Opening of Offer to Buy – Acquisition Window (Takeover) of Blue Cloud Softech Solutions Limited.
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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 and 20201102-43 dated 02 Nov 2020 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 ITTB Software Private Limited (‘Acquirer 1’), Mrs. Janaki Yarlagadda (‘Acquirer 2’) and Mr. Janardhana Doranala Sarma (‘Acquirer 3’) to the existing public shareholders of Blue Cloud Softech Solutions Limited (“Target Company”) to acquire upto 3,51,00,600* Equity Shares of Rs. 2/- each at an Offer Price per equity share of Rs. 3 /- each payable in cash, representing 26% of the Emerging fully diluted voting Equity share capital of Blue Cloud Softech Solutions Limited as of the 10th working day from the closure of the tendering period of the open offer, but restricted to 100% of the existing public shareholding payable in Cash, pursuant to regulation 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI SAST Regulations”) for substantial acquisition of shares/ voting rights accompanied with change in control and management of the Target Company, from August 02, 2023 to August 17, 2023.
*Public Shareholders hold 3,51,00,600 Shares. However, 26% of the expanded capital (considering all the potential increases in the number of outstanding shares) is 5,67,16,608 which exceeds the existing public holding, hence restricted to total public holding i.e., 3,51,00,600.
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.
Mangesh Tayde
Deputy General Manager
Listing Sales & Ops
July 28, 2023 |