Trading Members and Custodians are requested to note that Securities Exchange Board of India (SEBI) has issued Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeover, Buy Back and De-listing vide its circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and no. CFD/DCR2/CIR/P/2016/131 dated Dec 09, 2016. The Exchange vide its notice no. 20170210-16 dated Feb 10, 2017,20190424-35 dated April 24, 2019 and 20200528-32 dated 28 May 2020, 20201102-43 dated 02 Nov 2020, 20210825-62 dated Aug 25,2021 has issued Revised Guidelines of Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting.
All Market Participants are hereby informed that an Open Offer (“Offer”) is made by Appu Financial Services Limited (“Acquirer”) to the existing public shareholders of Velox Industries Limited (“Target Company”) to acquire up to 20,53,150 (Twenty Lakhs Fifty-Three Thousand One Hundred Fifty) Equity shares of Rs. 10/- each representing 25.75%(Twenty-Five point Seventy-Five Percent) * of the Emerging Voting Equity Share Capital of the Target company on a fully diluted basis, as of the tenth working day from the closure of the tendering period of the open offer (“Voting Share Capital” ), from the eligible shareholders of the Target Company of Rs. 10/- each at a price of Rs. 10.00/- per share (“Offer Price”) payable in cash., pursuant to the Regulation 3(1) and 4, of the SEBI (SAST) Regulations, 2011 and subsequent amendments thereof for substantial acquisition of shares / voting rights accompanied with change in control, from October 19, 2022 to November 03, 2022.
*An open offer in compliance with the provisions of Regulations 3 (1) and 4 of the SEBI (SAST) Regulations, is required to be given for atleast 26.00% (Twenty-Six Percent) of the of the Emerging Voting Equity Share Capital of the Target company, i.e. for 20,73,240 Equity Shares. However since, the shareholding of the public shareholders including the Investors (public shareholders who are proposed preferential Allottee’s also), as on date of this LOF, is 25.75% (Twenty-Five point Seventy-Five Percent), therefore the Open Offer Shares represent 25.75% (Twenty-Five point Seventy-Five Percent) of the Emerging Voting Equity Share Capital of the Target Company and since the Investors (also a proposed preferential Allottee and proposed public shareholders) other than the Acquirer (also a proposed preferential Allottee and proposed promoter) do not intend participating in the open offer, the Open Offer is being made for 1,78,150 equity shares i.e. 2.23% Emerging Voting Equity Share Capital of the Target Company.
Letter of Offer is herewith attached for your perusal.
Market participants are further requested to note that this offer will be as per the Revised Guidelines of SEBI circular no. CFD/DCR2/CIR/P/2016/131 dated Dec 09, 2016 and Exchange notice no. 20170210-16 dated Feb 10, 2017 and 20190424-35 dated April 24, 2019 along with the details of this Offer to Buy would be available on BSE Website – www.bseindia.com.
Atul Dhotre
Senior Manager
Listing Sales & Ops
October 17, 2022 |