The Committee of Independent Directors (IDC) for Cubical Financial Services Limited has issued a recommendation regarding an open offer. The IDC has evaluated the offer terms for the acquisition of up to 3,77,44,200 Equity Shares. Their conclusion is that the offer price of Rs. 2.50 per share, along with applicable interest, is fair and reasonable, aligning with SEBI (SAST) Regulations, 2011.
Independent Directors’ Committee Reviews Open Offer
The Committee of Independent Directors (IDC) of Cubical Financial Services Limited has formally reviewed the open offer proposed by Mr. Manoj Agrawal and Mr. Amit Kumar Saraogi, along with their associated Persons Acting in Concert (PACs). This open offer aims to acquire up to 3,77,44,200 Equity Shares of Cubical Financial Services Limited, representing 26.00% of the emerging equity and voting share capital. The acquisition is being conducted under Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Offer Price Deemed Fair and Reasonable
Following a thorough review of all relevant documents, including the Public Announcement, Detailed Public Statement, and Letters of Offer, the IDC has concluded its assessment. The committee found the offer price of Rs. 2.50 per Equity Share, plus an applicable interest of up to Rs. 0.021 per Equity Share, to be fair and reasonable. This determination is made in accordance with the provisions of the SEBI (SAST) Regulations, 2011.
Key Valuation Factors Considered
The IDC’s recommendation is based on several key factors, including:
- The applicable interest offered for potential delays in payment.
- The offer price of Rs. 2.50 per Equity Share being in accordance with Regulation 8(2) of SEBI SAST Regulations.
- The offer price of Rs. 2.50 per Equity Share being higher than the highest negotiated price of Rs. 2.05 per share under the agreement that triggered the open offer.
- The offer price of Rs. 2.50 per Equity Share being higher than the volume-weighted average market price of Rs. 2.18 for the sixty trading days preceding the Public Announcement.
- The offer price of Rs. 2.50 per Equity Share being higher than the price of Rs. 2.44 under a proposed preferential issue.
Furthermore, the IDC noted that Cubical Financial Services Limited has not received any complaints from shareholders regarding the open offer process or valuation. The committee unanimously approved these recommendations.
Shareholders are advised to independently evaluate the open offer and make informed decisions regarding tendering their shares. The statement of recommendation will be made available on the company’s website, www.cubical90.com.
Source: BSE
