Open Offer by Goenka Family to Acquire 26% of Manbro Industries

Team Finance Saathi

    17/Dec/2024

What's covered under the Article:

  1. Goenka family announces open offer for acquiring 26% of Manbro Industries.
  2. The offer price is set at Rs. 65 per share under SEBI’s open offer regulations.
  3. A share subscription agreement triggers the mandatory open offer to public shareholders.

The Goenka family, consisting of Mr. Mangi Lal Goenka (Acquirer 1), Mr. Sunil Kumar Goenka (Acquirer 2), Mr. Binod Kumar Goenka (Acquirer 3), and Mr. Dilip Kumar Goenka (Acquirer 4), has initiated a mandatory open offer for the acquisition of up to 26.39,273 shares, representing 26.00% of the Expanded Voting Share Capital of Manbro Industries Limited. This offer has been triggered by a Share Subscription Agreement between the Goenka family and Manbro Industries Limited (formerly known as Unimode Overseas Limited) dated August 28, 2024.

Under the terms of the agreement, the Goenka family will be allotted 42,00,000 equity shares, constituting 41.38% of the Expanded Voting Share Capital of the company, for a consideration of Rs. 27,30,00,000. Additionally, 15,50,000 convertible warrants (representing 15.27% of the Expanded Voting Share Capital) will be allocated for Rs. 10.07,50,000. This transaction is subject to the approval of the company’s members and other regulatory approvals.

The mandatory open offer is in compliance with the provisions of Regulations 3(1) and 4 of the SEBI (SAST) Regulations, as it involves the acquisition of shares beyond the threshold limit. The offer price has been set at Rs. 65.00 per share, determined based on the parameters laid down in Regulation 8 of the SEBI (SAST) Regulations. This move is a part of the Underlying Transaction that triggered the mandatory offer.

As per Regulation 12(1) of the SEBI (SAST) Regulations, Swaraj Shares and Securities Private Limited has been appointed as the Manager to the Offer, and they have issued a Pre-Open Offer Advertisement for the open offer in the leading newspapers. The advertisement was published today, i.e., Tuesday, December 17, 2024, in Financial Express, Jansatta, and Mumbai Lakshadweep.

This open offer is aimed at providing the public shareholders of Manbro Industries an opportunity to sell their shares at the offer price of Rs. 65.00 per share. The Goenka family is taking this step in adherence to SEBI’s regulatory framework, ensuring that the transaction is conducted in a transparent and fair manner.

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