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TANFAC Industries Ltd. — M&A Activity 2022
May 26, 2022
61879_rns_2022-05-26_75ab226c-41e9-43cd-abe6-ee5b13b74141.pdf
M&A Activity
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May 26, 2022
BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai 400 001
Dear Sir/ Madam
- Sub: Sub: Submission of the post offer advertisement pertaining to the open offer for acquisition of up to 25,93,500 (twenty five lakh ninety three thousand and five hundred) fully paid-up equity shares of face value of ₹ 10 (Rupees ten only) each (“Equity Shares”), representing 26.00% (twenty six percent) of the Voting Share Capital ( as defined in the Letter of Offer ) of Tanfac Industries Limited (“Target Company”), from the Public Shareholders ( as defined in the Letter of Offer ) of the Target Company by Anupam Rasayan India Limited (“Acquirer”), pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “SEBI (SAST) Regulations”) (the “Open Offer” or “Offer”). No person is acting in concert with the Acquirer for the purpose of this Open Offer.
This is in regard to the aforesaid Open Offer and in terms of Regulation 18(12) of the SEBI (SAST) Regulations, please find enclosed a copy of the post offer advertisement, dated May 25, 2022 (“Post Offer Advertisement”), which was published on May 26, 2022, in all editions of ‘Financial Express’ (all editions), ‘Jansatta’ (all editions), ‘Makkal Kural’ (Chennai edition) and ‘Navshakti’ (Mumbai edition).
All capitalised terms not defined herein shall have the same meaning, as specified in the enclosed Post Offer Advertisement.
We request you to kindly upload the Post Offer Advertisement on your website at the earliest.
For Edelweiss Financial Services Limited
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Authorised Signatory
Name: Neetu Ranka Designation: Director Email ID: [email protected] Contact No: +91 9819838110 Place: Mumbai
Edelweiss Financial Services Limited Corporate Identity Number: L99999MH1995PLC094641
Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4009 4400 Fax: +91 22 4019 4890 www.edelweissfin.com
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POST OFFER ADVERTISEMENT IN ACCORDANCE WITH REGULATION 18(12) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 (AS AMENDED)
TANFAC INDUSTRIES LIMITED
Registered Office: Plot No.14, SIPCOT Industrial Complex, Kudikadu, Cuddalore, Tamil Nadu, 607005; Corporate Identification Number (CIN): L24117TN1972PLC006271, Tel: +91-4142-239001/239002; Website: www.tanfac.com
OPEN OFFER FOR ACQUISITION OF UP TO 25,93,500 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF **10 EACH (“OFFER SHARES”), AT A PRICE OF** 595 PER EQUITY SHARE, REPRESENTING 26.00% OF THE VOTING SHARE CAPITAL OF TANFAC INDUSTRIES LIMITED (“TARGET COMPANY”) FROM THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY BY ANUPAM RASAYAN INDIA LIMITED (“ACQUIRER”) PURSUANT TO AND IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (THE “SEBI (SAST) REGULATIONS”) (THE “OPEN OFFER”). NO PERSON IS ACTING IN CONCERT WITH THE ACQUIRER FOR THE PURPOSE OF THIS OPEN OFFER.
This post-offer advertisement (“ Post-Offer Advertisement ”) is being issued by Edelweiss Financial Services Limited (“ Manager ”), for and on behalf of the Acquirer, in connection with the Open Offer to the Public Shareholders of the Target Company, in accordance with Regulation 18(12) of the SEBI (SAST) Regulations.
This Post-Offer Advertisement should be read in continuation of, and in conjunction with the:
(a) public announcement dated 1 February 2022 (“ Public Announcement ” or “ PA ”);
(b) detailed public statement dated 7 February 2022 which was published on 8 February 2022 in the following newspapers: Financial Express (all editions), Jansatta (all editions), Makkal Kural (Chennai edition) and Navshakti (Mumbai edition) (“ Detailed Public Statement ” or “ DPS ”);
- (c) draft letter of offer dated 15 February 2022 (“ DLoF ”);
(d) letter of offer dated 9 April 2022 (“ Letter of Offer ” or “ LoF ”); and
(e) pre-offer advertisement cum corrigendum to the detailed public statement dated 20 April 2022 and published on 21 April 2022 in the following newspapers: Financial Express (all editions), Jansatta (all editions), Makkal Kural (Chennai edition) and Navshakti (Mumbai edition) (“ Pre-Offer Advertisement cum Corrigendum ”).
