Vedanta de-listing offer price Rs 87.50~Come on Mr Anil Agarwal !

Vedanta de-listing offer price Rs 87.50~Come on Mr Anil Agarwal !

Promoter Group of  Vedanta Ltd has proposed a voluntary de-listing at an indicative offer price of Rs 87.50~are the over 7.3 lakh minority shareholders from Alibag !? …apologies to the people of Alibag

Some would term this as De-listing Duplicity ~ but I would not go that far for you’re a Promoter taking advantage of this Covid-19 crisis caused plunge in Share Prices to de-list at a low price while complying with the SEBI Pricing Formula

Promoter Group Company Vedanta Resources Ltd,London has conveyed to listed Vedanta Ltd that the Promoters  want to buy out minority shareholders of Vedanta Ltd at an indicative price of Rs 87.50 !

Even the Book Value of Vedanta Ltd was Rs 167 at March 31,2019 on a consolidated networth of Rs 62297 crs and Equity of Rs 372 crs of Face Value Rs 1  and rose to Rs 188 on a networth of @ Rs 70000 crs as on December 31,2019

But’s there’s more to this as you move through this blogpost to sense that this is not the first time that the Promoter Family of Brothers Anil & Navin Agarwal  have short changed the minority shareholders in their group companies or for that matter even have other Industrial Groups in their listed companies at the time of de-merger or de-listing

Look at the speed !

  • Tuesday May 12,2020 ~ Vedanta Ltd notifies the BSE & NSE that the Board of Vedanta Ltd has scheduled a Meeting on Monday,May 18,2020 to consider a voluntary de-listing Proposal as they have received a letter from Vedanta Resources Ltd,London offering that the Promoter Group will buy out all the Public Shareholders who hold 169,10,90,351 Equity Shares aggregating to 48.94% of the paid-up equity share capital of the Company. This includes Equity Shares held by the Employee Trust but excludes 6,54,45,052 American Depository Shares against 26,17,80,208 number of underlying Equity Shares. Other than 2,48,23,177 ADS representing 9,92,92,708 equity shares which are held by one of the members of the Promoter Group, the remaining ADS are held by persons who would be considered to be Public Shareholders in the event they chose to convert the ADS into Equity Shares American Depository Shares  issued by the Company. Indicative Price given by them is Rs 87.50 per share.. Should all the outstanding ADS be converted into Equity Shares, the shareholding of the the Promoter Group will be 186,36,18,788 Equity Shares aggregating to 50.14% of the paid-up equity share capital of the Company Public Shareholders will be 185,35,77,851 Equity Shares aggregating to 49.86% of the paid-up equity share capital of the Company. The Meeting will take on record and review the due diligence report of the Merchant Banker in terms of Regulations 8(1A)(ii) and 8(1E) of the Delisting Regulations to approve/ reject the Delisting Proposal after taking into account various factors and the
    Merchant Banker’s due diligence report
  • Wednesday,May 13,2020 ~ Vedanta Ltd notifies the BSE & NSE of the appointment of SBI Capital Markets as the  Merchant Banker to do the due Diligence for the voluntary de-listing proposal    
  • Monday,May 18,2020 ~ Vedanta Ltd’s Board of Directors Meeting to take on record and review SBI Capital Markets due diligence report and accept or reject the voluntary de-listing proposal

What Haste ! ~ stinks of a foregone favourable conclusion in favor of promoters ! ~ this would mean SBI Capital Markets will have to submit it’s due diligence report inside just  five days for the Board to consider on Monday,May 18,2020 !~ Ridiculous ! ~given the constraints of the Covid-19 crisis lockdown how will they accomplish this given the restrictions ~ due diligence goes beyond reviewing just the documentation handed  by the company to them or whats’s available in the public domain ~ reminds me of the time the Deputy Director of the Company Law Board (CLB) had scathingly remarked at a CLB Hearing  in the Satyam & Maytas Properties  Scandal of a decade ago as to how could the leading audit firm E & Y could have done the Property Valuation of Rs 6523 crs in just one day !  You can read this amusing 2009 blogpost of mine here

