The buy-back offer, that the board of the Bengaluru-based mid-tier IT services company Mindtree, would be considering on Wednesday, would be difficult to get through in wake of the open offer by engineering behemoth Larsen and Toubro (L&T).
“Now it’s a closed door for them. Even if they announce the buyback, they will have to go back to the shareholders to get approval. So, it seems like a waste of an exercise,” Shriram Subramanian, MD at InGovern Research Services, a proxy advisory services firm told DH.
He quoted Section 26 (2-d) of Substantial Acquisition of Shares & Takeover (SAST) Regulations of the Securities and Exchange Board of India (Sebi), that rules that upon the public announcement of an open offer, the board of the target company shall not implement any buyback of shares or affect any other change to the capital structure unless the approval of 75% of shareholders by a special resolution by postal ballot is obtained.
As of date, L&T has entered an agreement to buy 20.15% of the company’s stake from Café Coffee Day owner VG Siddhartha. It has also launched an open offer to take over around 46% of the MindTree’s stake at Rs 980 per share.
As of now, the company’s management has claimed support of just 23.93% of the remaining 79.85% of the shareholders – which includes promoter group owning 13.32% stake and Singapore-based Nalanda Capital, which owns 10.61% stake in the company.