AI assistant
KISAAN PARIVAR INDUSTRIES LIMITED — M&A Activity 2023
Jul 6, 2023
63067_rns_2023-07-06_b184da00-3e4e-4047-919d-8967844fbdf0.pdf
M&A Activity
Open in viewerOpens in your device viewer
Wednesday, July 05, 2023
To, BSE Limited , P.J. Towers, Dalal Street, Mumbai – 400001, Maharashtra, India
Respected Sir/ Madam,
Open offer made by Ms. Rajani Nanavath, for acquisition of up to 22,88,000 Equity Shares representing Subject : 26.00% of the Voting Share Capital of Richirich Inventures Limited from the Public Shareholders of the Target Company.
We would like to inform you that, in accordance with the provisions of Regulation 12 (1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, including subsequent amendments thereto (‘ SEBI (SAST) Regulations ’), we, Swaraj Shares and Securities Private Limited, have been appointed as the Manager to the Offer (‘ Manager ’), by Ms. Rajani Nanavath (‘ Acquirer ’), who has announced an open offer in compliance with the provisions of Regulations 3(1) and 4 and such other applicable regulations of the SEBI (SAST) Regulations for acquisition of up to 22,88,000 (Twenty-Two Lakhs Eighty Eight Thousand) Equity Shares representing 26.00% (Twenty-Six Percent) of the Expanded Voting Share Capital of the Richirich Inventures Limited (‘ Target Company ’) from the Public Shareholders of the Target Company.
This Offer is a triggered in compliance with the provisions of Regulations 3 (1) and 4 of the SEBI (SAST) Regulations pursuant to:
| Sr. No. |
Particulars | Detailed Information | Compliance with Regulation of SEBI (SAST) Regulations |
|---|---|---|---|
| (a) | Preferential Allotment |
Pursuant to the Board Resolution dated Wednesday, July 05, 2023, the Board of the Directors had approved the allotment of 40,00,000 (Forty Lakhs)) Equity Shares, representing 45.46% (Forty-Five-Point Four Six Percent) of the Expanded Voting Share Capital of the Target Company. |
Regulation 3(1) and 4 of SEBI (SAST) Regulations |
| (b) | Execution of the Share Purchase Agreement |
The execution of the Share Purchase Agreement dated Wednesday, July 05, 2023, in pursuance of which the Acquirer has agreed to acquire 11,51,994 (Eleven Lakhs Fifty- One Thousand Nine Hundred and Ninety-Four) Equity Shares, representing 24.00% (Twenty Four Percent) of the Pre-Preferential Issue Paid-up Share Capital of the Target Company from the Promoter Sellers. |
In this regard in compliance with the provisions of Regulations 13, 14, 15, and such other applicable provisions and in accordance with the requirements under the SEBI (SAST) Regulations, please find attached herewith the copy of the Public Announcement submitted to Securities and Exchange Board of India.
We hope your good self will find the above in order and we request you to kindly upload the Public Announcement on your website at the earliest.
Thanking you, Yours faithfully, For Swaraj Shares and Securities Private Limited
PANKITA PATEL Digitally signed by PANKITA PATEL Date: 2023.07.05 21:33:09 +05'30'
Ms. Pankita Patel (Director) Encl.: As above
PUBLIC ANNOUNCEMENT UNDER THE PROVISIONS OF REGULATIONS 3(1), AND 4 READ WITH REGULATIONS 13 (1), 14, AND 15 (1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO
FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF RICHIRICH INVENTURES LIMITED
Open Offer for acquisition of up to 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand) fully paid-up equity shares of face value of ₹5.00/- (Rupees Five Only) each, representing 26.00% (Twenty-Six Percent) of the Expanded Voting Share Capital of Richirich Inventures Limited, at an offer price of ₹7.00/- (Rupees Seven Only) per Equity Share, to the Public Shareholders of the Target Company, by Ms. Rajani Nanavath, the Acquirer, pursuant to and in compliance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, as amended.
