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Total announces open offer for shares of Adani Gas Ltd at Rs. 149.63

Posted On: 2019-10-14 10:33:06


An Open offer has been announced for acquisition of up to 27,71,46,602 (Twenty Seven Crore Seventy One Lakhs Forty Six Thousand Six Hundred and Two) fully paid up equity shares having a face value of Re. 1 (Rupee One) each ("Equity Share") of Adani Gas Limited ("Target Company") representing 25.2% (Twenty Five point Two per cent) of the Voting Share Capital from the Public Shareholders of the Target Company by TOTAL HOLDINGS SAS ("Acquirer") with an intention to acquire control of the Target Company pursuant to and in compliance with Regulations 3(1) and 4 read with Regulations 13(1) and 15(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the "SEBI SAST Regulations" and reference to a particular "Regulation" shall mean the particular regulation of the SEBI SAST Regulations), (the "Open Offer").

The Open Offer is made at a price of Rs. 149.63 (Rupees One Hundred and Forty Nine and Sixty Three Paise only) per Equity Share (the "Offer Price"), that will be offered to the Public Shareholders who tender their Equity Shares in the Open Offer. The Offer Price is arrived at in accordance with Regulation 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 Rs. 41,46,94,46,057.26 (Rupees Four Thousand One Hundred and Forty Six Crores Ninety Four Lakhs Forty Six Thousand Fifty Seven and Twenty Six Paise only).

This Open Offer is a mandatory open offer made after the acquirer entered into a share purchase agreement with sellers to acquirie upto 41,13,31,740* equity shares (Up to 37.4%) for a maximum amount of upto Rs. 61,54,75,68,256.20 (depends on actual shares acquired from public).

* Under the SPA, subject to completion of the conditions precedent in the SPA, the Acquirer has agreed to acquire the Sale Shares (i.e. 41,13,31,740 (Forty One Crores Thirteen Lakhs Thirty One Thousand Seven Hundred and Forty) Equity Shares constituting 37.4% of the Voting Share Capital, less such number of Equity Shares tendered by the Public Shareholders under the Open Offer and acquired by the Acquirer) such that when aggregated with the Equity Shares acquired by the Acquirer pursuant to the Open Offer, the Acquirer shall hold at least but no more than 37.4% (thirty seven point four per cent) of the Share Capital of the Target Company on the SPA Closing Date (as defined in the SPA). Consequently, the definitive number and percentage of Equity Shares to be acquired by the Acquirer from the Sellers under the SPA, and the total consideration being paid therefor by the Acquirer to the Sellers, will be determined based on the tendering in the Open Offer (and after completion of the Open Offer).

Shares of Adani Gas Ltd was last trading in BSE at Rs.137.65 as compared to the previous close of Rs. 138.35. The total number of shares traded during the day was 88142 in over 1637 trades.

The stock hit an intraday high of Rs. 142 and intraday low of 137.3. The net turnover during the day was Rs. 12274966.


Source: Equity Bulls

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