Description

India Resurgence Fund schemes make open offer to acquire up to 26% of Shree Digvijay Cement Company Limited equity shares at INR 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 of Shree Digvijay Cement Company Limited, representing 26% of the expanded share capital. The offer price is INR 92.20 per equity share, payable in cash. This open offer is made pursuant to Regulations 3(1), 4 and other applicable regulations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Offer to acquire up to 3,85,43,837 equity shares (26% of expanded share capital)
  • Offer price: INR 92.20 per equity share (face value INR 10)
  • Cash payment for tendered shares
  • Three acquirer entities: India Resurgence Fund – Scheme 1, India Resurgence Fund 2 – Scheme 2, and India Resurgence Fund 2 – Scheme 4
  • Not a conditional offer under Regulation 19 of SEBI (SAST) Regulations
  • Not subject to any minimum level of acceptance
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations
  • NRI and OCB shareholders must obtain requisite approvals before tendering shares
  • Non-resident shareholders (including NRIs, OCBs, and FPIs) may require RBI and other approvals

Regulatory Changes

No regulatory changes introduced. This is a corporate action conducted under existing SEBI (SAST) Regulations, 2011.

Compliance Requirements

  • Public shareholders of Shree Digvijay Cement Company Limited can tender their shares through the Form of Acceptance
  • Shareholders who recently sold shares should hand over the Letter of Offer and Form of Acceptance to their stock broker
  • NRI and OCB shareholders must obtain all requisite approvals and submit copies along with Form of Acceptance
  • Non-resident shareholders (NRIs, OCBs, FPIs) must provide any required approvals from RBI or other authorities if such approvals were necessary when acquiring shares
  • Shareholders should consult stock brokers, investment consultants, Manager to the Open Offer, or Registrar to the Offer for clarifications

Important Dates

Offer opening date and other specific timelines not mentioned in the provided excerpt. Shareholders should refer to the complete Letter of Offer for detailed schedule.

Impact Assessment

Market Impact: This high-value takeover offer affects a significant 26% stake in Shree Digvijay Cement Company Limited, a public company incorporated in 1944. The offer represents a major ownership transition that could impact company governance and strategic direction.

Shareholder Impact: Public shareholders have an opportunity to exit at INR 92.20 per share. The unconditional nature of the offer (not subject to minimum acceptance) provides certainty to participating shareholders.

Operational Impact: The acquisition by India Resurgence Fund schemes may lead to changes in management, business strategy, and capital structure of Shree Digvijay Cement Company Limited. The cement industry sector could see consolidation effects.

Corporate Governance: Multiple acquirer entities from the same fund family indicate coordinated acquisition strategy. Shareholders should evaluate the offer price against current market price and company fundamentals before tendering shares.

Impact Justification

Major takeover offer affecting 26% of company equity; significant corporate action requiring immediate shareholder attention and decision-making.