Open Offer at INR 41.30 per share for 54,82,248 shares (15.84%) after share-swap preferential issue
Open Offer announced for Prabhhans Industries.
- Offer Size
- 54,82,248 equity shares (15.84% of Expanded Voting Share Capital)
- Offer Price
- INR 41.30 per equity share, in cash
- Maximum Consideration
- INR 22,64,16,843
- Preferential Issue Triggered
- 2,83,68,750 equity shares at Rs. 41.30 each plus 33,45,000 convertible warrants
- Post-Deal Acquirer Holding
- 74.92% of expanded voting capital; acquirers will become promoters and take control
What was announced
A Public Announcement under SEBI (SAST) Regulations, 2011 has been issued by Novus Capital Advisors (Manager to the Offer) for an Open Offer to the public shareholders of the company.
Acquirers are Exigo Recycling Private Limited, Mr. Raman Sharma, Mr. Anagh Ojha and Mr. Pankaj Chopra, together with PACs Ms. Kanika Gurjar and Mr. Ashok Sharma.
Offer terms
- Offer size: up to 54,82,248 equity shares of face value INR 10 each.
- That is 15.84% of the Expanded Voting Share Capital.
- Offer Price: INR 41.30 per equity share, payable in cash.
- Maximum consideration: INR 22,64,16,843.
- Triggered Offer under Regulations 3(1) and 4; not subject to any minimum level of acceptance; not a competing offer.
What triggered it
Pursuant to Share Swap Agreements dated September 30, 2026, the board authorised a preferential issue of 2,83,68,750 equity shares at Rs. 41.30 each, as consideration other than cash, against acquisition of two transferor companies:
- 1,78,00,000 shares (51.42% of expanded capital) against 10,000 equity shares of Reown Device Private Limited, split 90,78,000 to Acquirer-1, 40,99,340 to Acquirer-2, 35,60,000 to PAC-2 and 10,62,660 to other shareholders of that company.
- 1,05,68,750 shares (31.00% of expanded capital) against 25,000 equity shares of MTOW Mobility Private Limited, split 42,27,500 each to Acquirer-3 and Acquirer-4 and 21,13,750 to other shareholders.
The board also authorised 33,45,000 convertible warrants at Rs. 41.30 each; these are not counted in the Expanded Voting Share Capital.
Capital and shareholding
- Existing paid-up capital: ₹6,24,82,400 divided into 62,48,240 equity shares.
- Expanded Voting Share Capital: 3,46,16,990 equity shares.
- Pre-transaction holding of acquirers/PACs: 7,40,992 shares (2.14%), held by PAC-1.
- Proposed holding after the triggering acquisition: 2,59,33,332 shares, or 74.92% of expanded voting capital. Individually: Acquirer-1 26.22%, Acquirer-2 11.84%, Acquirer-3 12.21%, Acquirer-4 12.21%, PAC-1 2.14%, PAC-2 10.28%.
Points to note
- Normally an open offer must be for at least 26%, but here it is restricted to 15.84% because other shareholders of the transferor companies, who are proposed allottees, are treated as deemed persons acting in concert and cannot tender.
- On completion, the acquirers will acquire control and become promoters of the company.
- If post-offer holding exceeds 75%, the acquirers will take steps to restore minimum public shareholding under SCRR.
- Acquirers state firm financial arrangements are in place and that they have no intention of delisting.
- The Detailed Public Statement, with offer price details, reasons and conditions, is to be published on or before October 08, 2026.
The preferential issue is subject to approval of members and other regulatory approvals, and the offer is subject to conditions precedent and statutory approvals.
Also from Prabhhans Industries
Board approves proposal for change of name to Exigo Cleantech Solutions or Exigo Cleantech, subject to approvals
3 Oct 2026
Board approves proposal for change of company name to Exigo Cleantech Solutions Limited or Exigo Cleantech Limited
3 Oct 2026
Board Approves 100% Acquisition of Two Companies via Share Swap, Warrant Issue and Capital Increase
30 Sep 2026
More numbers
- Offer size (shares)54,82,248
- Offer size as % of expanded voting capital15.84%
- Offer price per equity shareINR 41.30/-
- Maximum considerationINR 22,64,16,843
- Existing paid-up equity capital₹6,24,82,400/-
- Existing shares outstanding62,48,240
- Expanded Voting Share Capital (shares)3,46,16,990
- Preferential issue of equity shares2,83,68,750
- Convertible warrants authorised33,45,000
- Acquirers and PACs post-transaction holding (shares)2,59,33,332
- Acquirers and PACs post-transaction holding (%)74.92%
- Pre-transaction holding of PAC-17,40,992
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