February 28, 2022 | ||
BSE Limited, | National Stock Exchange of India | The Calcutta Stock Exchange |
Phiroze Jeejeebhoy Towers, | Limited | Limited |
Dalal Street, | Exchange Plaza, C-1, Block G, | 7, Lyons Range, Dalhousie, Kolkata- |
Mumbai- 400001, India. | Bandra Kurla Complex, Bandra (E), | 700001, West Bengal, India |
Mumbai - 400 051, India. | ||
Dear Sir/ Madam, |
Subject: Public Announcement dated February, 28, 2022 (the "Public Announcement") in relation to an open offer to the Public Shareholders (as defined in the Public Announcement) of Eveready Industries India Limited (the "Target Company") ("Open Offer"/ "Offer").
Puran Associates Private Limited ("Acquirer 1"), VIC Enterprises Private Limited ("Acquirer 2"), M.B. Finmart Private Limited ("Acquirer 3"), together with, Gyan Enterprises Private Limited ("PAC 1") and Chowdry Associates ("PAC 2") have announced an open offer for acquisition of up to 1,88,98,688 fully paid-up equity shares of face value of Rs. 5 each ("Offer Shares") from the Public Shareholders of Target Company, representing 26% of the Expanded Voting Share Capital of the Target Company, at a price of Rs. 320 per Offer Share (the "Offer Price") aggregating to a total consideration of up to Rs. 6,047,580,160, payable in cash.
The Offer is being made pursuant to and in compliance with Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto (the "SEBI (SAST) Regulations").
We are pleased to inform you that JM Financial Limited has been appointed as the Manager to the Offer. As required under Regulation 14(1) of the SEBI (SAST) Regulations, we are enclosing herewith a copy of the Public Announcement dated February 28, 2022 in relation to the Offer.
We request you to kindly upload the Public Announcement on your website at the earliest.
Capitalized terms used in this letter unless defined herein shall have the same meanings as ascribed to them in the enclosed Public Announcement.
Thanking You,
For JM Financial Limited
Authorized Signatory
Enclosure: as above.
JM Financial Limited
Corporate Identity Number: L67120MH1986PLC038784
Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025.
T: + 91 22 6630 3030 F: +91 22 6630 3330 www.jmfl.com
PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF EVEREADY INDUSTRIES INDIA LIMITED UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 13, 14 AND REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDMENTS THERETO
Open offer for acquisition of up to 1,88,98,688 (one crore eighty eight lakh ninety eight thousand six hundred and eighty eight) fully paid-up equity shares of face value of INR 5 (Indian Rupees Five) each ("Equity Share"), representing 26% (twenty six percent) of the Expanded Voting Share Capital (as defined below) of Eveready Industries India Limited (the "Target Company"), from the Public Shareholders (as defined below) of the Target Company by Puran Associates Private Limited ("PAPL" or "Acquirer 1"), VIC Enterprises Private Limited ("VIC" or "Acquirer 2"), M.B. Finmart Private Limited ("MFPL" or "Acquirer 3") (hereinafter Acquirer 1, Acquirer 2 and Acquirer 3 and collectively referred to as the "Acquirers"), together with, Gyan Enterprises Private Limited ("GEPL" or "PAC 1") and Chowdry Associates ("CA" or "PAC 2") (hereinafter PAC 1 and PAC 2 are collectively referred to as the "PACs"), in their capacity as the persons acting in concert with the Acquirers (the "Offer" or "Open Offer").
This public announcement ("Public Announcement" or "PA") is being issued by JM Financial Limited ("Manager to the Offer") for and on behalf of the Acquirers and the PACs, to the Public Shareholders (as defined below) of the Target Company pursuant to and in compliance with Regulation 3(1) and Regulation 4 read with Regulation 13, 14 and 15(1), and other applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (the "SEBI (SAST) Regulations").
