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LCC Infotech Ltd. M&A Activity 2024
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M&A Activity
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Date: July 24, 2024
To,
| BSE Limited, Phirozelejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code: 532019 |
National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Scrip Name: LCC Infotech |
|---|---|
| --------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
Sub: Public Announcement dated July 24, 2024 in relation to the Open Offer of LCC Infotech Limited
We wish to inform you about the enclosed the Public Announcement issued by Saffron Capital Advisors Private Limited ("Manager to the Offer") in relation to the Open Offer to the Eligible Public Shareholders (as defined the Public Announcement) of LCC Infotech Limited.
Kindly take the same on record of your esteemed Exchanges and disseminate it on your website.
Thanking You
Yours Faithfully
Sidharth lakhotia For LCC Infotech Limited LAKHOTIA Digitally signed by SIDHARTH LAKHOTIA Date: 2024.07.24 18:34:09 +05'30'
Director DIN:00057511
| Contact Person | Designation | Contact Number | Email Id |
|---|---|---|---|
| Saurabh Gaikwad | Assistant Manager | +91 2249730394 | [email protected] |
| Sachin Prajapati | Senior Manger | [email protected] |
PUBLIC ANNOUNCEMENT UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATIONS 13, 14 AND 15(1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED
FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF LCC INFOTECH LIMITED
OPEN OFFER FOR ACQUISITION OF UP TO 3,29,14,271 (THREE CRORE TWENTY NINE LAKH FOURTEEN THOUSAND TWO HUNDRED AND SEVENTY ONE) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 2/- EACH ("EQUITY SHARES"), REPRESENTING 26% (TWENTY SIX PERCENT) OF THE VOTING SHARE CAPITAL (AS DEFINED BELOW), OF LCC INFOTECH LIMITED ("TARGET COMPANY"), BY SHREERAM BAGLA ("ACQUIRER 1") AND RACHNA SUMAN SHAW ("ACQUIRER 2") (HEREINAFTER ACQUIRER 1 AND ACQUIRER 2 COLLECTIVELY REFERRED TO AS "ACQUIRERS"), FROM THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF THE TARGET COMPANY, PURSUANT TO AND IN COMPLIANCE WITH REGULATION 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 ("SEBI (SAST) REGULATIONS, 2011") ("OFFER" OR "OPEN OFFER").
THIS PUBLIC ANNOUNCEMENT ("PA") IS BEING ISSUED BY SAFFRON CAPITAL ADVISORS PRIVATE LIMITED, THE MANAGER TO THE OPEN OFFER, FOR AND ON BEHALF OF THE ACQUIRERS, TO THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) 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 PROVISIONS OF THE SEBI (SAST) REGULATIONS, 2011.
For the purpose of this Public Announcement, the following terms have the meanings assigned to them below:
- (a) "Equity Shares" or "Shares" shall mean the fully paid-up equity shares of face value of ₹ 2/- (Rupees Two only) each of the Target Company;
- (b) "Promoter(s) of the Target Company" shall mean Kirti Lakhotia, Sidharth Lakhotia, Pratik Lakhotia, Prashant Lakhotia and Satish Chandra Lakhotia;
- (c) "Public Shareholders" shall mean all the equity shareholders of the Target Company who are eligible to tender their Equity Shares in the Open Offer, except the Acquirers, other member forming part of the Promoter and Promoter Group, the parties to the Share Purchase Agreement and any person deemed to be acting in concert with them, pursuant to and in compliance with the provisions of regulation 7(6) of the SEBI (SAST) Regulations, 2011;
- (d) "SEBI" means the Securities and Exchange Board of India;
- (e) "Sellers"/ "Selling Shareholders" means collectively, Kirti Lakhotia "Seller 1", Sidharth Lakhotia "Seller 2", Pratik Lakhotia "Seller 3" and Prashant Lakhotia "Seller 4";
- (f) "Share Purchase Agreement" or "SPA" shall means the Share Purchase Agreement date July 24, 2024 executed between the Acquirers and the Sellers, pursuant to which the Acquirers have agreed to acquire 5,80,33,582 (Five Crore Eighty Lakh Thirty Three Thousand Five Hundred and Eighty Two) fully paid up Equity Share of the Target Company Constituting 45.84% (Forty Five Point Eighty Four) of Total Voting Share Capital of the Target Company at a price of ₹ 3.51 (Rupees Three Point Fifty One Paise only) per Equity Share.
- (g) "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 Letter of Offer;
- (h) "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 Open Offer; and
- (i) "Working Day" has the same meaning as ascribed to it in the SEBI (SAST) Regulations, 2011, as amended.
