Acquirers Announce Open Offer for Fabino Enterprises Ltd Shares, Targeting 26% Equity

Acquirers Announce Open Offer for Fabino Enterprises Ltd Shares, Targeting 26% Equity​

A consortium of acquirers, including R G Family Trust, Sameer Gupta, and Sundeep Gupta, has launched an Open Offer for the acquisition of equity shares in Fabino Enterprises Limited. The offer aims to acquire up to 5,46,000 equity shares, representing 26.00% of the company’s total equity share capital at a fixed price of ₹ 20/- per fully paid-up Equity Share, payable in cash.

The Open Offer targets existing shareholders, excluding the parties involved in the underlying Share Purchase Agreement (SPA). The bidding period is scheduled to run from June 29, 2026, to July 10, 2026.

Details of the Acquisition and Valuation​

The acquisition initiative follows an earlier agreement where the Acquirers agreed to purchase 11,93,200 equity shares constituting 56.82% of the target company’s capital from a group of sellers on April 28, 2026. The negotiated price for these SPA shares was ₹ 18/- per share, totaling ₹ 2,14,77,600/-.

The current Open Offer is being conducted to acquire the remaining portion of the equity, with Acquirers projecting that full acceptance could result in their total holding reaching 17,39,200 Equity Shares, or 82.82% of the company's equity capital.

In justifying the offer price of ₹ 20/- per share for the public shares, the Acquirers reviewed several parameters, including:

• The highest negotiated price for the acquisition under the SPA at ₹ 18/-.
• The volume-weighted average market price calculated over a 60 trading day period preceding the Public Announcement, which was ₹ 15.74/-.

The Acquirers and the Manager to the Offer state that the offer price of ₹ 20/- is justified as it represents the highest among these parameters.

Financial Requirements and Timeline​

To finance the acquisition of up to 5,46,000 equity shares from the public shareholders, the total funding requirement for the Open Offer is set at ₹ 1,09,20,000/- (Rupees One Crore Nine Lakh & Twenty Thousand Only). The acquisition will be financed through internal resources.

As per the terms of the offer, a Special Escrow Account has been created by the Acquirers to hold an amount equivalent to 25% of the total Offer Consideration, totaling ₹ 27,30,000/-.

The key operational dates for the Open Offer are as follows:

Acquirers’ Financial Standing​

The consortium of Acquirers includes R G Family Trust (Acquirer No 1), Sameer Gupta (Acquirer No 2), and Sundeep Gupta (Acquirer No 3). The financial capacity of the Acquirers has been attested by chartered accountants.

As reported as of the date of the Letter of Offer:

• R G Family Trust holds a Capital of ₹ 90.00 Crore and Net worth of ₹ 97.91 Crore (based on provisional financials as of March 31, 2026).
• Sameer Gupta has reported a Net worth of ₹ 183.55 Crore as of February 28, 2026.
• Sundeep Gupta has reported a Net worth of ₹ 241.54 Crore as of February 28, 2026.

Offer Process and Terms​

The Open Offer is structured to acquire up to 5,46,000 equity shares representing 26.00% of the total equity capital. Shareholders who tender their shares must ensure they have good title and that the shares are fully paid up and free from any liens or encumbrances.

The offer period includes:

• Offer Opens: June 29, 2026 (Monday).
• Offer Closes: July 10, 2026 (Friday).
• Payment of Consideration: Within ten Working Days from the Offer Closing Date.

The Acquirers have committed that they will not sell the Equity Shares of the Target Company during the 'Offer Period'. All shareholders are advised to consult professional advisors regarding tax liability pursuant to this transaction.

Stock Price Movement​

Fabino Enterprises Ltd. shares settled at ₹20.31 on Monday, marking a strong gain of 4.96%. However, the stock was locked completely flat throughout the trading session, with both the high and low points registered at ₹20.31.