For the purpose of this Public Announcement, the following terms have the meanings assigned to them below:
- "Expanded Voting Share Capital" shall mean the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (tenth) Working Day from the closure of the Tendering Period for the Offer. The Target Company does not have any employee stock option scheme or any outstanding convertible securities as of the date of this PA. Thus, the Expanded Voting Share Capital has been considered to be the same as issued, subscribed and paid-up equity share capital as of the date of this PA.
- "Public Shareholders" shall mean all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, except the Acquirers and the PACs and persons deemed to be acting in concert with Acquirers and PACs, pursuant to and in compliance with the SEBI (SAST) Regulations.
- "Tendering Period" means the period of 10 (ten) Working Days during which the Public Shareholders may tender their Equity
Shares in acceptance of the Offer, which shall be disclosed in the LoF (as defined below).
- "Working Day" shall mean any working day of the SEBI.
- Offer Details
-
Offer Size: The Acquirers and PACs hereby make this Offer to the Public Shareholders of the Target Company to acquire up to 1,88,98,688 (one crore eighty eight lakh ninety eight thousand six hundred and eighty eight) Equity Shares ("Offer Shares"), constituting 26% (twenty six percent) of the Expanded Voting Share Capital, subject to the terms and conditions mentioned in this
Public Announcement and to be set out in the detailed public statement ("DPS") and the letter of offer ("LoF") that are proposed to be issued for the Offer in accordance with the SEBI (SAST) Regulations. - Price/ Consideration: The Offer is made at a price of INR 320 (Indian Rupees Three Hundred and Twenty) per Offer Share (the
"Offer Price") which has been determined in accordance with Regulation 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Offer, the total consideration payable in the Offer will be INR 6,04,75,80,160 (Indian Rupees Six Hundred and Four Crores Seventy Five Lakh Eighty Thousand One Hundred and Sixty only). - Mode of Payment: The Offer Price will be paid in cash, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
- Type of Offer: The Offer is a mandatory offer made by the Acquirers and the PACs in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations pursuant to proposal for placing of the Purchase Order (as defined below). This Offer is not subject to any minimum level of acceptance.
-
Offer Size: The Acquirers and PACs hereby make this Offer to the Public Shareholders of the Target Company to acquire up to 1,88,98,688 (one crore eighty eight lakh ninety eight thousand six hundred and eighty eight) Equity Shares ("Offer Shares"), constituting 26% (twenty six percent) of the Expanded Voting Share Capital, subject to the terms and conditions mentioned in this
- Transaction which has triggered the Offer obligations ("Underlying Transaction")
Type of | Mode of Transaction | Shares/ Voting rights acquired/ | Total | Mode of | Regulation | |||||||||||
Transaction | proposed to be acquired | Consideration | payment | which has | ||||||||||||
(direct/ | (Agreement/ Allotment/ | Number | % vis a vis total | for shares/ | (Cash/ | triggered | ||||||||||
indirect) | market purchase) | Expanded Voting | Voting Rights | securities) | ||||||||||||
Share Capital | (VR) acquired | |||||||||||||||
(INR crore) |
Type of | Mode of Transaction | Shares/ Voting rights acquired/ | Total | Mode of | Regulation | ||||||||||||||||
Transaction | proposed to be acquired | Consideration | payment | which has | |||||||||||||||||
(direct/ | (Agreement/ Allotment/ | Number | % vis a vis total | for shares/ | (Cash/ | triggered | |||||||||||||||
indirect) | market purchase) | Expanded Voting | Voting Rights | securities) | |||||||||||||||||
