Gaurav Ltd that already holds 35% shares in Geeta Ltd entered into a share purchase agreement with Saurav Ltd. to acquire 10% shares of Geeta Ltd at ₹265 per share. The date of detailed public announcement was 1st April

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2021
Gaurav Ltd that already holds 35% shares in Geeta Ltd entered into a share purchase agreement with Saurav Ltd. to acquire 10% shares of Geeta Ltd at ₹265 per share. The date of detailed public announcement was 1st April 2020. The following information with reference to acquisition of shares of Geeta Ltd by Gaurav Ltd during last 60 weeks is available from the investment account of Gaurav Ltd: Date Number of Shares Acquired Price Paid Per Share (in ₹) 10.03.2019 50,000 310 12.04.2019 10,000 280 14.06.2019 20,000 260 20.12.2019 10,000 270 14.01.2020 20,000 250 Volume weighted average (VWA) market price for 60 trading days preceding the detailed public announcement is ₹272. Using the above information, you are required to calculate offer price at which the acquirer shall announce to acquire shares from the public shareholders under the open offer in compliance with Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for frequently traded shares.

Answer & Explanation:

Offer price is the price at which the acquirer announces to acquire shares from the public shareholders under the open offer. The offer price shall not be less than the price as calculated under Regulation 8 of the SEBI (SAST) Regulations, 2011 for frequently or infrequently traded shares. If the target company's shares are frequently traded then the open offer price for acquisition of shares under the minimum open offer shall be highest of the following: Highest negotiated price per share under the share purchase agreement ("SPA") triggering the offer; Volume weighted average price of shares acquired by the acquirer during 52 weeks preceding the public announcement ("PA"); Highest price paid for any acquisition by the acquirer during 26 weeks immediately preceding the PA; Volume weighted average market price for sixty trading days preceding the PA. Workings: Date Share Acquired (B) Price Paid Per share (C) Product (D = B × C) 10.03.2019 50,000 310 1,55,00,000 12.04.2019 10,000 280 28,00,000 14.06.2019 20,000 260 52,00,000 20.12.2019 10,000 270 27,00,000 14.01.2020 20,000 250 50,00,000 Total 1,10,000 3,12,00,000 Let's re-evaluate the provided solution's calculation for VWA and then compare all four prices. Highest negotiated price per share under the share purchase agreement ("SPA") triggering the offer: Given ₹265 per share. Volume weighted average price of shares acquired by the acquirer during 52 weeks preceding the public announcement ("PA"): Public Announcement Date: 1st April 2020. 52 weeks preceding PA: From 1st April 2019 to 31st March 2020. Acquisitions within this period: 12.04.2019: 10,000 shares @ ₹280 = ₹28,00,000 14.06.2019: 20,000 shares @ ₹260 = ₹52,00,000 20.12.2019: 10,000 shares @ ₹270 = ₹27,00,000 14.01.2020: 20,000 shares @ ₹250 = ₹50,00,000 Total shares acquired in 52 weeks = 10,000 + 20,000 + 10,000 + 20,000 = 60,000 shares Total value of shares acquired in 52 weeks = ₹28,00,000 + ₹52,00,000 + ₹27,00,000 + ₹50,00,000 = ₹1,57,00,000 Volume Weighted Average Price (VWAP) = ₹1,57,00,000 / 60,000 = ₹261.67 (The provided solution states ₹260, which might be a rounding or a slight discrepancy in calculation, but we will use the calculated value for accuracy). Highest price paid for any acquisition by the acquirer during 26 weeks immediately preceding the PA: 26 weeks preceding PA (1st April 2020) would be from approximately 5th October 2019 to 31st March 2020. Acquisitions in this period: 20.12.2019: ₹270 14.01.2020: ₹250 Highest price paid = ₹270 (Paid on 20.12.2019). Volume weighted average market price for sixty trading days preceding the PA: Given ₹272. Comparing the four prices: a. Highest negotiated price = ₹265 b. Volume weighted average price (52 weeks) = ₹261.67 (or ₹260 as per solution) c. Highest price paid (26 weeks) = ₹270 d. Volume weighted average market price (60 trading days) = ₹272 The highest among these is ₹272. Hence, the minimum offer price should be ₹272 per share.

Topics: Takeovers

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