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DRAFT LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer (“LOF”) (as defined below) will be sent to you as a Public Shareholder (as defined below) of RR Metalmakers India Limited (“Target Company” or
“Company”). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer (as defined below)
or Registrar to the Offer (as defined below). In case you have recently sold your Equity Shares (as defined below) of the Company, please hand over this LOF and the accompanying
Form of Acceptance (as defined below) and transfer deed to the member of Stock Exchange (as defined below) through whom the said sale was effected.
OPEN OFFER (“Open Offer”/ “Offer”) BY
RB International Holdings Limited (“Acquirer-1”),
Kalamu House, 11 Coldbath Square, London, EC1R 5HL, United Kingdom. Contact No.: +44 7424443030 | Email ID: suyog@rexbrownltd.co.uk
Suyog Yogesh Desai (“Acquirer-2”),
Residing at 2A, Cowgate Road, Greenford, London – UB6 8HQ, United Kingdom. Contact No.: +44 7424443030 | Email ID: suyog@rexbrownltd.co.uk
Nikita Suyog Desai (“Acquirer-3”),
Residing at 11, Parambaug, Opp. Satyaraj Farm, Pipan, Sanand Bavla Highway, Pipan, Ahmedabad – 382110, Gujarat, India. Contact No.: +91 9099878677 | Email ID:
nikitasuyog@yahoo.co.uk
to the Public Shareholders of
RR METALMAKERS INDIA LIMITED
Registered Office: B-001 & B-002, Ground Floor, Antop Hill Warehousing Complex Ltd, Barkat Ali Naka, Salt Pan Road, Wadala (E), Mumbai - 400037, Maharashtra, India.
Corporate Office: 2nd Floor, Sugar House, 93/95, Kazi Sayed Street, Mumbai – 400003, Maharashtra, India.
CIN: L51901MH1995PLC331822 | Tel. No: (+91) 22 6192 5555 / 56 | Email: cs@rrmetalmakers.com | Website: www.rrmetalmakers.com
to acquire up to 23,42,295 (Twenty Three Lakhs Forty Two Thousand Two Hundred Ninety Five) fully paid-up equity shares of face value of ₹ 10/- (Indian Rupees Ten Only)
each, representing 26% (Twenty Six Percent) of the Equity Share Capital of the Target Company at a price of ₹ 23.85 (Rupees Twenty Three and Paisa Eighty Five Only) per
Equity Share, payable in cash.
P LEASE NOTE
1. This Open Offer is being made by the Acquirers pursuant to and in compliance with Regulations 3(1) and 4 and other applicable regulations of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“SEBI (SAST) Regulations”)
2. This Open Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19 of SEBI (SAST) Regulations.
3. As on the date of this DLOF (as defined below), there are no statutory or other approval(s) required to complete the Underlying Transaction (as defined below) contemplated
under the SPA (as defined below) and the acquisition of Offer Shares (as defined below) that are validly tendered pursuant to this Open Offer. However, in case any other
statutory approvals become applicable and are required by the Acquirers at a later date before the closure of the Tendering Period (as defined below), this Open Offer shall
be subject to receipt of such further approvals.
4. Where any statutory or other approvals extend to some but not all of the Public Shareholders (as defined below), the Acquirers shall have the option to make payment to
such Public Shareholders in respect of whom no statutory approvals or other approvals are required in order to complete this Open Offer.
5. Under Regulation 18(4) of the SEBI (SAST) Regulations, the Acquirers are permitted to revise the Offer Price (as defined below) at any time prior to the commencement
of the last 1 (One) Working Day (as defined below) before the commencement of the Tendering Period. In the event of such revision, in terms of Regulation 18(5) of the
SEBI (SAST) Regulations, the Acquirers shall: (i) make corresponding increase to the escrow account, (ii) make a public announcement in the same newspapers in which
the DPS (as defined below) was published, and (iii) simultaneously notify SEBI (as defined below), Stock Exchange and the Target Company at its registered office. Such
revision would be done in compliance with other requirements prescribed under the SEBI (SAST) Regulations. The same price shall be payable by the Acquirers for all the
Equity Shares tendered anytime during the Open Offer.
