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 issued a Letter of Offer to acquire up to 17,04,000 fully paid equity shares of Premium Capital Market and Investments Limited, representing 26% of the total issued and fully paid-up equity share capital. The offer price is Rs. 6.40 per equity share (face value Rs. 10), payable in cash. This open offer is made pursuant to Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer: Suman Nandi, Dharma Nagar Society, Panchasar Road, Panchasar, 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 (26% of total issued capital)
  • Offer Price: Rs. 6.40 per equity share
  • Face Value: Rs. 10 per equity share
  • Note: Offer price (Rs. 6.40) is lower than face value (Rs. 10)
  • Not Conditional: Open offer is not conditional upon any minimum level of acceptance (Regulation 19)
  • Not a Competing Offer: This is not a competing offer under Regulation 20

Regulatory Changes

No regulatory changes are introduced. This circular implements existing provisions under SEBI (SAST) Regulations, 2011, specifically Regulation 4 regarding mandatory open offers following substantial acquisition of shares.

Compliance Requirements

  • Public Shareholders: Must review the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement or Transfer deed/Securities Transfer Form (Form SH-4)
  • Recent Sellers: If equity shares were recently sold, shareholders must hand over the Letter of Offer and forms to the stock exchange member through whom the sale was effected
  • NRIs, OCBs, FIIs/FPIs: Must obtain all requisite approvals/exemptions required to tender equity shares in this open offer
  • Non-Resident Holders: Must submit previous approvals obtained from RBI or other regulatory authorities for acquiring/holding equity shares, along with tender documents
  • Rejection Risk: Acquirer reserves the right to reject equity shares tendered without required approvals

Important Dates

No specific dates mentioned in the provided excerpt. The Letter of Offer indicates that offer opening and closing dates would be communicated to shareholders.

Impact Assessment

High Impact on Existing Shareholders: This mandatory open offer provides an exit opportunity for public shareholders of Premium Capital Market and Investments Limited to sell up to 26% of the company’s equity at Rs. 6.40 per share. However, the offer price being significantly below face value (Rs. 6.40 vs Rs. 10) may indicate distressed valuation or poor market performance. Shareholders need to evaluate whether to tender their shares based on current market conditions and future prospects. Non-resident shareholders must ensure compliance with regulatory approvals to participate in the offer.

Impact Justification

Mandatory open offer for substantial acquisition involving 26% of company's equity capital, directly impacting existing shareholders who can tender their shares at the offer price.