A public announcement has been made regarding a proposed open offer for Castrol India. Motion JVCo Limited, along with several PACs, intends to acquire up to 25,71,71,820 fully paid-up equity shares, representing 26.00% of the equity share capital. The offer price is INR 194.04 per equity share. This offer is subject to the terms and conditions outlined in the announcement and pending regulatory approvals.
Details of the Open Offer
Motion JVCo Limited, acting with Stonepeak Motion Holdco Limited and other persons acting in concert (PACs), has announced an open offer to acquire a substantial portion of Castrol India’s equity shares. The offer targets up to 25,71,71,820 equity shares from public shareholders.
Financial Terms
The offer price is set at INR 194.04 per equity share. This represents a total potential consideration of up to INR 4,990,16,19,952.80, assuming full acceptance of the offer.
Acquirer and PACs
The acquirer is Motion JVCo Limited, with Stonepeak Motion Holdco Limited, Stonepeak Infrastructure Fund V Cayman, Stonepeak Infrastructure Fund V (Lux) and CPP Investment Board Private Holdings (6) Inc. acting as persons in concert (PACs). These entities are making the offer to increase their stake in Castrol India.
Underlying Transaction
This open offer is triggered by an agreement where the Acquirer will indirectly acquire sole control of Castrol Limited by acquiring 100% of Castrol Group Holdings Limited (CGHL). It is subject to certain conditions, including regulatory approvals.
Shareholding Implications
Currently, Castrol Limited holds 50,44,52,416 Equity Shares of Castrol India, constituting 51.00% of the Equity Share Capital. Post the underlying transaction, the Acquirer will hold 100% equity share capital and sole control over CGHL, leading to indirect control over Castrol Limited.
Important Considerations
The offer is subject to the completion of the Underlying Transaction. If the transaction fails, the Acquirer will not proceed with acquiring the shares. Upon successful completion of the transaction, the Acquirer, directly or indirectly, will hold an aggregate of 76,16,24,236 Equity Shares constituting 77.00% of the Equity Share Capital, assuming full acceptance of the Open Offer.
Source: BSE