Why is Rs 87.50 a ridiculously low indicative price to de-list

There are numerous arguments for this but what is most compelling and which amounts to significantly short changing the minority shareholders is the value of  Vedanta Ltd’s holding in listed Hindustan Zinc :

  • Vedanta Ltd   holds 64.92 %  or 274.31 cr shares of the Equity in the listed Hindustan Zinc in which the Government of India holds 29.58% stake
  • Hindustan Zinc closed at @ Rs 193 on BSE today at which Price the Market Capitalisation is @ Rs 81500 crs
  • Thus Vedanta Ltd’s share of this Market Cap is @ Rs 53000 crs which works out to Rs 142 per share of Vedanta Ltd’s Equity of Rs 372 crs of FV Rs 1
  • The Promoter Group holds around half of Vedanta Ltd and thus minority shareholders are entitled to half of Rs 53000 crs that’s Rs 26500  crs
  • By delisting at Rs 87.50  the Promoter Group would be expending just @ Rs 16500 crs for buying out the public shareholding that holds half of Vedanta Ltd
  • Imagine this scenario where they buy out shareholders of Vedanta at Rs 16500 crs and thus own 100% of Vedanta Ltd and thus are full ‘malik’ of the 64.92 % stake held by Vedanta Ltd in Hindustan Zinc that’s worth Rs 53000 Crs of which Rs 26500 crs would have actually belonged to the minority shareholders of Vedanta Ltd ! ~ this is thus a squeeze of Rs 10000  crs
  • Don’t give me this hogwash of holding company haircuts now  because when Promoter is planning to de-list they you need to give the full benefit as per market value too to the minority shareholders.This Rs 53000 crs share of Market Share in Hindustan Zinc works out to Rs 142 per share of Vedanta Ltd  
  • Hindustan Zinc has also just announced an interim dividend of Rs 16.50 per share for FY 20 that’s gone by which would mean Rs 4526 crs will be received by Vedanta Ltd for the 64.92 % stake or 274.31 cr shares it holds in Hindustan Zinc

Segment Performance of Vedanta Ltd for the nine months at December 31,2019 read more

Riskless Reliance Industries Rights Investment Strategy

This is a Riskless Reliance Industries Rights Investment Strategy for those over 2.3 Million Shareholders already holding RIL shares.

It is not a recommendation to buy RIL cum rights 

It’s a no brainer yet I’m just penning a brief note because some have told me they hold Reliance but are skipping the Rights !

Don’t !

I’ll keep this short without going into the fundamentals of RIL Operations and future which in itself is quite another story

Adopt this simple Riskless Rights Investment Strategy as below if you’re concerned about what the future holds for Reliance and don’t wish to increase exposure by increasing your holdings through the Rights Issue ….well,if you’re deeply concerned you should not have been holding Reliance in the first place

This Strategy will reduce your Holding Cost of existing RIL shares by replacing 1:15 of your holding with the Rights entitled shares at a much lower Rs 1257/share to currently traded prices(see below)

Chronology

  • April 27,2020 ~ RIL Board to consider Rights Issue  in their Meeting on April 30,2020 along with adoption of FY 20 Accounts and deciding on Dividend
  • April 30,2020 ~ RIL Board approves Rights Issue
  • May 9,2020 ~ RIL receives in principle approval from BSE & NSE for the Rights Issue and announces May 14,2020 as the Record Date for the Issue
  • Wednesday,May 13,2020 ~ RIL will trade ex-rights on the Exchanges
  • Thursday,May 14,2020 ~ Record Date to establish eligible shareholders for the Rights Issue
  • read more

    Just 3 Seats left! Sat Aug 4 2018 Mumbai Fundamental Equity Workshop

    Just 3 Seats left for the Saturday, August 4, 2018 Mumbai Fundamental Equity Workshop

    Sign up now   

    There’s a good mix of participants from seasoned market veterans to even novices & from independent investors to those from institutions

    All coming to assess Value Vs Price & differentiate a Goldmine from an Explosive Mine in this jungle of Indian Equity & employ Compounding convincingly to create Wealth through Equity 

