ICRA hit an upper circuit limit of 20% at Rs 1,913 at 9:41 IST on BSE after Moody's announced a conditional open offer to acquire an additional stake of at least 21.5% in the company.
The announcement was made after market hours on Friday, 21 February 2014.
Meanwhile, the BSE Sensex was down 35.27 points, or 0.17%, to 20,665.48.
On BSE, so far 11,000 shares were traded in the counter, compared with an average volume of 1,848 shares in the past one quarter.
The stock was currently stuck at a record high level. The stock hit a low of Rs 1,858 in initial trades. The stock hit a 52-week low of Rs 938.10 on 31 May 2013.
The stock had outperformed the market over the past one month till 21 February 2014, rising 1.71% compared with the Sensex's 2.59% fall. The scrip had, however, underperformed the market in past one quarter, falling 1.70% as against Sensex's 2.33% rise.
The small-cap company has an equity capital of Rs 10 crore. Face value per share is Rs 10.
ICRA announced a conditional open offer by Moody's Singapore along with Moody's Investment Company India and Moody's Corporation as persons acting in concert (PAC) with the acquirer Moody's Singapore for acquisition of up to 26.50 lakh shares representing 26.5% of the total fully diluted voting equity share capital of ICRA at an offer price of Rs 2000 per share in cash from public shareholders. The offer price of Rs 2000 is a premium of 25.45% to a closing price of Rs 1594.20 on Friday, 21 February 2014.
This offer is a conditional offer and is subject to a minimum level of acceptance of 21.49 lakh shares, representing 21.5% of the voting share capital. If the number of shares (which can be validly accepted as per the terms and conditions set out in the Letter of Offer) tendered in terms of the offer is less than 21.49 lakh shares, the acquirer shall not accept any shares tendered.
The offer is being made to the shareholders of ICRA as a result of the decision/intention of the acquirer to increase the shareholding of the acquirer and the PAC in ICRA by way of acquisition of upto 26.5% of the voting share capital, which together with the present shareholding of the acquirer and the PAC in ICRA, would result in them holding up to 55.009% of the voting share capital, which is more than the 5% creeping acquisition limit available to the acquirer under Regulation 3(2) of the Takeover Regulations.
This offer is conditional on the acquirer acquiring atleast 21.5% of the voting share capital (which together with the present shareholding of the acquirer and the PAC in ICRA, would result in the acquirer and the PAC holding at least 50.00001% of the voting share capital) which will make the acquirer along with the PAC the majority shareholders of ICRA and consequently in control of the company. Accordingly, this offer is also being made under Regulation 4 of the Takeover Regulations.
On a consolidated basis, ICRA's net profit rose 27.9% to Rs 14.75 crore on 13.7% increase in net sales to Rs 74.21 crore in Q3 December 2013 over Q3 December 2012.
ICRA is an independent and professional investment information and credit rating agency. Moody's is the single largest shareholder in ICRA with a 28.51% stake it holds through its subsidiary Moody's Investment Company India (as on 31 December 2013).
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