This Public Announcement is being issued by Swaraj Shares and Securities Private Limited, the Manager to the Open Offer, for and on behalf of the Acquirer to the Public Shareholders of the Target Company pursuant to, and in compliance with the provisions of Regulations 3(1), and 4 read with Regulations 13, 14, and 15(1) and other applicable provisions of the SEBI (SAST) Regulations (‘Public Announcement’).
1) DEFINITIONS AND ABBREVIATIONS
For the purpose of this Public Announcement, the following terms have the meanings assigned to them below:
‘Acquirer’ for the purpose of this Offer is Ms. Rajani Nanavath, d/o Mr. Koteru Seshireddy, aged 35 years, Indian Resident, bearing Permanent Account Number ‘CEUPK7679K’ under the Income Tax Act, 1961, resident at 3-167, Savabanda Thanda, Polkampally, Doulathabad Mandal, Polkampalle, Mahabubnagar - 509336, Telangana, India.
‘Agreements’ collectively refers to the Share Purchase Agreement and the Share Subscription Agreement.
‘BSE’ is the abbreviation for BSE Limited is one of the stock exchanges, where presently the Equity Shares of the Target Company are listed.
‘Board of Directors’ the Board of Directors of the Target Company.
‘CIN’ is the abbreviation for the term Corporate Identification Number issued under the provisions of the Companies Act, 1956/ 2013, and the rules made thereunder.
‘Equity Shares’ shall mean the fully paid-up equity shares of the face value of ₹5.00/- (Rupees Five Only) each.
‘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 this Offer. This includes the existing 48,00,000 (Forty-Eight Lakhs) existing paid-up Equity Shares of the Target Company, and the proposed Preferential Issue of 40,00,000 (Forty Lakhs) Equity Shares of the Target Company, aggregating to 88,00,000 (Eighty-Eight Lakhs) Equity Shares of the Target Company post-Preferential allotment.
‘Identified Date’ means the date falling on the 10[th] (Tenth) Working Day prior to the commencement of the Tendering Period for the Offer to determine the Public Shareholders to whom the Letter of Offer shall be sent. It is clarified that all the Public Shareholders (registered or unregistered) who own Equity Shares are eligible to participate in this Offer at any time before the expiry of the Tendering Period.
‘ISIN’ is the abbreviation for International Securities Identification Number.
‘Issue Price’ means a price of ₹6.00/- (Rupees Six Only) per Preferential Share.
‘Negotiated Price’ means a price of ₹6.50/- (Six Rupees and Fifty paise Only) per Sale Share.
‘Offer Documents’ means this Public Announcement, and the Detailed Public Statement, Draft Letter of Offer, Letter of Offer, Recommendation of the Committee of the Independent Directors of the Company, Pre-Offer Cum Corrigendum to Detailed Public Statement, and Post Offer Public Announcement, and any other notices, advertisements, and corrigendum issued by or on behalf of the Manager.
‘Offer Period’ means period from the date of entering into an agreement, to acquire the Sale Shares, and Voting Share Capital in, or control over the Target Company or being the date on which the Public Announcement was issued by the Acquirer, i.e. Wednesday, July 05, 2023, and the date on which the payment of consideration to the Public Shareholders whose Equity Shares are validly accepted in this Offer, is made, or the date on which this Offer is withdrawn, as the case may be.
‘Offer Price’ means a price of ₹7.00/- (Rupees Seven Only) per Offer Share.
‘Offer Shares’ consists of 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand), representing 26.00% (Twenty-Six Percent) of the Expanded Voting Share Capital of the Target Company, for which the Acquirer has given this Open Offer.
‘PAN’ is the abbreviation for Permanent account number allotted under the Income Tax Act, 1961.
‘Public Announcement’ means the Public Announcement dated Wednesday, July 05, 2023, issued in accordance and compliance with the provisions of Regulations 3(1), and 4 read with Regulations 13 (1), 14, and 15 (1) of the SEBI (SAST) Regulations.
‘Pre-Preferential Issue Equity Share Capital’ means the paid-up Equity Share Capital of the Target Company prior to the Preferential Issue of Equity Shares consisting of 48,00,000 (Forty-Eight Lakhs) Equity Shares of the Target Company.
