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Kolte-Patil Developers Ltd M&A Activity 2025
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M&A Activity
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To, The Assistant Manager, National Stock Exchange of India Limited Listing Department, 'Exchange Plaza', Bandra Kurla Complex, Bandra (East), Mumbai – 400051
To, The General Manager, BSE Limited, Corporate Relationship Department, 1st floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001
Date: 13 March 2025
ISIN: Equity: INE094I01018 and Debt: INE094I07049, INE094I07064 and INE094I07072
Ref: NSE Symbol and Series: KOLTEPATIL and EQ
BSE Code and Scrip Code - Equity: 9624 and 532924 BSE Security Code and Security Name – Debt: 974771 and KPDLZC33 BSE Security Code and Security Name – Debt: 975276 and KPDL221223 BSE Security Code and Security Name – Debt: 976030 and 0KPDL34
Dear Sir/Madam,
Subject: Disclosure under Regulation 30 and 51 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
The Company is in receipt of a copy of a public announcement dated 13 March 2025 ("Public Announcement") issued by JM Financial Limited, in respect of an open offer made by BREP Asia III India Holding Co VII Pte. Ltd (the "Acquirer") along with and Blackstone Real Estate Partners Asia III L.P. ("PAC 1") and Blackstone Real Estate Partners (Offshore) X.TE-F (AIV) L.P. ("PAC 2"), and together with PAC 1 ("PACs"), to the public shareholders of the Company, pursuant to applicable regulations under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. A copy of the Public Announcement is enclosed for your reference and records. Request you to disseminate the said information on your website.
We request you to take this on record.
Thanking you,
Yours faithfully
For Kolte-Patil Developers Limited
VINOD EKNATH PATIL Digitally signed by VINOD EKNATH PATIL Date: 2025.03.13 22:22:44 +05'30'
Vinod Patil Company Secretary and Compliance Officer Membership No. A13258
Encl: A/a
KOLTE-PATIL DEVELOPERS LTD.
CIN: L45200PN1991PLC129428
Pune Regd. Office: 8th Floor, City Bay, CTS NO. 14 (P), 17 Boat Club Road, Pune-411 001, Maharashtra India. Tel.: +91 20 6742 9200 Bangalore Office: 121, The Estate Building, 10th floor, Dickenson Road, Bangalore 560042, India. Tel.: 080- 4662 4444 / 2224 3135/ 2224 2803 Web.: www.koltepatil.com Email id: [email protected]
PUBLIC ANNOUNCEMENT UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATIONS 13, 14 AND 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED,
FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF KOLTE-PATIL DEVELOPERS LIMITED
Open offer for acquisition of up to 2,30,56,825 (two crore thirty lakh fifty six thousand eight hundred and twenty five only) fully paid-up equity shares having a face value of INR 10/- (Indian Rupees ten only) each ("Equity Shares") of Kolte-Patil Developers Limited ("Target Company"), representing 26.00% (twenty six percent) of the Emerging Voting Capital (as defined below) from the Public Shareholders (as defined below) of the Target Company by BREP Asia III India Holding Co VII Pte. Ltd. ("Acquirer") together with Blackstone Real Estate Partners Asia III L.P. ("PAC 1") and Blackstone Real Estate Partners (Offshore) X.TE-F (AIV) L.P. ("PAC 2", and together with PAC 1, "PACs") in their capacity as persons acting in concert with the Acquirer ("Open Offer" or "Offer").
This public announcement ("Public Announcement" or "PA") is being issued by JM Financial Limited, the manager to the Offer ("Manager to the Open Offer"), for and on behalf of the Acquirer and the PACs, to the Public Shareholders of the Target Company, pursuant to and in compliance with Regulations 3(1) and 4 read with Regulations 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 ("SEBI (SAST) Regulations").
