Shares of Tribhovandas Bhimji Zaveri Ltd (TBZ) are under scrutiny following an announcement by GRT Jewellers (India) Private Limited regarding an open offer. GRT Jewellers intends to acquire up to 1,72,70,845 fully paid-up equity shares from TBZ's public shareholders, which constitutes 25.88 percent of the voting share capital.
The offer price for these shares has been set at Rs 249.61 per share. This figure stands in stark contrast to TBZ's closing price of Rs 304.40 apiece on the day of the announcement, effectively placing the open offer at an 18 percent discount to the prevailing market price. Assuming full acceptance, the total value of this open offer is estimated at Rs 4,31,09,75,621, payable in cash, subject to the terms and conditions outlined in the public announcement.
Trigger for the Open Offer
This open offer was initiated after GRT Jewellers entered into a share purchase agreement (SPA) with TBZ's promoters and members of the promoter group. Under this agreement, GRT Jewellers committed to purchasing 4,94,59,775 shares, representing a substantial 74.12 percent of TBZ's voting share capital. The maximum price for these SPA sale shares was set at Rs 209 per share, with an aggregate consideration of up to Rs 1,033.71 crore.
TBZ informed the BSE that the price per SPA sale share and the maximum aggregate consideration might be subject to downward adjustments in accordance with the SPA's provisions. The completion of this primary purchase is contingent upon the satisfaction of certain conditions precedent, including the receipt of approvals from the Competition Commission of India (CCI) and lenders.
Advisory Roles in the Transaction
The complex transaction involved several key advisors. Deloitte served as the lead advisor to the overall transaction, while Axis Capital provided financial advisory services to GRT Jewellers. Trilegal acted as legal counsel for GRT, with Srihari & Co handling financial and tax due diligence. On TBZ's side, AZB & Partners offered legal counsel, and Ernst & Young LLP provided financial advisory services.