After securing about 37% equity shares in Kalindee Rail Nirman (Engineers) through preferential allotment, along with promoter’s stake, Saroj Poddar-promoted Texmaco Rail & Engineering on Tuesday increased its open offer for buying out an additional 30% in the company.
?Committee of directors of the company, in its meeting, has considered and approved the upward revision in offer price from R68 to R71 per equity share in accordance with the Sebi (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for an open offer made by the company under the relevant sections of the takeover regulations to the public shareholders of Kalindee Rail Nirman (Engineers) to acquire up to 49,52,280 equity shares representing 30% of the diluted share capital of the target,? according to a Texmaco filing on the BSE.
Earlier, Kalindee Rail stuck to its offer of R68 per share despite Jupiter Metal’s offer of R70.
Poddar’s Adventz has already secured 24.9% shares in Kalindee after the results of the postal ballot, seeking shareholders’ approval for issuing shares by Kalindee, to Texmaco, on a preferential allotment basis, went in favour of the allottee. Promoters of Kalindee had decided to allot a 24.9% stake to Adventz Group company Texmaco via preferential route to counter Jupiter’s hostile bid to buy stake in Kalindee.
The approval paved the way for Poddar to take over Kalindee Rail as he had also secured promoter’s stake of 11.74% in the company on the strength of the share perchase agreement between Kalindee and Texmaco. At present Texmaco’s stake in Kalindee stands at about 37%.
The battle for taking over Kalindee started on July 10 after Jupiter Metal, part of the Jaipur-based Om Kothari Group, made a hostile bid to buy 26% in Kalindee. Jupiter made the offer at a time it did not hold any shares in Kalindee. Kalindee wanted to prevent Jupiter and so on July 13 roped in Saroj Poddar’s Texmaco Rail, deciding to allot it 24.9% shares via preferential route at R63.13 a share. Subsequently, on July 17, Jupiter proposed a non-conditional open offer for 30% in Kalindee at R65 a share.
Texmaco Rail on July 20 agreed to acquire the entire promoter stake of 11.74% in Kalindee. The Adventz board approved a resolution to make an open offer to minority shareholders of Kalindee at R68 per share in line with the Sebi rules. Takeover rules mandate anyone acquiring 25% to make an offer to minority shareholders for at least 26%.
