The Exchange has received Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on April 29, 2025 for BRE Asia ICC Holdings Ltd
VENTIVE · price
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On the reaction day the stock moved 0.2 pts less than Nifty Microcap 250 and 0.4 pts less than its Hotels & Resorts peers, over the same two closes: a difference in percentage points, not a measure of what the filing did.
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Promoter BRE Asia ICC Holdings Ltd, which holds 22.31% (5.21 crore shares) of Ventive Hospitality, has disclosed encumbrance on its entire stake arising from a USD 180 million (about USD 170.7 million drawn) term loan facility availed by VH ML NQ Limited, with Deutsche Bank AG, Singapore Branch acting as security agent for lenders including Barclays, Deutsche Bank, JPMorgan, and HSBC. Another promoter entity, BREP Asia III India Holding Co VI Pte. Ltd., has similarly encumbered its 10.05% (2.35 crore shares) stake under the same facility, bringing the total encumbered promoter holding to about 32.36% of the company's share capital, valued at roughly Rs. 5,597 crore. While no direct pledge has been created on Ventive's shares, covenants in the loan agreement treat 100% of these promoter shareholdings as encumbered. Asset coverage stands at a healthy 3.83x, and the loan proceeds will be used for shareholder/intercompany loans to the promoters' parents and for transaction costs.
This is a loan-driven encumbrance, not a sale or dilution, so existing shareholders are not immediately affected. However, if the promoters default on this large offshore facility, the encumbered stakes (about 32% of the company) could be at risk, which is worth monitoring. The strong 3.83x asset cover and use of proceeds for intercompany distribution suggest low immediate risk to the stock.