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The Original CHAUKIDAAR ,“TAKEOVER WATCHMAN” since 2007. CA. Arun Goenka* hands-on experience in the share market* deep knowledge of laws and account*one of the early players, pioneered an investment strategy in TAKEOVERS*The WIRC - of The Institute of Chartered Accountants of India, has honoured him with the ‘Recognition of CAs in Social Service’. * often invited by National business news; electronic and print media, for his views on SEBI related matters. * history of red-flagging 100+ cases to SEBI* contributes by giving inputs in drafting amendments to the regulation* Some of the suggestions reflected in subsequent regulatory changes: (a). In takeover of Cairn 3,750 Crores non-compete fees waived off and ultimately Removal of Non-compete fee in 2011 (b) November 2009 amending Regulation 11 (1). (c)Listing agreement baring promoters from voting on related party. (d) Disclosure of past performance by merchant bankers in case of IPO (e) SAST 2011 regulation 10(1)(h), (f) Counter Offer in case of Delisting (g) Interest payment to all in case of delays in Open Offers(05.06.20).

Sunday, June 7, 2020

VEDANTA DELISTING - Let's not stymie it.-follow up 06.06.20


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Email : SirenBajao@gmail.com

VEDANTA DELISTING - Let's not stymie it.-follow up 06.06.20

Vedanta has declared the results today with a loss of Rs.12,083 Crs. This loss is not an Operational loss but an optional loss. The company has decided to take a hit of Rs. 17,132 Crs.in this quarter  as impairment in its oil assets.

As a shareholder of the company, I should be very upset at such a bad result but I am not. I am no longer a long term investor in the company. My immediate focus is DELISTING. The first question that comes to mind is why such a huge exceptional write down just before the big event of delisting? It seems that all these actions are supposed to lead the delisting offer to success. Puzzled? Let me explain. 

Assuming the success of the Postal Ballot, the delisting offer is now headed for Reverse Book Building (RBB). The discovered price in the RBB is the price at which the Acquirer/Promoter can delist the shares. How this price is discovered? The price at which the cut-off level is reached, i.e. the price at which the promoter’s holding is able to reach the 90% level, is the discovered price.  Had the results been very good, no doubt people’s expectation would have gone  up and the RBB price would have shot up. With such a bad result people would be willing to dump their shares. In fact if there was no overhang of Delisting offer, there would have been heavy selling on next trading day, i.e. Monday  08.06.2020 bringing down the price of the shares. As against this, if I am able to correctly understand the price movement on Friday (05.06.20) with heavy volume and  scheme of things to come, on Monday the prices will shoot up because with this kind of heavy write down, the success of the delisting offer is  ensured. How?
1.     At the first place the RBB itself will be lower and more reasonable and at an acceptable level for the promoters. Before such a bad result the, the prices of Vedanta shares were hovering in the region of 60-80, if there was no delisting, you can bet, the price would have slipped further. It is now in the interest of the shareholders to pray for the success of the delisting. Be reasonable. A 50% premium to the indicative price will mean a price around 125-135. This should be acceptable to the acquirer.
2.     Secondly, recall what happened  in the case of LINDE India(January 2019)? The discovered price was Rs.2,000/- as against the market price of about 700, the acquirers called–off the delisting. It seems that the promoters of Vedanta are preparing themselves for such an eventuality. By taking such a huge impairment/loss they are reducing the book value. As per Regulation 16(1A) of the Delisting regulations, the promoters are now allowed to give a counter offer but such counter offer cannot be lower than the Book- Value. On a rough calculation, the book value is coming to around 148.
Thus my guess is that the delisting offer can fetch you a price of around 125 or a maximum of Rs.150.
6th  June 2020

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