For the purpose of this Public Announcement, the following terms shall have the meanings assigned to them below:
- (a) "Emerging Voting 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. This includes 1,26,75,685 Equity Shares to be allotted by the Target Company to the Acquirer in terms of the SSA (as defined below), subject to the approval of the shareholders of the Target Company and other statutory/ regulatory approvals, if any;
- (b) "Public Shareholders" shall mean all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, other than: (i) the Acquirer and the PACs, (ii) the parties to the underlying SPA (as defined below), SSA (as defined below) and SHA (as defined below), and (iii) persons deemed to be acting in concert with the persons set out in (i) and (ii), pursuant to and in compliance with the SEBI (SAST) Regulations;
- (c) "Required Statutory Approval" shall mean the approval of the Competition Commission of India under the Competition Act, 2002 (as amended), required for the consummation of the underlying transaction contemplated in the SPA, SSA, SHA and the Open Offer;
- (d) "SEBI" shall mean the Securities and Exchange Board of India; and
-
(e) "Sellers" or "Existing Promoters" shall mean (1) Rajesh Anirudha Patil ("Seller 1"); (2) Naresh Anirudha Patil ("Seller 2"); (3) Milind Digambar Kolte ("Seller 3"); (4) Sunita Rajesh Patil ("Seller 4"); (5) Vandana Naresh Patil ("Seller 5"); (6) Sunita Milind Kolte ("Seller 6"); (7) Yashvardhan Rajesh Patil ("Seller 7"); (8) Ankita Rajesh Patil ("Seller 8"); (9) Harshavardhan Naresh Patil ("Seller 9"); and (10) Priyanjali Naresh Patil ("Seller 10");
-
(f) "Tendering Period" has the meaning ascribed to it under the SEBI (SAST) Regulations;
- (g) "Working Day" shall mean a working day of SEBI.
1. Offer Details
| Offer size | The Acquirer and the PACs hereby make this Open Offer to the Public Shareholders to acquire up to 2,30,56,825 (two crore thirty lakh fifty six thousand eight hundred and twenty five only) Equity Shares ("Offer Shares"), constituting 26.00% (twenty six percent) of the Emerging Voting Capital, at a price of INR 329/- (Indian Rupees three hundred and twenty nine only) per Offer Share aggregating to a total consideration of up to INR 758,56,95,425/- (Indian Rupees seven hundred and fifty eight crore fifty six lakh ninety five thousand four hundred and twenty five only) (assuming full acceptance) ("Offer Size"), subject to the receipt of the Required Statutory Approval and 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 ("Letter of Offer") that are proposed to be issued in relation to the Open Offer in accordance with the SEBI (SAST) Regulations. |
|---|---|
| Offer price / consideration |
The Equity Shares of the Target Company are frequently traded in terms of the SEBI (SAST) Regulations. The Open Offer is made at a price of INR 329/- (Indian Rupees three hundred and twenty nine only) per Offer Share ("Offer Price"), which has been determined in accordance with Regulations 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Open Offer, the total consideration payable by the Acquirer in accordance with the SEBI (SAST) Regulations will be INR 758,56,95,425/- (Indian Rupees seven hundred and fifty eight crore fifty six lakh ninety five thousand four hundred and twenty five only). |
| Mode of payment (cash/ security) |
The Offer Price will be paid in cash in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations. |
| Type of Offer | This Open Offer is a mandatory open offer made by the Acquirer and the PACs in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations, pursuant to substantial acquisition of shares, voting rights, and control over the Target Company by the Acquirer, subject to receipt of the Required Statutory Approval. This Open Offer is not conditional upon any minimum level of acceptance as per Regulation 19(1) of the SEBI (SAST) Regulations. This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. |
2. Transaction which has triggered the open offer obligations ("Underlying Transaction")
| Details of the Underlying Transaction | ||||||
|---|---|---|---|---|---|---|
| Type of transaction (direct/ |
Mode of transaction Shares / voting rights (agreement/ allotment/ market purchase) acquired/ proposed to be acquired |
Total consideration for shares /voting rights acquired |
Mode of payment (cash/ |
Regulation which has triggered |
||
| indirect) | Number | % vis a vis total equity / voting capital(1) |
(INR) | securities) | ||
| Direct | (2) Share Purchase Agreement: The Acquirer has entered into a share purchase agreement dated March 13, 2025 with the Sellers and the Target Company ("SPA"), whereby the Acquirer has agreed to acquire an aggregate of 2,27,96,353 (two crore twenty seven lakh ninety six thousand three hundred and fifty three) Equity Shares from the Sellers at a price of INR 329/- (Indian Rupees three hundred and twenty nine only) per Equity Share, subject to and in accordance with the terms and conditions contained in the SPA, including the receipt of the Required Statutory Approval. |
2,27,96,353 | 25.71% | INR 750,00,00,137 | Cash | Regulations 3(1) and 4 of the SEBI (SAST) Regulations |
| Share Subscription Agreement: The board of directors of the Target Company passed a board resolution on March 13, 2025 authorizing the issuance and allotment of 1,26,75,685 (one crore twenty six lakh seventy five thousand six hundred and eighty five) Equity Shares at a price of INR 329/- (Indian Rupees three hundred and twenty nine only) per Equity Share to the Acquirer by way of a |
1,26,75,685 | 14.29% | INR 417,03,00,365 | Cash |
Note:
(1) Calculated as a percentage of the Emerging Voting Capital.
