Description

Acquirer Suman Nandi announces open offer to acquire up to 17,04,000 equity shares (26% stake) of Premium Capital Market and Investments Limited at Rs. 6.40 per share under SEBI SAST Regulations.

Summary

Suman Nandi has announced an open offer to acquire up to 17,04,000 fully paid equity shares representing 26% of the total issued and paid-up equity share capital of Premium Capital Market and Investments Limited (CIN: L67120MP1992PLC007178). The offer price is Rs. 6.40 per equity share, payable in cash, pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer: Suman Nandi, Address: Dharma Nagar Society, Panchasar Road, Panchasar, Wankaner, Morbi, Gujarat - 363621
  • Target Company: Premium Capital Market and Investments Limited, Registered Office: 401- Starlit Tower 29- Y.N. Road, Indore, Madhya Pradesh - 452003
  • Offer Size: Up to 17,04,000 (Seventeen Lakh Four Thousand) equity shares
  • Percentage: 26.00% of total issued, fully paid-up equity share capital and voting capital
  • Face Value: Rs. 10.00 per equity share
  • Offer Price: Rs. 6.40 per equity share (below face value)
  • Payment Mode: Cash
  • Legal Basis: Regulation 4 of SEBI (SAST) Regulations, 2011
  • Not conditional on minimum acceptance level (Regulation 19)
  • Not a competing offer (Regulation 20)

Regulatory Changes

This open offer is made pursuant to Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments. The offer is mandatory under SEBI SAST framework for acquisition of substantial shareholding.

Compliance Requirements

  • NRIs, OCBs, FIIs/FPIs and other non-resident shareholders must obtain all requisite approvals/exemptions to tender shares
  • Non-resident public shareholders who required RBI or other regulatory approvals at the time of original investment must submit those previous approvals along with tender documents
  • Failure to submit required approvals may result in rejection of tendered shares by the Acquirer
  • Shareholders must use Form of Acceptance-cum-Acknowledgement or Transfer deed/Securities Transfer Form (Form SH-4)
  • Recent sellers of equity shares should hand over Letter of Offer and accompanying forms to the stock exchange member through whom sale was effected

Important Dates

  • Date of Circular: January 13, 2026
  • Specific offer opening and closing dates to be communicated through detailed public announcement
  • If competing offer exists: All subsisting bids shall open and close on the same date

Impact Assessment

High Impact on Public Shareholders:

  • The offer price of Rs. 6.40 per share is significantly below the face value of Rs. 10.00 per share, indicating potential value concerns
  • Represents significant ownership change with 26% stake being acquired
  • Triggers mandatory obligations under SEBI takeover regulations
  • Non-resident shareholders face additional compliance burden requiring historical approval documentation
  • Acquirer reserves right to reject shares if proper approvals not submitted, creating acceptance risk for foreign investors
  • No minimum acceptance condition provides certainty to tendering shareholders but may indicate acquirer confidence in achieving target
  • Public shareholders must carefully evaluate the below-face-value offer price before deciding to tender shares

Impact Justification

Major corporate action involving 26% stake acquisition triggering mandatory open offer under SEBI SAST Regulations with significant implications for public shareholders