‘Preferential Allotment’ means the preferential issue of 40,00,000 (Forty Lakhs) Equity Shares of the Target Company to the Acquirer, as approved by the Board of Directors of the Target Company at their meeting held on Wednesday, July 5, 2023, subject to the approval of the members and other regulatory approvals, if any.
‘Promoters’ means the existing promoters of the Target Company, in accordance with the provisions of Regulations 2 (1) (s), and 2 (1) (t) of the SEBI (SAST) Regulations, read with Regulations 2 (1) (oo) and 2 (1) (pp) of the SEBI (ICDR) Regulations, in this case, namely being, Mrs. Renu Ashok Jain, Mr. Ashokkumar Annraj Jain, Mr. Manoj Jain, M/s. Kalpesh Jain HUF, Ms. Krutika Mehta, Mrs. Shivani Kalpesh Jain, M/s Ashok Jain HUF, Ms. Harsha Jawaharlal Jain, Mr. Rajul Jawahar Jain, Mr. Kalpesh Ashok Jain, Mr. Vaibhav Manoj Jain and M/s Pusa Investments Private Limited.
‘Promoter Sellers’ are the existing Promoters of the Target Company who are undertaking the sale of Sale Shares to the Acquirer, in this case , being Mrs. Renu Ashok Jain, Mr. Ashokkumar Annraj Jain, Mr. Manoj Jain, M/s. Kalpesh Jain HUF, Ms. Krutika Mehta, Mrs. Shivani Kalpesh Jain, M/s Ashok Jain HUF, Ms. Harsha Jawaharlal Jain, Mr. Rajul Jawahar Jain, Mr. Kalpesh Ashok Jain, Mr. Vaibhav Manoj Jain and M/s Pusa Investments Private Limited.
‘Public Shareholders’ are the equity shareholders of the Target Company other than (i) the parties to the Share Purchase Agreement, (ii) the Promoters and members of the Promoter Group of the Target Company, and (iii) persons deemed to be acting in concert with parties at (i), and (ii) for undertaking the sale of the Sale Shares of the Target Company in compliance with the provisions of Regulation 7(6) of the SEBI (SAST) Regulations.
‘Sale Shares’ means 11,51,994 (Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninety-Four) Equity Shares, representing 24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital of the Target Company.
‘Share Purchase Agreement’ means the share purchase agreement dated Wednesday, July 5, 2023, executed between the Acquirer and the Promoter Sellers, pursuant to which the Acquirer has agreed to acquire 11,51,994 (Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninety-Four) Equity Shares, representing 24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital of the Target Company from the Promoter Sellers at a negotiated price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-Nine Thousand Two Hundred and Sixty-One Only).
‘Share Subscription Agreement’ means the share subscription agreement dated Wednesday, July 05, 2023, executed between the Acquirer and the Target Company, pursuant to which the Acquirer has agreed to acquire 40,00,000 (Forty Lakhs) Equity Shares of the Target Company, representing 45.46% (Forty Five point Four Six Percent) of the Expanded Voting Share Capital of the Target Company from the Promoter Sellers at an issue price of ₹6.00/- (Rupees Six Only) per Preferential Share, aggregating to an amount of ₹2,40,00,000.00/- (Rupees Two Crores Forty Lakhs Only) subject to the approval of the members and other regulatory approvals, if any.
‘SCRR’ is the abbreviation for Securities Contract (Regulation) Rules, 1957, as amended.
‘SEBI’ is the abbreviation for Securities and Exchange Board of India.
‘SEBI Act’ is the abbreviation for Securities and Exchange Board of India Act, 1992, and subsequent amendments thereto.
‘SEBI (LODR) Regulations’ is the abbreviation for Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subsequent amendment thereto.
‘SEBI (SAST) Regulations’ is the abbreviation for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof.
‘Target Company’ or ‘RICHIRICH’ refers to ‘Richirich Inventures Limited’, a public limited company incorporated on March 07, 1986, under the provisions of the Companies Act, 1956, bearing CIN ‘L65990MH1986PLC039163’, with its registered office located At A-1 Ground Floor, Emperor Court Church View Yashwant Nagar, Vakola, Santacruz (East), Mumbai – 400055, Maharashtra, India.
