Should investors opt for Everonn Education's Open Offer?
Chandrakant / 06 Dec 2011
Everonn Education is coming up with an Open Offer. This move is by the largest K-12 education company, GEMS Education, Dubai-based Varkey Group, to acquire a 20% stake.
Everonn Education is coming up with an Open Offer. This move is by the largest K-12 education company, GEMS Education, owned by Dubai-based Varkey Group, to acquire a 20% stake. This translates into 44.83 lakh worth of fully paid up equity share of the company at a price of Rs 528 of FV Rs 10 each, payable in cash. The offer will open on Dec 12, 2011, and will close on Dec 31, 2011.
After the approval of the Everonn’s board members, Varkey Group acquired a nearly 12% stake in Everonn for Rs 138 cr through preferential issue. It also picked up another 4.19% stake through markets, thus triggering the Open Offer. If this offer goes through, Varkey Group will become the largest individual shareholder of the company, and will gain management control. Finally, the company will be managed by SKIL and the Varkey Group. “The management control will be with the Varkey Group”, Nikhil Gandhi, Non-Executive Director of Everonn confirmed to the media. “However, the existing team will continue to work with the new management”.
Should investors go for the Open Offer or not
Looking at the CMP of Rs 350, it seems that the Varkey Group will buy these shares at a premium of 50%. This holds out an opportunity for investors, as it will trigger an upward movement of prices. However, one must also look at the acceptance ratio. This is at 40%, which means that the probability of acceptance of the shares are low, and of the total shares applied for, the acquirer will buy only 40 share of every 100 shares held by investors. In other words, you may continue to hold 60 shares even if you have offered 100 shares to the company in the Open Offer.
One tricky factor here is that if the acquirer receives more shares than it plans to buy, it will reject the excess applications on a pro rata basis. The share prices generally tend to recede post offer closing, which means that if investors continue to hold the shares they may lose money. So, the actual returns also depend on the price of the share at the time of closing of the Open Offer.
| Returns Calculated At Different Acceptance Ratio | ||||
| CMP | 350 | 350 | 350 | 350 |
| Open Offer Price | 528 | 528 | 528 | 528 |
| No. Of Shares (Assumption) | 100 | 100 | 100 | 100 |
| Acceptance Ratio | 0.4 | 0.5 | 0.6 | 0.7 |
| Shares Received | 40 | 50 | 60 | 70 |
| Remained | 60 | 50 | 40 | 30 |
| Weighted Average Price | 421.2 | 439 | 456.8 | 474.6 |
| % Gain | 20.3 | 25.4 | 30.5 | 35.6 |
| Returns After Short Term Capital Gains Tax | ||||
| Return After Tax@10% | 18.3 | 22.9 | 27.5 | 32.0 |
| Assuming 10% Drop in The CMP | 10 | 10 | 10. | 10 |
| Actual Return | 8.3 | 12.9 | 17.5 | 22. |
One must also look at the company's fundamentals apart from speculative gains, as it will benefit the investors in the long run by finding its true value, even if the prices fall after the Open Offer.
Everonn Education, formerly known as Everonn Systems, is a Chennai-based provider of technology-based education services to schools and skill training to vocational institutes and colleges, which entered the education sector in 1999. The company has performed robustly over the past 3 years. On a consolidated basis, the sales have grown at a CAGR of 66%, with the aid of its core business VITElS, which has contributed significantly to the overall revenues and profitability.
However, after showing consistent growth till Q4 FY11, the company has reported losses of Rs 3 cr on a consolidated basis in the Sep 2011 quarter, against profits of 15 cr in same period last year. The decline in net profits was on the back of increased interest expenditure and higher depreciation charged during the quarter. The depreciation and interest expense both increased by 95% and 100% on a YoY basis respectively.
Also, in the previous quarter, the company witnessed lower addition of new schools and colleges, which impacted the sales growth. They only added 42 schools in its ViTELS business against 70, and 35 colleges against 105 in same period last year. We, at DSIJ, believe that the company's core, growth-driving business, i.e. ViTELS, is witnessing lower additions in the last 2 quarters. Due to this, the stock has been beaten down by 58% in the last 6 months.
We believe that at the CMP, the scrip is available at a discounted value. However, we would ideally wait for the 3rd quarter results, as that will give a clear picture of where the business is heading for the fiscal year.
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