Navigant Corporate Advisors Limited has been appointed as the 'Manager to the Offer' by acquirer Nimesh Sahadeo Singh. This public announcement is made pursuant to and in compliance with Regulations 3(1) and 4 read with Regulations 13, 14 and 15(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

Nature of the Event

This is a mandatory open offer triggered by two underlying transactions: (1) a proposed preferential allotment of equity shares by Oseaspre Consultants Limited to the acquirer, and (2) the execution of a Share Purchase Agreement (SPA) between the acquirer and the existing promoter/promoter group of the Target Company.

Offer Details

  • Offer Size: Acquisition of up to 1,82,000 fully paid-up equity shares of face value ₹10 each
  • Percentage of Capital: 26.00% of the Emerging Equity and Voting Share Capital
  • Offer Price: ₹48 per equity share
  • Total Consideration: ₹87,36,000 (assuming full acceptance)
  • Mode of Payment: Entire consideration payable in cash
  • Type of Offer: Triggered Offer under Regulation 3(1) and 4 of SEBI (SAST) Regulations
  • Conditionality: Not conditional upon any minimum level of acceptance (as per Regulation 19(1))

Underlying Transactions Triggering the Offer

1. Preferential Allotment:

The Board of Directors of Oseaspre Consultants Limited, at their meeting held on September 18, 2026, approved a preferential allotment of 5,00,000 equity shares (71.43% of emerging capital). This comprises:

  • 3,25,000 equity shares to Nimesh Sahadeo Singh at ₹48 per share (including ₹38 premium)
  • 1,75,000 equity shares to public category investors at ₹48 per share (including ₹38 premium)

Member approval for this preferential allotment is being sought through an Extra Ordinary General Meeting scheduled for October 30, 2026.

2. Share Purchase Agreement:

Executed on September 18, 2026, for acquisition of 1,47,043 equity shares (21.01% of emerging capital) from five sellers:

  • Jehangir Nusli Wadia (Seller-1): 14,450 shares (2.06%)
  • Nowrosjee Wadia and Sons Limited (Seller-2): 87,243 shares (12.46%)
  • Tristar Charitable Foundation (Seller-3): 38,450 shares (5.49%)
  • Varnilam Investments and Trading Company Limited (Seller-4): 4,600 shares (0.66%)
  • MSIL Investments Private Limited (Seller-5): 2,300 shares (0.33%)

Total consideration for SPA: ₹70,58,064 at ₹48 per share.

Capital Structure Impact

  • Existing Share Capital: ₹20,00,000 divided into 2,00,000 equity shares of ₹10 each
  • Emerging Equity Capital: 7,00,000 equity shares of ₹10 each (post-preferential allotment)
  • Acquirer's Post-Transaction Holding: 4,72,043 shares (67.43% of emerging capital)
  • Acquirer's Pre-Transaction Holding: Nil (0.00%)

The acquirer proposes to be classified as a promoter of the Target Company. The reclassification of existing Promoter and Promoter Group as Public Shareholders is subject to compliance with Regulation 31A of SEBI (LODR) Regulations and receipt of requisite approvals.

Target Company Information

Oseaspre Consultants Limited (CIN: L74140MH1982PLC027652) is listed on BSE Limited (Scrip Code: 509782, ID: OSEASPR). The company's equity shares are infrequently traded as per Regulation 2(1)(j) of the Takeover Regulations.

Additional Information

  • A Detailed Public Statement will be published in newspapers on or before September 25, 2026, as per Regulation 14(3)
  • The acquirer has undertaken to comply with all obligations under SEBI (SAST) Regulations and has adequate financial resources to meet offer obligations
  • This is not a competitive bid
  • All information about the Target Company has been obtained from published and publicly available sources, with accuracy not independently verified by the Manager to the Offer

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