This Post-Offer Advertisement is being published in all such newspapers in which the Detailed Public Statement was published. Capitalized terms used but not defined in this Post-Offer Advertisement shall have the same meaning assigned to such terms in the Letter of Offer and the Pre-Offer Advertisement cum Corrigendum.
The Public Shareholders of the Target Company are requested to kindly note the following information with respect to the Open Offer:
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Name of the Target Company : Tanfac Industries Limited 2. Name of the Acquirer : Anupam Rasayan India Limited. No person is acting in concert with the Acquirer for the purpose of the Open Offer.
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Name of the Manager to the Open Offer : Edelweiss Financial Services Limited 4. Name of the Registrar to the Open Offer : Link Intime India Private Limited
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Open Offer Details a) Date of Opening of the Open Offer : 22 April 2022 (Friday) b) Date of Closure of the Open Offer : 6 May 2022 (Friday)
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Date of Payment of Consideration : 20 May 2022 (Friday)
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Details of Acquisition:
| SR. NO |
PARTICULARS | PROPOSED IN THE OPEN OFFER DOCUMENT |
PROPOSED IN THE OPEN OFFER DOCUMENT |
ACTUALS |
ACTUALS |
|---|---|---|---|---|---|
| 7.1 | Offer Price(per equityshare) | 595||595 |
|||
| 7.2 | Aggregate number of shares tendered | 25,93,500* | 83,329 | ||
| 7.3 | Aggregate number of shares accepted | 25,93,500* | 83,279 | ||
| 7.4 | Size of the Offer (Number of shares multiplied by Offer Priceper share) |
1,54,31,32,500*||4,95,51,005 |
|||
| 7.5 | Shareholding of the Acquirer before agreements/Public Announcement(No. and %) |
Nil 0.00% |
Nil 0.00% |
||
| 7.6 | Shares acquired by way of agreements • Number • % of the VotingShare Capital |
24,89,802 24.96% |
24,89,802 24.96% |
||
| 7.7 | Shares acquired by way of Open Offer • Number • % of the VotingShare Capital |
25,93,500 26.00% |
# 83,279 # 0.83% |
||
| 7.8 | Shares acquired after Detailed Public Statement^ • Number of shares acquired • Price of the shares acquired • % of the VotingShare Capital |
Nil N.A. N.A. |
Nil N.A. N.A |
||
| 7.9 | Post-offer shareholding of Acquirer • Number • % of the VotingShare Capital |
50,83,302 50.96% |
25,73,081 25.80% |
||
| 7.10 | Pre and Post-offer shareholding of the public • Number • % of the Voting Share Capital |
Pre-offer | Post-offer | Pre-offer | Post-offer |
| 48,90,198 49.02% |
22,96,698 23.02% |
48,90,198 49.02% |
48,06,919 48.19% |
Notes:
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Assuming full acceptance under the Open Offer.
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^ Except those Equity Shares specified in Sr. No. 7.6 above.
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Out of the above, 350 Equity Shares acquired in the Open Offer in physical mode are in the process of being transferred in the name of the Acquirer.
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The Acquirer and its directors accept full responsibility for the information contained in this Post-Offer Advertisement (other than such information as has been obtained from public sources or provided by or relating to and confirmed by the Target Company and/or the Sellers), and undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations in respect of this Open Offer.
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This Post-Offer Advertisement will also be available on the websites of SEBI (www.sebi.gov.in) and BSE (www.bseindia.com) and at the registered office of the Target Company.
Issued on behalf of the Acquirer by the Manager
Edelweiss Financial Services Limited 6th Floor, Edelweiss House Off. C.S.T Road, Kalina Mumbai - 400 098.
Tel: +91 22 4009 4400 Fax: +91 22 4086 3610 Email: [email protected] Contact Person: Lokesh Shah SEBI Registration Number: INM0000010650 CIN: L99999MH1995PLC094641
Registrar to the Open Offer
Link Intime India Private Limited C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400083 Tel: +91 22 4918 6200 Fax: +91 22 4918 6195 Website: www.linkintime.co.in Contact Person: Mr. Sumeet Deshpande E-mail: [email protected] SEBI Registration Number: INR000004058 CIN: U67190MH1999PTC118368
Place: Surat Date: 25 May, 2022