6. This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
7. There has been no competing offer as on the date of this DLOF.
8. A copy of Public Announcement (as defined below) and Detailed Public Statement (as defined below), DLOF, corrigendum, if any and LOF (including Form of Acceptance)
shall be available on the website of Securities and Exchange Board of India (“SEBI”) i.e. www.sebi.gov.in and on the website of Manager to the Offer i.e.
https://www.vivro.net/
All future correspondence, if any, should be addressed to the Manager to the Offer/ Registrar to the Offer at the address mentioned below:
MANAGER TO THE OFFER REGISTRAR TO THE OFFER
Vivro Financial Services Private Limited Adroit Corporate Services Private Limited
Address: Vivro House, 11 Shashi Colony, Opp. Suvidha Shopping Centre, Address: 18-20, Jaferbhoy Industrial Estate, 1st Floor, Makawana
Paldi, Ahmedabad – 380007. Gujarat. India. Road, Marol Naka, Andheri (East), Mumbai 400 059,
Maharashtra, India.
CIN: U67120GJ1996PTC029182
CIN: U67190MH1994PTC079160
Tel. No.: +91 79- 4040 4242
Tel No.: +91 22 42270449
Website: www.vivro.net
Website: www.adroitcorporate.com
SEBI Reg. No.: MB/INM000010122
SEBI Reg. No.: INR000002227
Email: investors@vivro.net
Email: haraprasadn@adroitcorporate.com
Contact Person: Shivam Patel
Contact Person: Mr. Hara Prasad Nahak
OFFER OPENS ON: Wednesday, September 23, 2026 OFFER CLOSES ON: Wednesday, October 7, 2026
TENTATIVE SCHEDULE OF MAJOR ACTIVITIES OF THE OPEN OFFER
The schedule of major activities under the Offer is set out below:
Activity Day and Date(1)
Issue of Public Announcement Thursday, July 30, 2026
Publication of the DPS in newspapers Thursday, August 6, 2026
Last date of filing of Draft LOF with SEBI Thursday, August 13, 2026
Last date for Public Announcement for competing offer Monday, August 31, 2026
Last date for receipt of comments from SEBI on the draft LOF (in the event
SEBI has not sought clarification or additional information from the Friday, September 4, 2026
Manager to the Offer)
Identified Date(2) Tuesday, September 8, 2026
Last date for dispatch of the Letter of Offer to the Public Shareholders Wednesday, September 16, 2026
Last date by which a committee of independent directors of the Target
Company is required to give its recommendation to the Public Shareholders Friday, September 18, 2026
of the Target Company for this Offer
Last date for upward revision of the Offer Price and/or the Offer Size Monday, September 21, 2026
Date of publication of opening of Open Offer public announcement in the
Tuesday, September 22, 2026
newspaper in which DPS has been published
Date of commencement of Tendering Period (“Offer Opening Date”) Wednesday, September 23, 2026
Date of closure of Tendering Period (“Offer Closing Date”) Wednesday, October 7, 2026
Last date of communicating of rejection/acceptance and completion of
payment of consideration for accepted tenders or return of unaccepted Thursday, October 22, 2026
shares
Last date for publication of post Open Offer public announcement in the
Thursday, October 29, 2026
newspaper in which DPS has been published
Last date of filing the final report to SEBI Thursday, October 29, 2026
1. The above timelines are indicative (prepared on the basis of timelines provided under the SEBI (SAST)
Regulations) and are subject to receipt of statutory/ regulatory approvals and may have to be revised accordingly.
To clarify, the actions set out above may be completed prior to their corresponding dates subject to compliance
with the SEBI (SAST) Regulations.
2. *I
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