Sammaan Capital Limited has announced the commencement of a tender offer to purchase up to US$45,000,000 of its outstanding US$450,000,000 7.5% Senior Secured Social Bonds due 2030. The Securities Issuance and Investment Committee approved this strategic initiative on April 7, 2026, designed to provide liquidity to bondholders while utilizing the company's available cash resources.

Tender Offer Structure and Terms

The tender offer presents a straightforward structure with consistent pricing across different tender periods. The company will pay US$1,000 per US$1,000 principal amount of bonds, regardless of when bondholders choose to tender during the offer period.

Key Timeline and Deadlines

The tender offer follows a structured timeline with specific deadlines for different phases of the process. Bondholders have multiple opportunities to participate, with the company offering the same consideration regardless of timing.

Committee Approval and Documentation

The Securities Issuance and Investment Committee meeting, held on April 7, 2026, from 8:15 P.M. to 9:00 P.M., approved several key components of the tender offer. The committee authorized the tender offer memorandum, dealer manager agreement, and engagement letter with the information and tender agent.

The dealer manager agreement establishes the framework for identifying and contacting bondholders to solicit tender offers. The company has confirmed that the dealer manager entities have no shareholding relationship with Sammaan Capital Limited, ensuring the transaction maintains arm's length characteristics.

Transaction Mechanics and Conditions

The tender offer includes provisions for pro-rata acceptance if the total amount tendered exceeds the US$45,000,000 maximum purchase amount. Bondholders must tender bonds in minimum denominations of US$200,000 principal amount or higher integral multiples of US$1,000.

The company reserves the right to extend, terminate, or withdraw the tender offer at its sole discretion, subject to applicable law. Additionally, accrued and unpaid interest will be paid in cash for any bonds purchased through the tender offer, calculated from the last interest payment date up to but excluding the applicable payment date.

Strategic Rationale

The tender offer represents Sammaan Capital Limited's strategy to utilize cash on its balance sheet to provide liquidity to bondholders by purchasing a portion of the outstanding bonds at par value. This approach allows the company to manage its debt profile while offering bondholders an opportunity to exit their positions at favorable terms.

Sammaan Capital has witnessed major corporate developments with Avenir Investment RSC Ltd completing a substantial acquisition and subsequently receiving a Citigroup open offer letter. The transaction, executed on March 31, 2026, represents one of the significant stake acquisitions in the company, positioning Avenir Investment as a major stakeholder with substantial voting rights and potential ownership expansion through warrants.

Citigroup Open Offer Development

Following the completion of Avenir Investment's acquisition, Sammaan Capital has received an offer letter from Citigroup for an open offer. The open offer structure targets the acquisition of additional shares from existing shareholders as part of the regulatory compliance process.

Regulatory Disclosure Filing

Avenir Investment RSC Ltd filed a disclosure under Regulation 18(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 on April 02, 2026. The filing was submitted to BSE Limited, National Stock Exchange of India Limited, and Sammaan Capital Limited, confirming the completion of the preferential allotment transaction.

Transaction Overview

The preferential allotment was structured under a comprehensive share subscription agreement dated October 02, 2025, between Avenir Investment RSC Ltd (the acquirer) and Sammaan Capital Limited. The transaction involved the issuance and allotment of multiple categories of securities on March 31, 2026.

Shareholding Structure and Impact

Prior to this acquisition, Avenir Investment RSC Ltd held no shares or voting rights in Sammaan Capital Limited. The regulatory disclosure confirms that the acquirer now holds 43.40% of the total share capital, calculated based on the current shareholding structure.

Regulatory Compliance and Future Implications

Under Regulation 22(2A) of SEBI (SAST) Regulations, the acquirer will not exercise voting rights related to the allotted equity shares and warrants until completion of the mandatory open offer. The securities are currently held in a separate share escrow account as required under SEBI regulations. Upon completion of the open offer, the securities held in escrow will be transferred to the acquirer's demat account, with the acquirer being classified as a 'Promoter' in accordance with applicable laws.