‘Tendering Period’ shall have the meaning ascribed to it under Regulation 2(1) (za) of the SEBI (SAST) Regulations.
‘Underlying Transactions’ refers to the terms and conditions agreed under the Share Purchase Agreement transaction as well as the Share Subscription Agreement transaction.
‘Working Day’ shall have the meaning ascribed to it under Regulation 2(1) (zf) of the SEBI (SAST) Regulations.
2) OFFER DETAILS
| Offer Size | Up to 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand), representing 26.00% (Twenty-Six Percent) of the Expanded Voting Share Capital of the Target Company, subject to the terms and conditions in this Public Announcement, and the Offer Documents that are proposed to be issued in accordance with the SEBI (SAST) Regulations. |
|
|---|---|---|
| Offer Price / Consideration |
The Offer is being made at a price of ₹7.00/- (Rupees Seven Only) per Offer Share. The Equity Shares of the Target Company are frequently traded in accordance with the provisions of Regulation 2 (1) (j) of the SEBI (SAST) Regulations, and hence the Offer Price has been determined in accordance with the parameters prescribed under Regulation 8 of the SEBI (SAST) Regulations. Assuming full acceptance under this Offer, the aggregate consideration payable to the Public Shareholders in accordance with the SEBI (SAST) Regulations will be ₹1,60,16,000.00/- (Rupees One Crore Sixty Lakhs and Sixteen Thousand Only). |
|
| Mode of Payment |
The Offer Price of ₹ 7.00/- (Rupees Seven Point Zero Only) per Offer Share will be paid in cash by the Acquirer in accordance with the provisions of Regulation 9 (1) (a) of the SEBI (SAST) Regulations in accordance with the terms and conditions mentioned in this Public Announcement and to be set out in the Offer Documents proposed to beissuedinaccordance withthe SEBI(SAST)Regulations. |
|
| Type of Offer | This Offer is a triggered mandatory open offer in compliance with the provisions of Regulations 3 (1), and 4 of the SEBI(SAST)Regulations pursuant to: Sr. No. Particulars Detailed Information (a) Execution of the Share Purchase Agreement The execution of the Share Purchase Agreement dated Wednesday, July 05, 2023, in pursuance of which the Acquirer has agreed to 11,51,994 (Eleven Lakhs Fifty- One Thousand Nine Hundred and Ninety-Four) Equity Shares, representing 24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital of the Target Company from the Promoter Sellers at a negotiated price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-NineThousandTwoHundred and Sixty-One Only). (b) Execution of the Share Subscription Agreement The execution of the Share Subscription Agreement dated Wednesday, July 05, 2023, in pursuance of which the Acquirer has agreed to acquire 40,00,000 (Forty Lakhs) Equity Shares of the Target Company, representing 45.46% (Forty-Five point Four Six Percent) of the Expanded Voting Share Capital of the Target Company from the Promoter Sellers at an issue price of ₹6.00/- (Rupees Six Only) per Preferential Share, aggregating to an amount of ₹2,40,00,000.00/- (Rupees Two Crores Forty Lakhs Only) subject to the approval of the members and other regulatory approvals, if any. As on the date of this Public Announcement, the Acquirer does not hold any Equity Shares of the Target Company |
3) TRANSACTIONS WHICH HAVE TRIGGERED THE OFFER OBLIGATIONS (UNDERLYING TRANSACTION)
| Type of Transaction (direct/ indirect) |
Type of Transaction (direct/ indirect) |
Preferential Issue pursuant to | Preferential Issue pursuant to | Preferential Issue pursuant to | the Share Subscription Agreement and execution of Share Purchase Agreement |
the Share Subscription Agreement and execution of Share Purchase Agreement |
|