(2) If for any reason the Preferential Allotment does not occur, then the number of Equity Shares to be acquired under the SPA will increase proportionately.
Pursuant to the consummation of the Underlying Transaction (which is conditional upon the Required Statutory Approval) and subject to compliance with the SEBI (SAST) Regulations, the Acquirer will acquire and exercise joint control over the Target Company along with the Existing Promoters and be classified as a promoter of the Target Company in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). The Acquirer does not have an intention to delist the Target Company pursuant to this Open Offer.
3. Acquirer/ PACs
| Details | Acquirer(1) | PAC 1(1) | PAC 2(1) | Total |
|---|---|---|---|---|
| Name of Acquirer / PACs |
BREP Asia III India Holding | Blackstone Real Estate |
Blackstone Real Estate |
- |
| Co VII Pte. Ltd. | Partners Asia III L.P. | Partners (Offshore) X.TE-F | ||
| (AIV) L.P. | ||||
| Address | 3 Church Street, #30-01 | C/o Blackstone Inc., 345 | C/o Blackstone Inc., 345 | - |
| Samsung Hub, Singapore | Park Avenue, New York, | Park Avenue, New York, | ||
| 049483 | New York 10154 | New York 10154 | ||
| Name(s) of persons in control/ | The Acquirer is a private | PAC 1 is an exempted | PAC 2 is an exempted | - |
| promoters of Acquirer / PACs |
limited company |
limited partnership |
limited partnership |
|
| where Acquirer / PACs are |
incorporated under the | controlled by its general | controlled by its general | |
| companies | laws of Singapore. | partner, Blackstone Real | partner, Blackstone Real | |
| Estate Associates Asia III | Estate Associates |
|||
| The PACs are the indirect | L.P. | (Offshore) X L.P. | ||
| shareholders of and |
||||
| control the Acquirer. | BREP Asia III L.L.C. is the | BREP X (Offshore) GP L.P. is | ||
| general partner of Blackstone Real Estate |
the general partner of Blackstone Real Estate |
|||
| Associates Asia III L.P. | Associates (Offshore) X L.P. | |||
| Name of the Group, if any, to | PAC 1 is a part of BREP Asia | PAC 2 is a part of BREP X. | - | |
| which the Acquirer / PACs | The Acquirer is a part of | III. | ||
| belongs to | BREP Asia III and BREP X. |
|||
| Pre- transaction shareholding |
Nil | Nil | Nil | - |
| • Number |
||||
| • % of total share capital |
||||
| Proposed shareholding after | 3,54,72,038 Equity |
Nil | Nil | 3,54,72,038 Equity |
| the acquisition of shares which | Shares constituting |
Shares constituting |
||
| triggered the Open Offer |
40.00% of the Emerging | 40.00% of the Emerging | ||
| (excluding shares to be |
Voting Capital | Voting Capital | ||
| acquired in the Open Offer) | ||||
| Proposed shareholding after | Up to 5,85,28,863 Equity | Nil | Nil | Up to 5,85,28,863 Equity |
| the acquisition of shares |
Shares constituting up to | Shares constituting up to |
| (including Offer Shares, assuming full acceptance) which triggered the Open Offer |
66.00% of the Emerging Voting Capital |
66.00% of the Emerging Voting Capital |
||
|---|---|---|---|---|
| Any other interest in the Target Company |
None | None | None | - |
Note:
(1) Other than the PACs, no other persons are acting in concert with the Acquirer for the purposes of this Open Offer.
(2) As per Regulation 38 of the SEBI (LODR) Regulations read with Rule 19A of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), the Target Company is required to maintain at least 25% (twenty-five per cent) public shareholding, as determined in accordance with the SCRR, on a continuous basis for listing. If as a result of acquisition of Equity Shares pursuant to the Underlying Transaction and/or the Open Offer, the public shareholding in the Target Company falls below the minimum public shareholding requirement as per SCRR and the SEBI (LODR) Regulations, then the Sellers have agreed to take necessary steps to bring down their shareholding in order to ensure that the Target Company satisfies the minimum public shareholding requirements, within the time prescribed under applicable law, in accordance with the SHA.