    In the February 17,2018 Workshop just five months ago one of the Exercises was on Time Value of Money & the case study on HEG was put up to explain the practical aspect & the magic & miracle of Compounding .It had already become a huge multi-bagger in a year rising from Rs 150 levels in January 2017.Objective was to assess if HEG at even Rs 2695 on February 16,2018 could be considered if one sought 20% CAGR for three years in an Equity Investment…It involved Valuation of HEG on many traditional & contemporary basis…Today HEG closed the week at Rs 4122  already up 53% in just five months when the Nifty & Sensex have managed to hold their Highs but the Small & Mid Caps have corrected 20% to 50% & even more in many…a 20% CAGR over three years would have computed to a price of Rs 4657 by  February 2021 ! We shall of course re-assess HEG

    This Workshop will continue,among other relevant valuation & wealth creation in equity concepts & market dynamics at play,to reiterate the Miracle & Magic of Compounding for serious Wealth Creation in Direct Equity & why Warren Buffett has become ‘the’ Warren Buffett because of this & his ‘Concentration’ of Stocks concept.

    Will just gazing & being guided by the Nifty & Sensex add or subtract to your wealth?…how to not get seduced by explosive mines like Kwality,PC Jewellers & Vakrangee & even Subex or Suzlon !…how not to be drowned by the caco-phony in the media & market networks…phony alright especially in bull markets  

    Like the Equity Coin has two sides of  a Buyer & a Seller,so are there two sides of Wealth Creation & Wealth Destruction…what’s the probability that you toss the Wealth Creation side always ?…for that you need to understand both Valuation & Market Dynamics & Forces at play   

    Be there at the Workshop !

    You shall enjoy not just the lunch !

    Cheers !   

    Sat Aug 4 2018~Mumbai Funda Equity Workshop~Spotting Gold Mines & Side Stepping Explosive Ones

    Fundamental Equity Workshop in Mumbai
    Stock Selection ~ Value Vs Price

    Indian Equity ~ Goldmine to a Few & Explosive Mine to Many ~ Training Minds to be Minesweepers to differentiate

    Saturday, August 4, 2018

    Wealth of Mind & Monies must move in tandem.Click above or here to attend my next Mumbai workshop on  Saturday August 4,2018.It’s yet again at my Fort HO,above Starbucks & Croma & a hop step & jump from the BSE

    Q’ attend karey? 

    ‘Q’uality’~how to focus on it~ Discipline of never Deviating~never? what about that potential multi-bagger turnaround or sapling that carries high risks ? Equity is all about Growing Wealth while Protecting it ~ taking & managing risk

    The above Registration link also displays the Workshop Template outlining what shall be covered & why you should invest one Saturday with me

    We’ve had real Fun at all the Equity Workshops in the last three years with some lovely entertaining interaction with & between participants from all over India & Overseas while playing the Corporate Tambola  or  even playing around with ‘Experts’ Views on our Sensex & Nifty or what Trump will do or not do next ! or whether any North Korea Missile is pointed at our Sensex ! or   explaining & evaluating practical applications of Investment & Financial Concepts through discussion & debate in Company Case Studies with focus on  assessing ‘Value vs Price’…we’ve seen the impact of FPI flows,Interest,Inflation & Exchange Rates,Fx Reserves,Oil Prices & Budget Deficits…we’ve discussed the importance of Corporate Earnings on Valuation & in many cases how it’s the Assets that give Value…we’ve examined the four legs of the Equity table ~ Valuation,Liquidity,Sentiment & Momentum & how to gauge rising risk when Markets run ahead of fundamentals…many of you have been rewarded too at the workshop for great lively answers & interaction

    Here’s another Opportunity in August 2018 in Mumbai to Train & sharpen Minds to become more efficient MineSweepers to spot & differentiate between Wealth Creating Gold Mines & Wealth Destroying Explosive ones

    We’ve tackled Valuations & Risks of Bombay Dyeing,I B Ventures,HEG ,Yuken,Ruby Mills & HOV among many others in the recent past & discussed the serious Corporate Governance Issues in the Essar Oil Delisting,Kwality,JBF & Vakrangee among others & the huge Risks associated with  wealth destroyed companies GTL Infra,ESL,Suzlon,Subex & Uttam Galva that yet keep offering hopes of a turnaround read more