|---|---|---|---|---|---|---|---|
| Mode of Transaction (Agreement/ Allotment/ Market purchase) |
Sr. No. |
Particulars | Detailed Information | ||||
| (c) | Execution of the Share Purchase Agreement |
The execution of the Share Purchase Agreement dated Wednesday, July 05, 2023, in pursuance of which the Acquirer has agreed to 11,51,994 (Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninety-Four) Equity Shares, representing 24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital of the Target Company from the Promoter Sellers at a negotiated price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-NineThousandTwoHundred and Sixty-One Only). |
|||||
| (d) | Execution of the Share Subscription Agreement |
The execution of the Share Subscription Agreement dated Wednesday, July 05, 2023, in pursuance of which the Acquirer has agreed to acquire 40,00,000 (Forty Lakhs) Equity Shares of the Target Company, representing 45.46% (Forty-Five point Four Six Percent) of the Expanded Voting Share Capital of the Target Company from the Promoter Sellers at an issue price of ₹6.00/- (Rupees Six Only) per Preferential Share, aggregating to an amount of ₹2,40,00,000.00/- (Rupees Two Crores Forty Lakhs Only) subject to the approval of the members and other regulatory approvals,ifany. |
|||||
| Equity Shares / Voting rights acquired/ proposed to be Acquired |
Number of Equity Shares |
Sr. No. |
Particulars | Detailed Information | |||
| (a) | Execution of the Share PurchaseAgreement |
11,51,994 (Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninety-Four)Equity Shares |
|||||
| (b) | Execution of the Share Subscription Agreement |
40,00,000 (Forty Lakhs) Equity Shares | |||||
| % vis-à- vis Total Expanded Voting Share Capital |
Sr. No. |
Particulars | Detailed Information | ||||
| (a) | Execution of the Share Purchase Agreement |
24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital |
|||||
| (b) | Execution of the Share Subscription Agreement |
45.46% (Forty-Five point Four Six Percent) of the Expanded Voting Share Capital |
|||||
| Total Consideration for Equity Shares / Voting Rights acquired |
Sr. No. |
Particulars | Detailed Information | ||||
| (c) | Execution of the Share Purchase Agreement |
Negotiated Price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-Nine Thousand Two Hundred and Sixty-One Only) |
|||||
| (d) | Execution of the Share Subscription Agreement |
Issue Price of ₹6.00/- (Rupees Six Only) per Preferential Share, aggregating to an amount of ₹2,40,00,000.00/- (Rupees Two CroresFortyLakhs Only) |
|||||
| Mode of payment (Cash/ securities) |
Cash | ||||||
| Specific Regulation of SEBI (SAST) Regulations which has triggered |
Regulations 3, and 4 of the SEBI (SAST) Regulations |
Note:
Since, the Acquirer has entered into a Agreements to acquire voting rights aggregating to 58.55% (Fifty-Eight point Five Five Percent) of the Expanded Voting Share Capital and control over the Target Company, this Offer is being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations. Pursuant to the consummation of the Underlying Transactions and subject to
compliance with the SEBI (SAST) Regulations, the Acquirer will acquire control over the Target Company and shall become the Promoter of the Target Company including in accordance with the provisions of SEBI (LODR) Regulations.
Upon completion of the Offer, the existing Promoter Sellers shall cease to be the Promoters of the Target Company and the Acquirer shall be the new promoter of the Target Company, subject to compliance with conditions specified in Regulation 31A of the SEBI (LODR) Regulations.
The Acquirer does not have an intention to delist the Target Company pursuant to this Open Offer.