4. Details of Sellers (i.e., selling shareholders under the SPA)
| Name Part of Details of Equity Shares/ voting rights held by the selling shareholder |
|||||
|---|---|---|---|---|---|
| promoter | Pre-transaction | Post-transaction | |||
| group | Number of Equity Shares | %(1) | Number of Equity | %(1) | |
| Shares | |||||
| Rajesh Anirudha Patil | Yes | 1,43,45,965 | 16.18% | 99,81,506 | 11.26% |
| Naresh Anirudha Patil | Yes | 1,11,29,160 | 12.55% | 57,94,813 | 6.53% |
| Milind Digambar Kolte | Yes | 64,42,156 | 7.26% | 39,80,150 | 4.49% |
| Sunita Rajesh Patil | Yes | 16,53,251 | 1.86% | 500 | Negligible |
| Vandana Naresh Patil | Yes | 11,31,380 | 1.28% | 500 | Negligible |
| Sunita Milind Kolte | Yes | 47,79,509 | 5.39% | 23,17,503 | 2.61% |
| Yashvardhan Rajesh Patil | Yes | 50,00,000 | 5.64% | 49,99,500 | 5.64% |
| Ankita Rajesh Patil | Yes | 1,027 | 0.00% | 500 | Negligible |
| Harshavardhan Naresh Patil | Yes | 73,00,000 | 8.23% | 19,11,623 | 2.16% |
| Priyanjali Naresh Patil | Yes | 10,00,000 | 1.13% | 9,99,500 | 1.13% |
| Total | 5,27,82,448 | 59.52% | 2,99,86,095 | 33.81% |
Note:
(1) Calculated as a percentage of the Emerging Voting Capital.
5. Target Company
| Name: | Kolte-Patil Developers Limited |
|---|---|
| CIN: | L45200PN1991PLC129428 |
| Registered Office: | th Floor, City Bay, CTS No. 8 14 (P), 17 Boat Club Road, Pune 411001 |
| Exchanges where listed: | The Equity Shares are listed on BSE Limited (Script Code: 532924) and National Stock Exchange of India Limited (Script |
| Code: KOLTEPATIL). The ISIN of Equity Shares is INE094I01018. |
6. Other details
- 6.1 Further details of the Offer will be set out in the DPS which would be published on or before March 21, 2025 i.e., within five working days of this Public Announcement, in accordance with the SEBI (SAST) Regulations. The DPS shall contain details of the Open Offer including information on the Offer Price, the Acquirer, the PACs, the Target Company, the background to the Offer, the statutory approvals required for the Open Offer, relevant conditions (including conditions precedent) as specified under the SPA, SSA and SHA and details of financial arrangements and other terms of the Open Offer. The DPS will be published, as required by Regulation 14(3) of the SEBI (SAST) Regulations, in all editions of any one English national daily newspaper with wide circulation, any one Hindi national daily newspaper with wide circulation, any one regional language daily newspaper with wide circulation at the place where the registered office of the Target Company is situated i.e., Pune, and any one regional language daily newspaper at the place of the stock exchange where the maximum volume of trading in the Equity Shares was recorded during the 60 (sixty) trading days preceding the date of this Public Announcement i.e. Mumbai.
- 6.2 The Acquirer and the PACs undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations. The Acquirer and the PACs have confirmed that they have adequate financial resources to meet the obligations under the Offer and have made firm financial arrangements for financing the acquisition of the Offer Shares, in terms of the SEBI (SAST) Regulations.
- 6.3 This Open Offer is not conditional upon any minimum level of acceptance as per Regulation 19(1) of the SEBI (SAST) Regulations. This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
-
6.4 This Open Offer is subject to the terms and conditions mentioned in this Public Announcement, and to be set out in the DPS and Letter of Offer that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
-
6.5 The information pertaining to Target Company contained in this Public Announcement has been compiled from the information published or publicly available sources or provided by the Target Company. All the information pertaining to the Sellers contained in this Public Announcement have been obtained from the Sellers.
- 6.6 In this Public Announcement, all references to "Re." and "Rs." and "INR" are references to Indian Rupees and any discrepancy in any amounts as a result of multiplication or totalling is due to rounding off.
Issued by Manager to the Open Offer
JM Financial Limited 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025, India. Tel. No.: +91 22 6630 3030 Fax No.: +91 22 6630 3330 Email ID: [email protected] Contact Person: Ms. Prachee Dhuri SEBI Registration Number: INM000010361
For and on behalf of the Acquirer and the PACs
BREP Asia III India Holding Co VII Pte. Ltd.
Blackstone Real Estate Partners Asia III L.P.
Blackstone Real Estate Partners (Offshore) X.TE-F (AIV) L.P.
Place: Singapore / New York
Date: March 13, 2025