R Systems International Limited -DELISTING

R system international ltd has announced the intention to d list the company . non promoter shareholder hold 48.33% minimum required for a successful book built /discovered price 38.3% …one Individual Mr.Bhavook Tripathi hold 35.53% ! Rather he holds 36.93% …AMUSING CASE.
however it has been a personal experience that software company promoters do pay good price , higher than market price prevailing if delisting is successful . Patni computers , Polaris , Hexaware are some exmaples.

I try to read as much as possible when there is a word called “Delisting”.
The current market price is 270, and it seems blackstone will acquire the shares at 245 per share from the promoter and then make a conditional offer at 246 per share for the remaining 48%.

As Blackstone has given a conditional offer at 246 per share whilst the market price is 270, the delisting might not happen, though the controlling stake will be with Blackstone.

To delist they should get minimum of 90% followed by price discovery.

I am sure blackstone do not want this to be delisted.

Discl: The above are my personal thoughts and could be wrong.

DELISTING process called RBB is an open bidding process where one can bid ANY PRICE yes any price . there is no upper ceiling . in R system , promoters have given an Indicative price of 246 wherein to be announced by 23.11.2022 sebi prescribed formula based Floor price is awaited . Obviously floor price will be lower than Indicative price. in 99% cases these prices remain only of academic interest as delisting take place at much higher price. however it is the prerogative of promoters to accept or reject if discovered price is arrived means promoters are in position to make 90% which means book is built .
CONDITIONAL OFFER is this case means if Blackstone fail to make minimum 90% through RBB it will be prerogative of it to cancel/withdraw from the stake purchase agreement ( SPA) too.
it means blackstone may not buy stake in R system if fail to d list .
you can bank upon me for any query regarding delisting as i have participated in about 40-50 delisting cases as a bidder and keenly observe all such cases .

I thought blackstone is committed to buy the promoters stake irrespective whether they get 90% or not.
Can they cancel the stake purchase too. I thought they have a firm commitment from the existing promoters which is around 51%

Offer is a conditional offer and is subject to a minimum level of acceptance of Equity Shares representing 38.33% If the number of Equity Shares validly tendered is less than 38.33%,the Minimum Tender Condition, is not met, then either (A) the Acquirer and PAC shall not accept any Equity Shares tendered and shall not acquire any shares under the SPA and rescind the SPA and the Underlying Transaction and withdraw this Offer…(B)OR and …come out with an open offer of 26% or more shares… THIS IS MY UNDERSTANDING . DPS on or before 23 November will guide more since this is first time such conditional offer .

you are right

Conditional Open Offers

Conditional open offers are akin to standard open offers except that if the desired level of shares are not tendered by existing shareholders, the investor is not obligated to acquire any shares at all under the open offer. However, if the desired level of acceptance is not met, even the triggering transaction is not allowed to be completed. Effectively, a conditional open offer is an all or nothing commitment for the investor.

TENTATIVE SCHEDULE of delisting offer : 6 to 19 January , last date to withdraw from open offer in case of delisting failure 31 .01. 2023.

Rsystem , DFM foods and Phaarmasia are 3 officially announced DELISTING cases in market right now…i am not considering Khoday India which is fighting with bse for a fixed price delisting .