    Nah ! for Nakoda 46 paise ~ warning was issued three years ago

    On December 6,2013 following on a blog reader Dinesh Sampat’s request I had posted the warning below with elaborate reasoning:

    Nah ! or Wah ! for Nakoda Ltd at Rs 10.50!? ~ This is for you Dinesh Sampat 🙂

    Posted on

    This Tuesday morning the Times of India edition carried a brief coverage of CBI arresting the Promoters of Nakoda for forging papers and manipulating accounts to avail of Bank Loans of over Rs 2000 crs which were siphoned off

    Here’s the coverage & here’s BSE asking for clarification from the company  on the same

    The Share Price is 46 paise on BSE …yes it’s still quoted

     

    Planning a Training Workshop that has a classic Theme for such low priced Wealth Destroyers & how & when to spot a turnaround & take the risk,if indicated  ….should announce it shortly

    Do not get seduced by low below par quotes & a mindset as “what could go wrong…the down side is limited !”….you’ve already been foolish in Global Trust Bank  (vapourised) & Kingfisher Airlines(suspended but as good as vapourised) just to mention a few black sheep

     

    Sterlite Tech Shareholders short circuited in the Demerger ! ?

    Sterlite Technologies (STL) Shareholders short circuited in the Demerger ! ?

    I was approached to buy some unlisted shares of Sterlite Power Transmission Ltd (SPTL) & then was astounded when told an offer had already come in for Rs 270 already !

    So what’s the Big Issue ? ~ How Can the Value of unlisted SPTL change dramatically upward by over 300% from Rs 112.30( as on March 31,2015 cut off date) that the company offered for in the demerger of STL  and paid in August 2016 & just eight months later value the same atR s 464.46 ! on March 2,2017 when they announced an EGM for March 29,2017 to issue new shares !(Details Below)

    It’s thus  to do with the low Valuation of unlisted SPTL as on cut off date March 31,2015 that was the subsidiary of listed STL that got the Power Division of  STL in the Demerger & then ceased to be a subsidiary post demerger.

    Haribhakti & Co LLC did the valuation on a NAV (for Holding Co) & Income DCF Approach (for Operations) at a maximum of  Rs 111.50 /share.Price Waterhouse & Co LLC also used similar Valuation approach and got  mariginally higher Maximum Valuation of Rs 112.30.Both had valued SPTL below Rs 900 crs only ! despite Income Approach having to consider Potential of Scale Operations in coming years.Both Valuation Reports are dated May 18,2015 in sync with STL Board Meeting Date as below.STL has gone with PWC

    These are the relevant Dates  & all relevant documents for Shareholder/Court/Exchanges Permissions & Approvals can be found here :

    May 18,2015 ~ Board of STL in a corporate restructuring decision approves the Scheme of Arrangement between the Demerged Company STL & Resulting Company SPTL (then subsidiary of STL)effective date April 1,2015.Decides to keep SPTL unlisted unlike the Adani Group that listed Adani Transmission after their restructuring exercise

    December 15,2015~ Court Convened Meeting of STL Shareholders passes the Scheme

    April 22,2016 ~ Mumbai High Court issues an Order approving the Scheme

    May 23,2016 ~ Order becomes effective on date of filing with Registrar of Companies

    June 15 & 16,2016 ~ STL begins ex demerger quote on June 15,2016 as Company has set June 16,2016 as record date for STL shareholders entitled to receive Demerger benefits of SPTL.SPTL ceased to be a subsidiary of STL on this Demerger & it was decided to keep it unlisted unlike the Adani Group which demerged & listed Adani Transmission.

    June 27, 2016 to August 8,2016 ~ Election Date Range for @ 122000 shareholders in STL up from under 120000 shareholders at June 30,2015 when the Demerger plans were announced in May 2015 and I wrote a detailed blogpost in July 2015 (see later below) .There were two options for Resident Shareholders ~ receive Equity Shares of  SPTL at Rs 112.30 (FV Rs 2) in a 1: 5 ratio for shares held in STL or go for the 8% Preference reedeemable shares of Rs 112.30 in the same 1: 5 ratio that would be reedeemed at Rs 125.55 in eighteen months from allottment.FPI/FIIs?Non Resident shareholders had to sell their shares back to the Promoters or their affiliates. read more