Description

Open offer by Suman Nandi to acquire up to 17,04,000 equity shares representing 26% of Premium Capital Market and Investments Limited at Rs. 6.40 per share pursuant to SEBI (SAST) Regulations, 2011.

Summary

Suman Nandi has launched an open offer to acquire up to 17,04,000 fully paid equity shares (26% of total issued capital) of Premium Capital Market and Investments Limited at Rs. 6.40 per equity share, payable in cash. This offer is made pursuant to Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is unconditional and not dependent on minimum acceptance levels.

Key Points

  • Acquirer: Suman Nandi, Dharma Nagar Society, Panchasar Road, Wankaner, Morbi, Gujarat - 363621
  • Target Company: Premium Capital Market and Investments Limited (CIN: L67120MP1992PLC007178)
  • Registered Office: 401- Starlit Tower 29- Y.N. Road, Indore, Madhya Pradesh - 452003
  • Offer Size: Up to 17,04,000 equity shares representing 26% of total issued and paid-up equity share capital
  • Face Value: Rs. 10.00 per equity share
  • Offer Price: Rs. 6.40 per equity share (below face value)
  • Payment Mode: Cash
  • Regulatory Framework: SEBI (SAST) Regulations, 2011
  • Offer Type: Not conditional upon minimum acceptance (Regulation 19)
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations

Regulatory Changes

This open offer is made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments. The offer follows Regulation 4 of SEBI (SAST) Regulations requiring mandatory open offer upon substantial acquisition.

Compliance Requirements

  • For NRIs, OCBs, FIIs/FPIs and Non-Resident Shareholders: Must obtain all requisite approvals/exemptions required to tender equity shares in this open offer
  • Non-resident shareholders who required approvals (from RBI or other regulatory authorities) at the time of original investment must submit such previous approvals along with tender documents
  • Failure to submit required approvals may result in rejection of tendered shares by the Acquirer
  • Public Shareholders: Should consult stock brokers, investment consultants, Manager to the Offer, or Registrar to the Offer for clarifications
  • Recent sellers of equity shares should hand over the Letter of Offer and Form of Acceptance-cum-Acknowledgement to the stock exchange member through whom sale was effected

Important Dates

The circular is dated January 13, 2026. Specific offer opening and closing dates are to be communicated through the detailed Letter of Offer to be sent to shareholders.

Impact Assessment

Market Impact: High - This is a significant corporate action involving acquisition of 26% stake in Premium Capital Market and Investments Limited. The open offer provides an exit opportunity for public shareholders.

Shareholder Impact: The offer price of Rs. 6.40 per share is notably below the face value of Rs. 10 per share, which may indicate the company’s current market valuation or financial position. Shareholders need to carefully evaluate whether to tender their shares at this below-face-value price.

Regulatory Significance: This offer triggers mandatory takeover obligations under SEBI (SAST) Regulations and represents a material change in shareholding pattern of the target company.

Operational Impact: The acquisition may lead to change in management control and strategic direction of Premium Capital Market and Investments Limited. As the offer is unconditional, the Acquirer will proceed regardless of acceptance levels.

Impact Justification

Major corporate action involving 26% acquisition stake in Premium Capital Market and Investments Limited through open offer. Significant for existing shareholders as offer price (Rs. 6.40) is below face value (Rs. 10). Material event under SEBI takeover regulations.