIN: L26940GJ1944PLC000749)
  • Offer Type: Unconditional offer, not subject to minimum acceptance level
  • Regulatory Basis: SEBI (SAST) Regulations, 2011
  • Not a Competing Offer: Does not qualify as competing offer under Regulation 20

Regulatory Changes

No regulatory changes are introduced by this circular. The open offer is being conducted in compliance with existing SEBI (SAST) Regulations, 2011 framework governing substantial acquisitions and takeovers.

Compliance Requirements

  • Public Shareholders: Must review the Letter of Offer and decide whether to participate in the open offer
  • NRI/OCB Holders: Must obtain all requisite approvals before tendering shares and submit copies along with Form of Acceptance
  • Foreign Shareholders: Non-resident holders (including NRIs, OCBs, FPIs) who required RBI or other approvals for original acquisition must ensure compliance for tendering shares
  • Recent Sellers: Those who recently sold shares should hand over the Letter of Offer and Form of Acceptance to their stock broker
  • Consultation: Shareholders requiring clarification should consult stock brokers, investment consultants, Manager to the Open Offer, or Registrar to the Offer

Important Dates

  • Announcement Date: December 31, 2025
  • Offer Opening Date: To be specified in detailed Letter of Offer
  • Offer Closing Date: To be specified in detailed Letter of Offer
  • Specific timelines: As per SEBI (SAST) Regulations timeline requirements

Impact Assessment

Market Impact: High - This is a significant corporate action involving acquisition of substantial stake (26%) in a listed cement company, which may trigger change in control or significant influence over the target company.

Shareholder Impact: Public shareholders of Shree Digvijay Cement Company Limited have an opportunity to exit their holdings at the offered price of Rs 92.20 per share. The pricing and premium/discount compared to market price will determine attractiveness of the offer.

Corporate Control: The acquisition by India Resurgence Fund schemes indicates potential restructuring or strategic change in the cement company’s ownership and possibly management.

Regulatory Significance: The offer demonstrates compliance with SEBI’s takeover code designed to protect minority shareholder interests during substantial acquisitions.

Industry Context: Activity in the cement sector consolidation, with private equity/investment funds showing interest in established cement manufacturing assets.

Impact Justification

Major corporate action involving 26% stake acquisition in a listed cement company through open offer under SEBI takeover regulations, requiring shareholder participation decision.