1. OFFER DETAILS:
a. Offer Size: The Acquirers hereby make this Open Offer to the Public Shareholders of the Target Company to acquire up to 3,29,14,271 (Three Crore Twenty Nine Lakh Fourteen Thousand Two Hundred and Seventy One) Equity Shares ("Offer Shares"), representing 26% of Voting Share Capital of the Target Company ("Offer Size"), 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, 2011.
- b. Offer Price/Consideration: The Equity Shares of the Target Company are frequently traded in terms of the SEBI (SAST) Regulations, 2011. The Offer is being made at a price of ₹ 3.51 (Rupees Three Point Fifty One Paise only), per Equity Share ("Offer Price") which is determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, 2011. Assuming full acceptance of the Offer, the total consideration payable by the Acquirers under the Offer will be ₹ 11,55,29,091.21/- (Rupees Eleven Crore Fifty Five Lakh Twenty Nine Thousand Ninety One Point Twenty One Paisa Only).
- c. Mode of Payment: The Offer Price is payable in cash by the Acquirers, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations, 2011.
- d. Type of Offer: This Offer is a triggered offer being made by the Acquirers, in compliance with Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011 pursuant to the execution of Share Purchase Agreement ("SPA") entered by and amongst the Acquirers and the Sellers for substantial acquisition of shares, voting rights, and control over the Target Company by the Acquirers.
2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATION ("UNDERLYING TRANSACTION"):
| Details of Underlying Transaction | ||||||
|---|---|---|---|---|---|---|
| Type of Transaction (Direct/ Indirect) |
Mode of Transaction (Agreement/ Allotment/ Market Purchase) |
Equity Shares / Voting rights acquired/ proposed to be acquired Number |
% Voting Share |
Total Consideration for Equity Shares / Voting Rights acquired |
Mode of Payment (Cash/ Securities) |
Regulation which has triggered |
| Direct | Execution of Share Purchase Agreement dated July 24, 2024 ("SPA") by and amongst the Acquirers and the Sellers, for acquisition of 5,80,33,582 (Five Crore Eighty Lakh Thirty Three Thousand Five Hundred and Eighty Two) Equity Shares at a price of ₹ 3.51/- per Equity Shares |
5,80,33,582 | Capital 45.84% |
(in ₹) ₹ 20,36,97,873 (Rupees Two Crore Thirty Six Lakh Ninety Seven Thousand Eight Hundred and Seventy Three) |
Cash | Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 |
Note:
Pursuant to the consummation of the Underlying Transaction and subject to compliance with the SEBI (SAST) Regulations, 2011, the Acquirers will acquire control over the Target Company and shall become the promoters of the Target Company including in accordance with the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015").
Upon completion of the Underlying transaction under SPA, the Sellers shall not hold any Equity Shares of the Target Company and the Sellers shall relinquish the control and management of the Target Company in favor of the Acquirers and be declassified from the promoter category in accordance with the provisions of Regulation 31A of the SEBI (LODR) Regulations, 2015.
3. DETAILS OF THE ACQUIRERS:
| Details | Acquirer 1 | Acquirer 2 | Total | ||
|---|---|---|---|---|---|
| Name of Acquirers | Shreeram Bagla Rachna Suman Shaw |
- | |||
| Residential Address | CF-72, Sec 1, Saltlake, BNCC Block, Bidhannagar (M) North 24, Parganas - 700064., West Bengal. |
Indralok Apartment, 7th Floor, Flat 701, 187 N.S.C. Bose Road, Regent Park, Kolkata - 700040, West Bengal |
- | ||
| Name(s) of persons in control/promoters of Not Applicable being an individual Acquirer |
- | ||||
| Name of the Group, if any, to which the Acquirers belongs to |
The Acquirers do not belong to any Group | - | |||
| Pre Transaction | No. of Equity Shares |
Nil | Nil | Nil | |
| shareholding | % of Voting Share Capital |
0.00% | 0.00% | 0.00% | |
| Proposed shareholding after acquisition of shares which |
No. of Equity Shares |
2,90,16,791 | 2,90,16,791 | 5,80,33,582 | |
| triggered the Open Offer (excluding the shares acquired in the Open Offer) |
% of Voting Share Capital |
22.92% | 22.92% | 45.84% | |
| Any other interest in the Target Company |
None | - |
Note:
There are no persons acting in concert ("PACs") with the Acquirers for the purposes of this Offer. While persons may be deemed to be acting in concert with the Acquirers in terms of Regulation 2(1)(q)(2) of the SEBI (SAST) Regulations, 2011 ("Deemed PACs"), however, such Deemed PACs are not acting in concert with the Acquirers for the purposes of this Offer, within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations, 2011.
