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GHV INFRA PROJECTS LIMITED — M&A Activity 2025
Mar 12, 2025
62297_rns_2025-03-12_7a6eb4e3-ca70-48d0-84c5-2bee4b1a0a38.pdf
M&A Activity
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NAVIGANT CORPORATE ADVISORS LIMITED
Regd. Office: 804, Meadows, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri-Kurla Road, Andheri (East) Mumbai-400 059; Tel: +91-22- 4120 4837 / +91 22 4973 5078 Email: [email protected]; Website:www.navigantcorp.com (CIN: L67190MH2012PLC231304)
Date: 12.03.2025
The Manager Dept. of Corporate Services BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001
- Sub: Submission of Post Offer Advertisement in terms of Regulation 18 (12) of SEBI SAST (Regulations), 2011 of GHV Infra Projects Limited (formerly known as Sindu Valley Technologies Limited) (BSE Code: 505504)
- Ref.: Open Offer to acquire upto 40,82,000 Equity Shares of Rs. 10/- each at a price of Rs. 30/- per fully paid-up Equity Share of GHV Infra Projects Limited (formerly known as Sindu Valley Technologies Limited) ('Target Company') representing 28.32% of the Existing Equity and Voting Share Capital by Jahidmohmed H. Vijapura (Acquirer-1) and JHV Commercials LLP (Acquirer-2) (Acquirer-1 and Acqui hereinafter collectively referred to as the "Acquirers") along with Husena A. Musamji (Person Acting in Concert / PAC)
Dear Sir,
This is with reference to the above please find the Post Offer Advertisement in terms of Regulation 18(12) of SEBI SAST (Regulations), 2011 hard and soft copy being issued by us on behalf of captioned Acquirers and PAC with regard to open offer for acquisition of Equity Shares of GHV Infra Projects Limited by Acquirers and PAC which was published on 12 March, 2025 in Financial Express - English Daily (all editions); Jansatta - Hindi Daily (all editions); Pratahkaal - Marathi Daily (Mumbai edition); Kolaravaani - Kannada Daily - (Bangalore Edition).
We certify that the contents of the PDF format in soft copy are identical with the hard copy of Post Offer Advertisement.
Thanks & Regards,
For Navigant Corporate Advisors Limited
Sarthak Vijlani Managing Director
GHV INFRA PROJECTS LIMITED Open offer for acquisition of 40,82,000 Equity Shares of Rs. 10/- each representing 28.32% of the existing equity and voting share capital of the Target Company by Mr. Jahidmohmed H. Vijapura ("Acquirer-1") and M/s. JHV Commercials LLP ("Acquirer-2"), (Acquirer-1 and Acquirer-2 hereinafter collectively referred to as the "Acquirers") along with Mrs. Husena Musamji, Person Acting in Concert (hereinafter referred to as "Person Acting in Concert" / "PAC") This Post offer Advertisement is being issued by Navigant Corporate Advisors Limited, The Manager to the offer, on behalf of the Acquirers and PAC, in connection with the offer made by the Acquirers and PAC in compliance with regulation 18 (12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulation, 2011"). The Detailed Public Statement ("DPS") pursuant to the Public Announcement ("PA") made by the Acquirers and PAC have appeared in Financial Express - English Daily (all editions); Jansatta - Hindi Daily (all editions); Pratahkaal - Marathi Daily (Mumbai edition); Kolaravaani - Kannada Daily – (Bangalore Edition) on October 25, 2024. 1. Name of the Target Company : GHV Infra Projects Limited (Formerly known as Sindu Valley Technologies Limited) 2. Name of the Acquirers along with Mr. Jahidmohmed H. Vijapura ("Acquirer-1"), Person Acting in Concert : M/s. JHV Commercials LLP ("Acquirer-2") and Mrs. Husena Musamji, Person Acting in Concert ("PAC") 3. Name of the Manager to the offer : Navigant Corporate Advisors Limited 4. Name of the Register to the officer : MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) 5. Offer details th a) Date of Opening of the Offer : Tuesday, 18 February, 2025 th b) Date of the Closing of the offer : Wednesday, 05 March, 2025 6. Date of Payment of Consideration : N.A. since no shares tendered in the Open Offer 7. Details of the Acquisition : (Formerly known as Sindu Valley Technologies Limited) ("GIPL" or "GHV"/ "TARGET