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

Nah ! or Wah ! for Nakoda Ltd at Rs 10.50!? ~ This is for you Dinesh Sampat ūüėÄ ¬†~ Replied to your query but thought of posting my View as a seperate Blogpost for wider viewership and reading

Nakoda Ltd is promoted by B G Jain & D B Jain and their Entities and it’s Textiles and POY Plants are in Karaj and Hathuran while the Windmills are in Tamil Nadu and Madhya Pradesh

SAT has upheld SEBI’s contention that Nakoda Promoters jumped up their shareholding from 26% to 44% on 19/11/2011 and violated the 5% creeping acquisition limit allowed and thus they have to make an open offer to shareholders who held Nakoda shares during that time at 10% interest from March 31,2012

This is the SEBI Order http://www.sebi.gov.in/cms/sebi_data/attachdocs/1373288066832.pdf

This is the SEBI Takeover Act 2011 http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316778211380.pdf

The warrant conversions were done at Rs 15 =>that’s at Rs 10 Premium and on the sub divided Rs 5 FV¬†….Share Price too at the time in 2011 was Rs 8 to Rs 9 and in the six months from July to December 2011 the highest the Share Price has been on BSE was Rs 12.80…the Face Value subdivision was made from Rs 10 to Rs 5 on 4/1/2010….The company also declared and paid dividend of 6% (30 Paise/share) to shareholders and 5 % (25 paise/share) to Promoters for December Year end 2012

The Open Offer has to be made to all Non Promoter Shareholders at should be at Rs 15….however only those who held the Shares and yet do when the Violation took place will be entitled to the 10% Interest pa from March 31,2012 over and above the Offer Price on the shares accepted

Promoters may contest now in Supreme Court or offer to buy out their obligated minimum shares to do so from Non Promoter shareholders

  • At Rs 15 + Interest as stipulated above less dividend adjustment of Rs 0.30 (6%) declared and paid in September this year for those Shareholders who held the shares¬†at the time of Violation between December 2011 and March 2012 and yet do
  • At Rs 15 less¬†dividend adjustment of Rs 0.30 (6%) declared and paid in September this year for other Shareholders

Other Warrants were converted in 2012 and 2013 at Rs 10,including Premium of Rs 5.

The current price is Rs 10.50…Offer Price should be @ ¬†Rs 14.70 to New Shareholders and Rs 17 to those Non Promoter Shareholders who held the share between December 2011 and March 2012 ….and less than half their shares will constitute the minimum Obligation to be picked up by the Promoters

As of September 30,2013 the Equity was 30 crs shres of FV Rs 5 each => Rs 150 crs…..Promoters held 53.98% stake or 16.19 cr shares and Non Promoters held 46.02% or 13.81 cr shares

The Offer has to be for at least 26% of the Equity Capital.However this would take the Promoters holding to over the maximum permissible 75%…thus they will absorb only 21.02 % of the Capital=> @ 6.31 cr shares of the 13.81 crs held by the Public.This is @ 47% of the Public Holding read more