Premier Explosives open offer completes 26% acquisition

Premier Explosives Limited completed its 26.00% open-offer acquisition after Apollo Micro Systems Limited accepted all 1,39,77,911 shares sought and paid Rs 986.35 crore on November 4, 2026. The stated 67.33% combined holding remains conditional because the separately agreed 41.33% share purchase agreement stake had not yet transferred.

How many Premier Explosives shares did the open offer acquire?

The open offer acquired 1,39,77,911 Premier Explosives shares, representing 26.00% of the issued, subscribed, paid-up and voting equity capital. Apollo Micro Systems offered to buy up to this number of fully paid equity shares, each with a face value of Rs 2, from public shareholders at the disclosed offer terms.

Shareholders tendered 1,47,40,325 shares, while Apollo Micro Systems accepted 1,39,77,911 shares. The accepted quantity exactly matched the offer capacity, leaving 7,62,414 tendered shares above the maximum number that could be accepted under the offer.

The offer opened on October 12, 2026 and closed on October 26, 2026. Cumulative Capital Private Limited, the manager to the offer, issued the post-offer advertisement dated November 5, 2026, and it was published on November 6 in four newspapers, including Business Standard in English and Hindi.

What price did Premier Explosives shareholders receive?

Premier Explosives shareholders received Rs 705.65 for each accepted share, comprising the Rs 698 offer price and applicable interest of Rs 7.65 per share. The post-offer advertisement reports the same per-share terms in the letter of offer and in the actual acquisition details.

The aggregate consideration for 1,39,77,911 accepted shares was Rs 986.35 crore, payable in cash. The filing identifies the interest payment as applicable under Regulations 18(11) and 18(11A) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, known as the SEBI SAST Regulations.

Apollo Micro Systems paid the consideration on November 4, 2026. This was before the November 9, 2026 last payment date specified in the schedule of activities disclosed in the letter of offer and the pre-offer advertisement-cum-corrigendum.

The filing does not provide a separate aggregate amount for the Rs 698 base price and the Rs 7.65 interest component. It reports only the combined Rs 705.65 per-share consideration and the total Rs 986.35 crore paid for the full 26.00% offer entitlement.

Why has the stated 67.33% holding not transferred in full?

The stated 67.33% holding combines the completed 26.00% open-offer acquisition with 2,22,21,735 shares, or 41.33%, agreed under a share purchase agreement, or SPA. Apollo Micro Systems held no Premier Explosives shares before the SPA and the public announcement, according to the acquisition table.

The 2,22,21,735 SPA shares had not transferred to Apollo Micro Systems as of the November 5, 2026 post-offer advertisement. The filing says the acquirer will consummate the SPA transaction after fulfilment of the conditions precedent stipulated in that agreement and in accordance with Regulations 22(1) and 22(3) of the SEBI SAST Regulations.

If the SPA transfer is completed, Apollo Micro Systems would hold 3,61,99,646 shares, representing 67.33% of Premier Explosives' equity capital. The filing does not identify the conditions precedent, give a completion date for their fulfilment, or state the consideration payable for the 41.33% SPA stake.

There were no equity shares acquired after the detailed public statement dated July 15, 2026, the filing says. The 26.00% open-offer acceptance was therefore the only disclosed completed acquisition following that statement, while the larger 41.33% agreed purchase remained pending transfer.

How would the transaction change Premier Explosives public shareholding?

Premier Explosives' public shareholding is stated to fall to 1,75,61,549 shares, or 32.67%, after completion of the open offer and the SPA transaction. That compares with 3,15,39,460 shares, or 58.67%, before the transaction described in the post-offer advertisement.

The comparison shows a reduction of 1,39,77,911 public shares and 26.00 percentage points. That share reduction matches the number accepted in the open offer, while the filing presents the 32.67% public-shareholding figure alongside the assumed 67.33% combined acquirer holding.

The filing does not separately disclose the public shareholding immediately after the November 4 payment but before the 41.33% SPA stake transfers. It instead presents the pre-transaction and post-completion ownership positions, with the SPA acquisition expressly marked as pending conditions precedent.

Following completion of both elements, the sellers are expected to cease being promoters under Regulation 31A(10) of the SEBI Listing Obligations and Disclosure Requirements Regulations. Dr. Amarnath Gupta, Dr. (Mrs.) Kailash Gupta and Amarnath Gupta Hindu Undivided Family are not to be reclassified under the public-shareholder category through that provision and are to reclassify as required under the regulations.

Conclusion

Apollo Micro Systems has completed the open-offer portion of the Premier Explosives control transaction by accepting the full 26.00% entitlement and paying Rs 986.35 crore on November 4, 2026. Demand exceeded capacity, with 1,47,40,325 shares tendered against 1,39,77,911 accepted, but the completed acquisition does not by itself establish the stated 67.33% holding.

The next disclosed event to watch is fulfilment of the SPA conditions precedent and transfer of 2,22,21,735 shares, or 41.33%, to Apollo Micro Systems. That transfer would complete the stated 3,61,99,646-share, 67.33% position and allow the promoter classification process described in the filing to proceed.