SPSouth India Paper Mills516108Open offer announcement

Mandatory open offer for 26% stake at Rs 120 per share; Letter of Offer received

The company has received the Letter of Offer dated 13 October 2026 for an open offer to its public shareholders.

By ScoutQuest · Wed 14 Oct 2026, 4:02 PM IST · 4 min read

Offer Price

₹120 per equity share in cash

Offer Size

up to 48,75,000 equity shares = 26% of voting share capital

Offer Period

opens 22 October 2026, closes 4 November 2026

What has been announced

• The company has received a copy of the Letter of Offer dated 13 October 2026 from Indcap Advisors Private Limited, the manager to the open offer, on behalf of the acquirers Mrs Nandini Modi and Mr Kirit Modi and persons acting in concert.
• This is an open offer to the public shareholders of the company to acquire up to 48,75,000 fully paid-up equity shares of face value Rs 10 each, representing 26% of the voting share capital, for cash at ₹ 120 per share.
• The offer is made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011, for substantial acquisition of shares and voting rights accompanied with change in control.

Who is making the offer

• Acquirers: Mrs Nandini Modi (Acquirer 1) and Mr Kirit Modi (Acquirer 2).
• Persons acting in concert named: Sachin Kirit Modi, Swapnil Kirit Modi, Riddhi Sachin Modi, Bhuvi Swapnil Modi, Rihaan Sachin Modi, Rigid Containers Private Limited and Fortune Packaging LLP.
• The acquirers and PACs state that there is no competing offer as on the date of the Letter of Offer.

Key terms of the offer

• Offer price: ₹ 120 per fully paid-up equity share, payable in cash.
• Offer size: up to 48,75,000 equity shares, being 26% of the voting share capital.
• The offer is not conditional upon any minimum level of acceptance.
• There is no differential pricing under the offer.
• If the shares validly tendered are more than the offer size, the acquirers and PACs will accept them on a proportionate basis in consultation with the manager to the offer, subject to a maximum of 48,75,000 shares.
• The acquirers and PACs reserve the right to revise the offer price and/or the offer size upwards at any time prior to the last one working day before the tendering period begins.

Dates to note

• Offer opens on Thursday, 22 October 2026 and closes on Wednesday, 4 November 2026.
• Last date for upward revision of the offer price and/or offer size: 21 October 2026.
• Last date for communicating acceptance or rejection and completing payment of consideration or returning shares: 19 November 2026.
• The acquisitions contracted under the Share Purchase Agreement dated 18 August 2026 are to be completed not later than 26 weeks from the expiry of the offer period.

Price context given in the document

• The closing market price of the equity shares on BSE on 12 October 2026 was ₹116.50 per equity share.
• Shareholders are advised to assess the offer price against prevailing and historical market prices, and the market price may at any time be higher or lower than the offer price.

Risks flagged in the document

• Certain acquirers and/or PACs were earlier shareholders of Horizon Packs Private Limited and, under a Share Purchase and Shareholders' Agreement dated 21 November 2022, transferred their entire shareholding in that company to J K Paper Limited and undertook non-compete obligations in respect of that business in India, valid until 16 May 2029. J K Paper Limited, by letter dated 25 August 2026, raised objections to the underlying transaction and the open offer, alleging breach of those obligations. The former shareholders have not admitted the breach. If the dispute remains unresolved, J K Paper Limited may initiate legal proceedings, including seeking injunctive relief, which may delay, restrict or prevent completion of the underlying transaction and/or the open offer.
• During Fiscal 2025-26, the acquirers and PACs delayed disclosures required under Regulation 29(2) of the SEBI (SAST) Regulations, 2011 on 5 occasions, with the delay ranging from 157 days to 367 days. The pending disclosures have since been made, but the regulatory authorities have not yet confirmed acceptance of the delayed compliances.
• Shares once tendered in the open offer cannot be withdrawn, even if acceptance or payment is delayed. A lien is marked against tendered shares until the formalities of the offer are completed, and those shares cannot be traded during that period; the lien on unaccepted shares is released after entitlement is finalised.
• If payment to shareholders who have accepted the offer is delayed for reasons other than delay in receipt of statutory approval, interest at the rate of 10% per annum for the period of delay is payable, subject to the provisions described in the document.

Points for public shareholders

• The offer is open to public shareholders, both registered and unregistered, at any time prior to the closure of the tendering period.
• The company is required to maintain at least 25% public shareholding; the acquirers and PACs undertake to take necessary steps to facilitate compliance if public shareholding falls below the minimum level after the offer and the underlying transaction.

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