Key Quantitative Figures

  • Offer Price: ₹698 per fully paid-up equity share of face value ₹2 each
  • Offer Shares: Up to 1,39,77,911 equity shares
  • Offer Size: 26.00% of the equity share capital of Premier Explosives Limited
  • Maximum Consideration: ₹975,65,81,878 (assuming full acceptance)
  • Negotiated Price in SPA: Approximately ₹697.52 per share
  • SPA Transaction Size: 2,22,21,735 shares (41.33% stake) for ₹1,550 crore

Dates of Action

  • Public Announcement Date: July 9, 2026
  • Detailed Public Statement Date: July 15, 2026 (published July 16, 2026)
  • Draft Letter of Offer Filing: July 23, 2026
  • Identified Date: August 17, 2026
  • Tendering Period: September 1, 2026 to September 15, 2026
  • Last Date for Payment: September 29, 2026
  • Post-Offer Announcement: October 7, 2026

Parties Involved

Acquirer: Apollo Micro Systems Limited (AMSL)

  • Listed on BSE (540879) and NSE (APOLLO)

Target Company: Premier Explosives Limited

  • Listed on BSE (526247) and NSE (PREMEXPLN)

Seller: AKS Family Trust (existing promoter holding 41.33% stake)

Manager to Open Offer: Cumulative Capital Private Limited

  • SEBI Registration: INM000013129
  • Address: B 309-311, 215 Atrium, Nr. Courtyard Marriott Hotel, Andheri Kurla Road, Andheri East, Mumbai 400093

Registrar to Offer: KFin Technologies Limited

  • SEBI Registration: INR000000221
  • Address: Selenium, Tower B, Plot No- 31 and 32 Gachibowli, Financial District, Nanakramguda, Hyderabad 500032

Escrow Agent: State Bank of India

  • Escrow Account: "Premier Explosives Limited Open Offer Escrow Account"
  • Account Number: 45370975811

Buying Broker: R.L.P. Securities Private Limited

  • SEBI Registration: INZ000166638

Financial Arrangements

Escrow Arrangements:

  • Cash Escrow Amount: ₹9,76,00,000 (deposited July 13, 2026)
  • Bank Guarantee: ₹173,00,00,000 from State Bank of India (valid until December 31, 2026)
  • Total Escrow: ₹182,76,00,000 (exceeding regulatory requirements)

Financial Capacity Certification:

M/s VASG & Associates (FRN: 06070S) certified on July 9, 2026 that Acquirer has adequate financial resources to fulfill offer obligations.

Capital Structure Impact

Pre-Offer Shareholding (as of June 30, 2026):

  • Total Paid-up Capital: 5,37,61,195 equity shares of ₹2 each
  • Promoter (AKS Family Trust): 2,22,21,735 shares (41.33%)
  • Public Shareholders: 3,15,39,460 shares (58.67%)

Post-Offer Shareholding (assuming full acceptance):

  • Acquirer (AMSL): 3,61,99,646 shares (67.33%)
  • Public Shareholders: 1,75,61,549 shares (32.67%)

Conditions and Approvals

Required Statutory Approval: Competition Commission of India (CCI) approval under Competition Act, 2002

Offer Conditions:

  • Not conditional upon minimum acceptance level
  • Subject to receipt of CCI approval
  • May be withdrawn if statutory approvals not received

Risk Factors

1. Oversubscription Risk: If tendered shares exceed offer size, acceptance will be on proportionate basis

2. Withdrawal Risk: Acquirer may withdraw offer if statutory approvals not received or litigation arises

3. Tendering Restrictions: Once tendered, shares cannot be withdrawn during tendering period

4. Non-Resident Approval Requirements: Foreign shareholders must obtain necessary RBI/regulatory approvals

5. Market Price Fluctuation: Tendered shares will be locked until settlement completion

6. Tax Implications: Shareholders responsible for their own tax liabilities on capital gains

Procedure for Acceptance

  • Offer implemented through stock exchange mechanism via BSE (designated exchange)
  • Separate acquisition window will be provided
  • Shares can be tendered through registered brokers
  • Both dematerialized and physical shares accepted
  • Physical share documents must reach registrar within 2 days of offer closing
  • Non-resident shareholders must submit additional documentation

Taxation Note

  • STT applicable at 0.1% on transaction value
  • Capital gains tax implications based on holding period:
  • Long-term (holding >12 months): 12.5% on gains above ₹1,25,000
  • Short-term (holding ≤12 months): 20% on gains
  • No TDS deduction by acquirer for resident shareholders
  • Non-resident shareholders responsible for their own tax compliance

Documents for Inspection

Available at Manager's office (Cumulative Capital) including:

  • SPA dated July 9, 2026
  • Financial statements of both companies
  • Escrow agreements and bank guarantees
  • SEBI observation letter (when received)
  • Independent directors' recommendation

Declaration

Acquirer accepts full responsibility for information in the document and confirms awareness of SEBI SAST Regulations obligations. Information about target company compiled from publicly available sources.