Independent Adviser tells Serendib Land shareholders to reject Senthilverl Mandatory Offer

Serendib Land PLC’s Board of Directors has rejected the Mandatory Offer made by Senthilverl Holdings Ltd., advising shareholders not to accept the offer price of Rs. 1,500 per share, citing that it represents a discount to the company’s valuation based on independent opinion.

On Friday, Serendib Land in a statement said that the Mandatory Offer was made by Senthilverl Holdings on 18 December 2025 to acquire up to 642,265 ordinary shares, representing 61.73% of the issued share capital of the company, at a cash consideration of Rs. 1,500 per share.

The Board said it has appointed HNB Investment Bank Ltd., (HNBIB) as the Independent Adviser to provide advice to the Board and shareholders on the Mandatory Offer, as required under the Colombo Stock Exchange’s (CSE) Mergers and Acquisition Code.

Based on its evaluation, the Independent Adviser has advised shareholders not to accept the offer, stating that the offer price is at a discount to the valuation of the company under all valuation methods considered.

HNBIB  summarised the rationale for its recommendations as follows:

“Based on the interim financials reported by the company, the Net Asset Value (NAV) per share of Serendib Land PLC as at 30 September 2025 is reported at Rs. 1,785.23 per share; as such, the Mandatory Offer price of Rs. 1,500 per share is at a 15.98% discount to the NAV based valuation.

The shareholders should observe that HNBIB opinion is based purely on the past financial performance, current situation of the company, and future expected performance of Serendib Land PLC and valuation, and as such, HNBIB is of the view that shareholders should not accept the offer, since the offer price is at a discount to all of the valuation methods and, given that its last traded price exceeded almost all valuation derived from the valuation methods, it is recommended shareholders reject this offer.”

The final report of the Independent Adviser, dated 1 January 2026, has been forwarded to the shareholders for their review and consideration, the company said.

The Board of Directors unanimously concurred with the Independent Adviser’s opinion, reiterating that the offer price does not reflect the correct value of the shares and is at a discount to all valuation benchmarks.

However, the Board noted that each shareholder must make an individual decision on whether to accept or reject the Mandatory Offer, based on their own assessment. Shareholders who are uncertain were advised to seek professional advice from a stockbroker, banker, legal adviser, accountant, or other independent financial adviser.

Serendib Land closed Friday unchanged at Rs. 1,710.25. The company reported an earnings per share of Rs. 13.39 in the six months to end-September 2025, unchanged from a year ago, with net assets per share at Rs. 1,785.23. The lowest traded price in the September 2025 quarter was Rs. 1,305.25, with the highest being Rs. 1,607 on a public float of 11.43%

In October 2025, Senthilverl Holdings had acquired a majority 25.48% stake in Serendib Land PLC by purchasing 101,643 shares from Finco Holdings Ltd., at Rs. 1,500 per share. In November 2025, Senthilverl Holdings had increased its stake in Serendib Land PLC to 38.3% with the purchase of 12.85% shareholding from Janashakthi Insurance PLC for nearly Rs. 77 million. Senthilverl acquired 51,094 shares at Rs. 1,500 each and an additional 158 shares at prices ranging from Rs. 1,580 to Rs. 1,651.50 a share. 

As at 30 September 2025, the public float of Serendib Land was 11.43% held by 373 shareholders.