This is in continuation with Exchange notice no. 20230915-48 dated September 15, 2023 for the Delisting Offer of Shreyas Shipping and Logistics Limited. (“Target Company”) made by Transworld Holdings Limited (“Acquirer”) to the public shareholders of Target Company for which the bidding period closed on September 26, 2023.
NovaaOne Capital Pvt. Ltd. ("Manager to the Delisting Offer") has submitted vide its letter dated September 28, 2023) along with post offer public announcement for failure of delisting offer cum public announcement of counter offer in accordance with Regulations 17(4), 22(4) and 23 read with Schedule IV of SEBI (Delisting of Equity Shares) Regulations, 2021, for the delisting of the equity shares of Shreyas Shipping and Logistics Limited. (the “Target Company”).
The Manager to the Offer, on behalf of the Acquirer and PAC, have rejected the Discovered Price of Rs. 890.00 per Equity Share and launched a counter offer at a price of Rs. 400.00 per Equity Share (“Counter Offer” and such price as “Counter Offer Price”).
Public Shareholders who previously tendered their Equity Shares during the Reverse Book Building Process, have the option to withdraw their tendered Equity Shares within a period of ten working days following the publication of this Post Offer PA cum PA for Counter Offer (i.e., on any date from and including Tuesday, October 03, 2023 up to and including Monday, October 16, 2023) (“Withdrawal Period”). Public Shareholders who wish to withdraw such tendered Equity Shares would have to do so through the same broker/seller member who placed their Bids in the Delisting Offer and ask the stock broker/seller member to withdraw their respective Bids. Upon withdrawing the Bid, the stock broker/ seller member shall provide a Transaction Registration Slip (“TRS”) generated by the exchange bidding system to the Public Shareholder confirming such withdrawal. Such Public Shareholders have the option to tender their Equity Shares under the Counter Offer process to be laid down in the Counter Offer public announcement and the Counter Offer letter of offer.
Schedule Activities for withdrawal of shares tendered during the reverse book building process:
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Sr. No.
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Activity
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Dates
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Timelines
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1
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Commencement of the option to withdraw the Equity Shares tendered during the Reverse Book Building process
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3/10/2023
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9.15 am to 3.30 pm
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2
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Closure of the option to withdraw the Equity Shares tendered during the Reverse Book Building process
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16/10/2023
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9.15 am to 3.30 pm
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Note:
1. During the Withdrawal Window, the shareholder shall be able to withdraw his already placed bids in Delisting Offer. New bid or modification of earlier bids shall not be allowed in this session.
2. The shareholder shall not be allowed to do partial withdrawal of quantity of single bid. Only full withdrawal is permitted. In case of multiple bids, option of bid-wise withdrawal is provided (one can withdraw all the bids or selected bids).
3. Upon withdrawal of the Bid, the Trading Member/ Seller Member shall provide a Transaction Registration Slip (“TRS”) generated by the Exchange bidding system to the shareholder confirming such withdrawal.
4. There shall be Single Settlement Number for all following Offers:
· Delisting Offer
· Withdrawal window
· Counter Offer
5. Upon withdrawal of shares during Withdrawal window, the said shares shall be available for shareholder to place bid in Counter Offer.
6. The shareholder who has withdrawn the shares through Withdrawal Window and desire to place bid for Counter Offer will not be required to do the early pay-in again for Counter Offer.
7. Clearing Corporation have facility with the Depositories for release of the shares of the shareholder who have withdrawn the shares through Withdrawal Window and does not want to offer his shares in Counter Offer.
8. In such cases, the Trading Member/ Seller Member is expected to request Clearing Corporation for release of the shares through menu in ICCL Collateral – Early Pay-in Report – EPN Return, and mail to bse.csd@bseindia.com.
9. On receipt of such request for withdrawal, ICCL (Indian Clearing Corporation Ltd) will arrange to free the shares tendered by the client in their respective account on T Day, T being bid withdrawal day on best efforts basis.
10. For Physical Shareholders, who have withdrawn their shares in physical form, the Trading Member/Seller Member/ Shareholder is required to send the TRS to Registrar (Register to Issue).
11. On valid withdrawal of the bid and receipt of a TRS by the Registrar, the Registrar shall dispatch the physical share certificate(s) to the respective shareholders post completion of the Withdrawal Period.
12. The Physical Shareholders who wish to tender their shares in Counter Offer need not submit their TRS to Registrar for return of physical share certificate(s).
13. As set out in paragraph 16.14 of the DPA and paragraph 17.14 of the LOF, all Offer Shares tendered by Public Shareholders during the Bid Period and not withdrawn during the Withdrawal Period, along with Offer Shares which are additionally tendered by them during the counter offer, will be considered as having been tendered in the counter offer at the Counter Offer Price. The settlement in respect of such non-withdrawn Equity Shares shall be made at the same time and on the same terms as the settlement for all other Equity Shares tendered during the tendering period of the Counter Offer.
A copy of the above letter is attached herewith.
All Market Participants, Trading Members and Custodians are also requested to refer notice no –20201102-43 for operating guidelines.
Mangesh Tayde Sandeep Pujari
Deputy General Manager Deputy General Manager
Listing Trading Ops
September 28, 2023 September 28, 2023
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