The results of the postal ballot, seeking shareholders' approval for issuing shares by Kalindee Rail, to Texmaco, on a preferential allotment basis, are in favour of the allottee. “The results are in our favour and a resolution has also been passed,” Saroj Poddar told FE. The approval paves the way for Poddar to take over Kalindee Rail.
Kalindee's promoters had decided to allot Adventz Group company Texmaco 24.9% shares via preferential route to counter Jupiter Metal’s hostile bid to buy stake in Kalindee. “It is now most likely that Kalindee is coming under the fold of Adventz. We have the shares through the allotment and also the promoter’s stake of 11.74% which takes our share in Kalindee to 36-37%,” a confident Poddar said. Jupiter Metal had said it would make an open offer at Rs 70 per share for a 30% stake against Adventz’s offer of Rs 68.
The battle started on July 10 after Jupiter Metal, part of the Jaipur-based Om Kothari Group, made a hostile bid to buy 26% in Kalindee. Jupiter made the offer at a time it did not hold any shares in Kalindee. Kalindee wanted to prevent Jupiter and so on July 13 roped in Saroj Poddar’s Texmaco Rail, deciding to allot it 24.9% shares via preferential route at Rs 63.13 a share.
Subsequently, on July 17, Jupiter proposed a non-conditional open offer for 30% in Kalindee at R65 a share.
Texmaco Rail on July 20 agreed to acquire the entire promoter stake of 11.74% in Kalindee. The Adventz board approved a resolution to make an open offer to minority shareholders of Kalindee at a price of R68 per share in line with the Sebi rules. Takeover rules mandate anyone acquiring 25% to make an offer to minority shareholders for at least 26%.
While Adventz’s offer was Rs 68 per share, Jupiter offered R70. Adventz, however, stuck to its offer on the strength of share purchase agreement.