COMPANY" / "TC") (Corporate Identification No. L43900KA1976PLC173212) nd Registered Office: No. 3, 2 Floor, Dr TCM Royan Road, Opp Ayyappan Temple, Bengaluru, Karnataka, 560053; th Corporate Office: Kanakia Wall Street, A-511/512, 5 Floor, Andheri Kurla Road, Chakala, Andheri East, Mumbai-400093 Phone No.: +91- 22 67250014; Email id: [email protected]; Website: www.ghvinfra.com Sr No. Particulars Proposed in the Offer Document Actual 7.1. Offer Price Rs. 30 per Equity Share Rs. 30 per Equity Share 7.2. Aggregate number of Shares tendered 40,82,000 Nil 7.3. Aggregate number of Shares accepted 40,82,000 Nil 7.4. Size of the offer (Numbers of shares multiplied by Offer price per share) Rs. 1,224.60 Lacs Nil 7.5. Shareholding of the Acquirers and PAC before Share Purchase Agreement (SPA) and Public Announcement (No. & %) Nil (0.00%) Nil (0.00%) 7.6. Shares Acquired by way of Share Purchase Agreement (SPA) and P ?referential Allotment ?Number % Fully Diluted Equity Share Capital 1,06,64,860 (73.98%) 1,06,64,860 (73.98%) 7.7. Shares Acquired by way of Open offer ??Number % Fully Diluted Equity Share Capital 37,50,140 (26.02%) 0 (0.00%) 7.8. Shares Acquired af ? ter detailed Public Statement ?Number of Shares acquired ?Price of the shares acquired % of the shares acquired Not Applicable Not Applicable 7.9. Post offer Shareholding of Acquirers along with Person Acting in Concer ?t ?Number % Fully Diluted Equity Share Capital 1,44,15,000 (100.00%) 1,06,64,860 (73.98%) P?re and Post Offer Shareholding of Public Shareholders Pre - Offer Post Offer Pre - Offer Post offer
POST OFFER ADVERTISEMENT TO THE EQUITY SHAREHOLDERS OF
- ?Number % Fully Diluted Equity Share Capital
*Computed as a percentage of Existing Equity and Voting Share Capital of GIPL. (1.28%)*
Note: The Board of Directors of the Target Company at their meeting held on October 18, 2024, has authorized a preferential allotment of 1,50,00,000 equity shares, out of which 1,10,00,000 equity shares to Acquirer and PAC (1,02,50,000 equity shares to Acquirer-2 and 7,50,000 equity shares to PAC) and 40,00,000 equity shares to public category investors. Accordingly, offer to public shareholders was given of 26.00% of 1,57,00,000 equity shares (after considering proposed allotment of 1,50,00,000 equity shares). However, Board of Directors of Target Company on December 12, 2024 has allotted 1,37,15,000 equity shares out of which 1,01,50,000 equity shares to Acquirer and PAC (94,00,000 equity shares to Acquirer-2 and 7,50,000 equity shares to PAC) and 35,65,000 equity shares to public category investors). Accordingly, Existing Equity and Voting Share Capital has been revised to 1,44,15,000 equity shares and offer of 40,82,000 given to public shareholders stands of 28.32% of Existing Equity and Voting Share Capital. However, public shareholding after the preferential allotment of 35,65,000 equity shares is 37,50,140 equity shares hence maximum number of shares can be tendered by public in this open offer was 37,50,140 equity shares.
1,85,140
Nil (0.00%) 1,85,140 (1.28%)* 37,50,140 (26.02%)
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The Acquirers along with Person Acting in Concert accepts full responsibility for the information contained in this Post Offer Advertisement and also for the fulfillment of his obligations as laid down by SEBI (SAST) Regulations, 2011.
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A copy of this Post Offer Advertisement will be available on the website of SEBI.
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Capitalized terms used in this advertisement and not define herein, shall have same meaning assigned to them in the Letter of Offer dated 04.02.2025.
ISSUED BY MANAGER TO THE OFFER FOR AND ON BEHALF OF THE ACQUIRERS AND PAC NAVIGANT CORPORATE ADVISORS LIMITED 804, Meadows, Sahar Plaza Complex, J B Nagar, Andheri Kurla Road, Andheri East, Mumbai - 400059. Tel No. +91 22 4120 4837 / 4973 5078 Email id: [email protected] Website:www.navigantcorp.com SEBI Registration No: INM000012243 Contact person: Mr. Sarthak Vijlani
Place: Mumbai Date: March 11, 2025
7.