- 4) DETAILS OF THE ACQUIRER ~~AND PACs~~
| DETAILS | DETAILS | DETAILS | DETAILS | ACQUIRER | TOTAL |
|---|---|---|---|---|---|
| Name of the Acquirer | ~~/ PAC~~ | Ms. Rajani Nanavath | -- | ||
| Address of the Acquirer | ~~/ PAC~~ | 3-167, SavabandaThanda, Polkampally, Doulathabad Mandal, Polkampalle, Mahabubnagar - 509336, Telangana, India |
-- | ||
| PAN | CEUPK7679K | ||||
| Name(s) of persons in control /promoters of Acquirer/~~PACs w~~here Acquirer/~~PAC~~ are companies |
N.A. | -- | |||
| Name of the Group, if any, to which the Acquirer/PAC belongs to |
None | -- | |||
| Pre-Transaction shareholding as on the date of the Public Announcement (A) |
Number of Equity Shares |
Nil | Nil | ||
| % of total existing Equity Share Capital/ Expanded Voting Share **Capital ** |
|||||
| Proposed shareholding post- consideration of the allotment of the Preferential Shares (B) |
Number of Equity Shares |
40,00,000 (FortyLakhs) |
40,00,000 (FortyLakhs) |
||
| % of total Expanded Voting Share Capital |
45.46% (Forty-Five Point Four Six Percent) |
45.46% (Forty-Five Point Four Six Percent) |
|||
| Proposed shareholding after the acquisition of Sale Shares which triggered the Open Offer (C) |
Number of Equity Shares |
11,51,994 (Eleven Lakhs Fifty-One Thousand NineHundred and Ninety-Four) |
11,51,994 (Eleven Lakhs Fifty-One Thousand NineHundred and Ninety-Four) |
||
| % of total existing Equity Share Capital/ Expanded Voting Share Capital |
24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital |
24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital |
|||
| Proposed shareholding after the acquisition of Offer Shares (D) (*Assuming full acceptance in this Offer) |
Number of Equity Shares |
22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand) |
22,88,000 (Twenty-Two Lakhs Eighty Eight Thousand) |
||
| % of Expanded Voting Share Capital |
26.00% (Twenty-Six Percent) |
26.00% (Twenty-Six Percent) |
|||
| Post transaction holding (A+B+C+D*) (*Assuming full acceptance in this Offer) |
Number of Equity Shares |
74,39,994 (Seventy-Four Lakhs Thirty-Nine Thousand Nine Hundred and Ninety- Four) |
74,39,994 (Seventy-Four Lakhs Thirty-Nine Thousand Nine Hundred and Ninety- Four) |
||
| % of Expanded Voting Share **Capital ** |
84.55% (Eighty-Four-point Five Five Percent) |
84.55% (Eighty-Four-point Five Five Percent) |
| DETAILS | ACQUIRER | TOTAL |
|---|---|---|
| Any other interest in the Target Company |
Except for the specified interest, the Acquirer does not have any other relations or interest with the Target Company: (a) Proposed allottee in pursuance of the Preferential Allotment pursuant to the execution of the Share Subscription Agreement; (b) Proposed to be a promoter in pursuance of the execution of the Share Purchase Agreement. |
Notes :
-
(a) No person is acting in concert with the Acquirer for the purposes of this Offer. While persons may be deemed to be acting in concert with the Acquirer in terms of Regulation 2(1)(q)(2) of the SEBI (SAST) Regulations (‘Deemed PACs’) , however, such Deemed PACs are not acting in concert with the Acquirer for the purposes of this Offer, within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations.
-
(b) In terms of the Agreements, and pursuant to this Offer, the public shareholding in the Target Company shall not fall below the minimum public shareholding under Rule 19A of the SCRR.
5) DETAILS OF THE SELLING SHAREHOLDERS
| Name | Part of Promoter / Promoter Group (Yes/ No) |
Permanent Account Number (PAN) |
Details of Equity Shares /voting rights held by the Seller Promoter | Details of Equity Shares /voting rights held by the Seller Promoter | Details of Equity Shares /voting rights held by the Seller Promoter | Details of Equity Shares /voting rights held by the Seller Promoter | Details of Equity Shares /voting rights held by the Seller Promoter |
|---|---|---|---|---|---|---|---|
| Pre-Share Purchase Agreement transaction | Post-Share Purchase **transaction ** |
||||||
| Number of Equity Shares |