Share Capital | (VR) acquired | ||||||||||||||||||||
(INR crore) | |||||||||||||||||||||
Direct | Market | purchase | - | the | 38,22,000 | 5.26% | 122.30 | Cash | Regulations | ||||||||||||
Acquirers | propose | to | place | 3(1) and 4 | |||||||||||||||||
orders | with | their | stock | of the SEBI | |||||||||||||||||
broker | JM | Financial | (SAST) | ||||||||||||||||||
Services | Limited | on | Regulations. | ||||||||||||||||||
February | 28, | 2022 | |||||||||||||||||||
("Purchase Order"), to | |||||||||||||||||||||
purchase | up | to 38,22,000 | |||||||||||||||||||
(thirty | eight | lakhs twenty | |||||||||||||||||||
two | thousand) | Equity | |||||||||||||||||||
Shares, at per Equity Share | |||||||||||||||||||||
price of not more than INR | |||||||||||||||||||||
320 (Rupees Three Hundred | |||||||||||||||||||||
and Twenty only) and for an | |||||||||||||||||||||
overall | consideration | ||||||||||||||||||||
amount not exceeding INR | |||||||||||||||||||||
1,22,30,40,000 (Rupees One | |||||||||||||||||||||
Hundred and Twenty Two | |||||||||||||||||||||
Crores | Thirty | Lakhs | Forty | ||||||||||||||||||
Thousand | only), | on | any | ||||||||||||||||||
recognised stock | exchange | ||||||||||||||||||||
in India in tranches / lots as | |||||||||||||||||||||
instructed by the Acquirers | |||||||||||||||||||||
from time to time, but only | |||||||||||||||||||||
after | the | Acquirers | have | ||||||||||||||||||
informed the stock broker of |
Type of | Mode of Transaction | Shares/ Voting rights acquired/ | Total | Mode of | Regulation | |||||||||||||
Transaction | proposed to be acquired | Consideration | payment | which has | ||||||||||||||
(direct/ | (Agreement/ Allotment/ | Number | % vis a vis total | for shares/ | (Cash/ | triggered | ||||||||||||
indirect) | market purchase) | Expanded Voting | Voting Rights | securities) | ||||||||||||||
Share Capital | (VR) acquired | |||||||||||||||||
(INR crore) | ||||||||||||||||||
the receipt of the relevant | ||||||||||||||||||
approvals | required | from | ||||||||||||||||
various | regulatory | |||||||||||||||||
authorities | and until | such | ||||||||||||||||
period as | permitted | under | ||||||||||||||||
applicable | laws (including | |||||||||||||||||
SEBI (SAST) Regulations). |
Given the intent of the Acquirers and PACs to acquire control of the Target Company and pursuant to above mentioned proposal to place the Purchase Order for the acquisition of Equity Shares, the combined shareholding and voting rights of the Acquirers and PACs in the Target Company may exceed 25% (twenty five percent) of the Expanded Voting Share Capital of the Target Company. Accordingly, this mandatory Offer is being made under Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations.
3. Acquirers/ PACs
Details | Acquirer 1 | Acquirer 2 | Acquirer 3 | PAC 1 | PAC 2 | ||||||||
Name of | Puran | Associates | VIC | Enterprises | M.B. Finmart Private | Gyan | Enterprises | Chowdry | |||||
Acquirers/ PACs | Private Limited | Private Limited | Limited | Private Limited | Associates | ||||||||
Address | 4th Floor, | Punjabi | 4th | Floor, | Punjabi | 4th Floor, | Punjabi | 4th Floor, | Punjabi | 4th Floor, | Punjabi | ||
Bhawan, 10 Rouse | Bhawan, 10 | Rouse | Bhawan, 10 | Rouse | Bhawan, | 10 | Rouse | Bhawan, 10 Rouse | |||||
Avenue, New Delhi - | Avenue, New Delhi - | Avenue, New Delhi - | Avenue, New Delhi - | Avenue, | New | ||||||||
110002. India | 110002. India | 110002. India | 110002, India | Delhi - | 110002. | ||||||||
India | |||||||||||||
Name(s) | of | Puran | Associates | VIC | Enterprises | M.B. Finmart Private | Gyan | Enterprises | Chowdry |
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Eveready Industries India Limited published this content on 02 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 March 2022 07:26:04 UTC.