In the event the shareholding of the Acquirers in the Target Company, after completion of the Open Offer and the Underlying Transaction exceeds 75% of the equity share capital of the Target Company, the Acquirers shall undertake such actions within the timelines specified under the Securities Contract (Regulation) Rules, 1957 ("SCRR"), as deemed appropriate by the Acquirers, to meet the minimum public shareholding requirements specified under SCRR.
4. DETAILS OF SELLING SHAREHOLDERS:
| Name of the Sellers | Part of Promoter Group (Yes/ No) |
Details of Equity Shares / Voting Rights held by the Selling Shareholders |
|||||
|---|---|---|---|---|---|---|---|
| S. | Pre-Transaction | Post-Transaction | |||||
| No. | No. of Equity Shares |
% vis-à-vis Voting Share Capital |
No. of Equity Shares |
% vis-à vis Voting Share Capital |
|||
| 1. | Kirti Lakhotia | Yes | 3,62,21,235 | 28.61 | Nil | Nil | |
| 2. | Sidharth Lakhotia | Yes | 71,30,000 | 5.63 | Nil | Nil | |
| 3. | Pratik Lakhotia | Yes | 74,88,205 | 5.92 | Nil | Nil | |
| 4. | Prashant Lakhotia | Yes | 71,94,142 | 5.68 | Nil | Nil | |
| Total | 5,80,33,582 | 45.84 | Nil | Nil |
Pursuant to the consummation of the Underlying Transaction (as contemplated under the SPA), subject to compliance with the SEBI (SAST) Regulations, 2011 the Acquirers will acquire control over the Target Company and will become the promoters of the Target Company in accordance with the provisions of the SEBI (LODR) Regulations 2015. Further, pursuant to the consummation of the Underlying Transaction, the Sellers are desirous that they will cease to be the Promoters of the Target Company and to be reclassified as public shareholder in accordance with the procedures contained in the SEBI (LODR) Regulations 2015.
5. TARGET COMPANY:
| Name | : | LCC INFOTECH LIMITED | |
|---|---|---|---|
| Company Identification Number ("CIN") |
: | L72200WB1985PLC073196 | |
| Registered Office | : | P- 16, C.I.T. Road P S Entally, Kolkata- 700014, West Bengal, Tel. No.: +91-33-23570048 Email id: [email protected] Website: www.lccinfotech.in |
|
| Exchange where listed | : | The Equity Shares of the Target Company are presently listed only on BSE Limited ("BSE") (Scrip Code: 532019 and Scrip id: LCCINFOTEC) and National Stock Exchange of India Limited ("NSE") (Symbol: LCCINFOTEC) and the International Securities Identification Numbering ("ISIN") of the Equity Shares of Target Company is INE938A01021. |
6. OTHER DETAILS:
- a. All the details of the Open Offer would be published in the newspapers vide a Detailed Public Statement ("DPS") within five (5) working days of this PA, in compliance with Regulations 13(4) 14(3) of the SEBI (SAST) Regulations, 2011.
- b. The Acquirers have no intention to delist the Equity Shares of the Target Company pursuant to this Open Offer.
- c. The Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations, 2011 and the PA is not being issued pursuant to a competitive offer in terms of Regulation 20 of the SEBI (SAST) Regulations, 2011.
- d. The Acquirers accept full responsibility for the information contained in this PA. The Acquirers undertake that they are aware of and will comply with their obligations as laid down in the SEBI (SAST) Regulations, 2011. The Acquirers 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 Regulation 25(1) of the SEBI SAST Regulations, 2011.
- e. 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. Accordingly, the accuracy of the information has not been independently verified by the Manager to the Open Offer.
- f. In this Public Announcement, all references to "₹", "Rs." or "INR" are references to Indian Rupees.
- g. In this Public Announcement, any discrepancy in any amounts as a result of multiplication or totaling is due to rounding off.
Issued by the Manager to the Open Offer:
Saffron Capital Advisors Private Limited Company Identification Number: U67120MH2007PTC166711 Registered Office Address: 605, Sixth Floor, Centre Point, Andheri-Kurla Road, J. B. Nagar, Andheri (East), Mumbai-400059, Maharashtra, India. Tel No.: +91 22 4973 0394; Email: [email protected]; Website: www.saffronadvisor.com; Investor Grievance id: [email protected]; SEBI Registration Number: INM000011211; Validity: Permanent. Contact Person: Saurabh Gaikwad/ Sachin Prajapati FOR AND ON BEHALF OF THE ACQUIRERS
| ACQUIRER 1 | ACQUIRER 2 |
|---|---|
| Shreeram Bagla | Rachna Suman Shaw |
| Sd/- | Sd/ |
| Email Id: [email protected] | Email Id: [email protected] |
Place: Kolkata Date: July 24, 2024