L&T is now nearer to its objective of obtaining a 51% stake in Mindtree after Nalanda Capital, an institutional investor, has learned to sell its entire 10.61% holding in the IT business to the significant facilities.
Sources said Nalanda’s move follows a SEBI showcase notice requesting shareholders from Mindtree not to subscribe to the open offer. It is learned that the notification was sent to Nalanda after last week’s proxy consulting company, InGovern Research wrote to SEBI requesting it to find out the reasons for Nalanda Capital’s greater price demand and to create dissonance among minority shareholders.
On June 17, the infrastructure major floated an open offer to purchase 5.13 crore shares, 31% of Mindtree’s equity, at a price of about 980 per share. The bid finishes on the 28th of June.
SEBI had sent a show cause notice last Thursday, sources said, wondering why action should not be taken against it as it is considered to have acted in concert to foil the open offer of L&T without creating a counter offer. This places the Nalanda based in Singapore in a place as it is registered with SEBI as a foreign portfolio investor.
Once the new managers are appointed by the shareholders at the 16th July Mindtree AGM, the amended board will have a total of 12 members, six of whom will be autonomous, three will represent L&T and three will represent the promoters. If animosity continues, board choices can be divided and bandwidth management restricted. “Minority shareholders should be worried that any extended Board uncertainty may result in a loss of shareholder value,” said the note.
L&T is likely to be comfortable once a 51% shareholder in Mindtree is established or has visibility. So, even if the open offer includes 15% to 20% of the shareholding, L&T would be comfortable, it said.