% of Pre- Preferential Issue Paid- Up Share **Capital ** |
% of Equity and the Expanded Voting Shareholding |
Number of Equity Shares |
% of Equity Shareho lding |
|||
| Ms.RenuAshokJain | Yes | ABCPJ8358D | 3,49,317 | 7.28% | 3.97% | Nil | |
| Mr. Ashokkumar Annraj Jain |
Yes | AAAPJ7093E | 2,43,229 | 5.07% | 2.76% | Nil | |
| Mr.Manoj Jain | Yes | AAAHM1854Q | 35,511 | 0.74% | 0.40% | Nil | |
| M/sKalpeshJain HUF | Yes | AAKHK0859F | 29,957 | 0.62% | 0.34% | Nil | |
| Ms.KrutikaMehta | Yes | AHZPJ1056B | 87,550 | 1.82% | 0.99% | Nil | |
| Ms. Shivani KalpeshJain | Yes | AQSPM5461D | 25,397 | 0.53% | 0.29% | Nil | |
| M/sAshokJain HUF | Yes | AAAHA0847D | 1,97,526 | 4.12% | 2.25% | Nil | |
| Ms. Harsha Jawaharlal Jain |
Yes | AGBPJ2435P | 400 | 0.01% | 0.00% | Nil | |
| Mr.RajulJawaharJain | Yes | ADYPJ1724D | 300 | 0.01% | 0.00% | Nil | |
| Mr.Kalpesh AshokJain | Yes | AFJPJ7698M | 79,706 | 1.66% | 0.91% | Nil | |
| Mr. VaibhavManoj Jain | Yes | ANCPJ0739N | 6,850 | 0.14% | 0.08% | Nil | |
| M/s Pusa Investments PrivateLimited |
Yes | AAACP2109A | 96,251 | 2.01% | 1.09% | Nil | |
| **Total ** | **11,51,994 ** | 24.00% | 13.09% | Nil |
6) TARGET COMPANY
| Name | Richirich InventuresLimited |
|---|---|
| Registered Office | A-1 Emperor Court, Ground Floor, Yashwant Nagar, Vakola, Mumbai - 400055, Maharashtra,India |
| Scrip Code for BSE Limited | 519230 |
| Scrip ID for BSE Limited | RICHIRICH |
| ISIN | INE102C01020 |
| PAN | AAACR2938P |
7) OTHER DETAILS REGARDING THE OFFER
-
(a) This Public Announcement is made in compliance with Regulations 13 (1) of the SEBI (SAST) Regulations. The Acquirer accepts full responsibility for the information contained in this Public Announcement.
-
(b) The Detailed Public Statement to be issued pursuant to this Public Announcement in accordance with Regulations 13(4), 14(3), and 15 (2) and other applicable regulations of the SEBI (SAST) Regulations shall be published in newspapers, within 5 (Five) Working Days of this Public Announcement, i.e., on or before Wednesday, July 12, 2023. The Detailed Public Statement shall, inter alia, contain details of the Offer including the detailed information of the Offer Price, the Acquirer, the Target Company, background to the Offer, statutory approvals required for this Offer, details of financial arrangements, and such other terms and conditions as applicable to this Offer.
-
(c) The Acquirer accepts full responsibility for the information contained in this Public Announcement.
-
(d) The Acquirer has given an undertaking that she is aware of and will comply with, the obligations under the SEBI (SAST) Regulations and has adequate financial resources to meet the obligations under the SEBI (SAST) Regulations for the purpose of the Offer.
-
(e) The Offer is not conditional upon any minimum level of acceptance in accordance with Regulation 19(1) of the SEBI (SAST) Regulations.
-
(f) The Offer is not a competing offer in accordance with Regulation 20 of the SEBI (SAST) Regulations.
-
(g) All the information pertaining to the Target Company in this Public Announcement has been obtained from publicly available sources or provided by the Target Company and the accuracy thereof related to all has not been independently verified by the Manager.
-
(h) In this Public Announcement, all references to Re./ Rs. are references to the Indian Rupees.
Issued by the Manager to the Open Offer on Behalf of the Acquirer
==> picture [143 x 45] intentionally omitted <==
Swaraj Shares and Securities Private Limited
Principal Place of Business: 304, A Wing, 215 Atrium, Near Courtyard Marriot, Andheri Kurla Road, Andheri East, Mumbai – 400093, Maharashtra, India
Contact Number: +91-22-69649999
Email Address: [email protected]
Website: www.swarajshares.com
Investor grievance Email Address: [email protected]
Contact Person: Mr. Tanmoy Banerjee/ Ms. Pankita Patel SEBI Registration Number: INM000012980
CIN: U51101WB2000PTC092621
Place: Mumbai
Date: Wednesday, July 05, 2023
On behalf of all the Acquirer Sd/Ms. Rajani Nanavath