PUBLIC ANNOUNCEMENT
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For the attention of the Shareholders of Amzel Automotive Limited (Registered Office – 225, A – Z Industrial Estate, G. Kadam Marg, Mumbai – 400 013) |
CASH OFFER TO ACQUIRE
BALANCE EQUITY SHARES FROM SHAREHOLDERS
This public announcement is being issued by Vivro Financial Services Private Limited, on behalf of Mr. Saleem Fazelbhoy residing at 207, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400 018 and M/s Amzel Private Limited (APL) having its Regtd. Office at 225, A – Z Industrial Estate, G. Kadam Marg, Mumbai – 400 013 (hereinafter collectively referred to as “Acquirers”), pursuant to the directions issued by SEBI vide its order no. CO/037/TO/05/2003 dated May 30, 2003 and Regulation 11 (2) and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 [SEBI (SAST) Regulations 1997] and subsequent amendments thereto.
1. The Offer
a. This offer is being made by Mr. Saleem Fazelbhoy and M/s Amzel Private Limited, to the fully paid up equity shareholders of M/s Amzel Automotive Limited - AAL (the Target Company – TC).
b. As on the date of this Public Announcement, the Acquirers hold 5,16,009 fully paid-up equity shares of AAL representing 86.00% of the total paid-up and voting capital of the AAL. The Acquirers have not acquired any shares of TC during last 12 months preceding the month of this PA.
c. The Acquirers are now making an offer to acquire the public shareholding of the TC comprising of 83,991 equity shares representing 14.00% of the voting capital at a price of Rs.101.50 per equity share (the "Offer Price" out of which Rs.55.50 being the price u/r 20 and Rs.46/- being interest @15% p.a. on the offer price for a period from 8.5.1998 till 6.11.2003 as per SEBI Order dated 30th May, 2003) payable in cash subject to the terms and conditions mentioned hereinafter.
d. The Offer is not subject to any minimum level of acceptance from the shareholders.
e. There is no Persons Acting in Concert (PACs) in respect of this offer in terms of Regl. 2 (1) (e) of Takeover Regulations.
f. Equity Shares of AAL are listed on BSE. The Annualized Trading Turnover of the TC on BSE during the preceding six calendar months (i.e. from July, 1997 to December, 1997) prior to the month in which the P.A. was required to be made was 500 shares, being less than 0.1% of the Listed Equity shares of the AAL.
Based on the
above information, the shares of AAL are deemed to be infrequently traded and
hence, the offer price is determined in accordance with the provisions of Regl.
20 (5) (erstwhile Regl. 20 (3)) of Takeover Regulations taking 7.1.1998 as
Reference Date as directed by SEBI vide its Order dated 30th May,
2003. The offer price of Rs.55.50 per fully paid up equity shares of AAL is justified as the
same is determined taking into account the following factors:
|
1.
Negotiated price 2.
Highest price paid by the
Acquirers for acquisition including a public or right or a preferential issue
during the period of 26 weeks prior to PA. 3. Other
parameters |
Not Applicable Not Applicable |
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|
|
As on 7th
January 1998 (Annualized) |
|
|
|
Return on Net Worth (31.12.1997) |
15.42 |
|
|
|
Book Value Per Share (Rs.) |
66.74 |
|
|
|
Earning Per Share (Rs.) |
11.49 |
|
|
|
Industry Price Earning Ratio |
5 |
|
|
The Offer
price is arrived at on the basis of fair value of shares calculated on the
basis of the above parameters and by placing reliance on the Supreme Court
Judgment in case of Hindustan Lever Employee Union Vs. Hindustan Lever Limited
(1995) 83 CC 30 and with due regard to the erstwhile CCI formula for valuation
of shares.
Accordingly,
the Fair Value has been calculated taking weighted average of the three methods
as follows:
Amt.
in Rs.
|
Measure |
Weight (a) |
Value per share (b) |
(a) x (b) |
|
1. Net Asset Value Method |
1 |
66.74 |
66.74 |
|
2. Earning Capitalization Method |
2 |
47.94 |
95.88 |
|
3. Market Price Method |
2 |
57.45 |
114.90 |
|
Total |
5 |
|
277.52 |
|
Weighted Average Value of
above three |
|
|
55.50 |
In
view of the above, the Offer Price is fixed at Rs.101.50 per fully paid-up
equity share of AAL (price u/r 20 is Rs.55.50 and Rs.46 is interest @15% p.a.
for a period from 8.5.1998 till 6.11.2003).
The above working is certified by R. V. Shah, Chartered Accountant (membership no. 6129) having their office at 203/212A Rewa Chambers, Sir Vithaldas Thackersey Marg, Mumbai – 400 020 vide their certificate dated 10/7/2003.
Based
on the above information, in the opinion of the Manager to the Offer and the
Acquirers, the Offer Price is being justified in terms of Regulation 20 of the
Takeover Regulations.
2. Information about Acquirers
2.1
Mr. Saleem Fazelbhoy aged about 63 years, residing at
207, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400 018. He is
having experience of more than 40 years in trading of auto electrical goods. He
had been appointed as Director on the Board of TC on 7.3.1979 and presently he
is acting as the Chairman and Managing Director of the TC. His net worth as on
30th June, 2003 as certified by Mr. R. V. Shah, Chartered Accountant
(membership no 6129) having their office at 203/212A Rewa Chambers, Sir
Vithaldas Thackersey Marg, Mumbai – 400 020 vide their certificate dated July
2, 2003 is Rs.10,41,83,212/-.
2.2 M/s Amzel Private Limited (APL) is a company incorporated on 1/4/1946 under the Indian Companies Act, 1913 having its Registered Office at 225, A – Z Industrial Estate, G. Kadam Marg, Mumbai – 400 013. APL is the promoter company of AAL. It is engaged in trading of auto electrical goods. APL is a closely held private company and its shares are not listed on any stock exchange. Mr. Saleem Fazelbhoy is the Promoter Director of APL and controls 98% of the voting capital of APL. The Audited Financial Results of APL as on 31/3/2003 are given herein below:
|
|
Amt. (in Rs.) |
|
Turnover |
59,30,588 |
|
NPAT |
3,90,552 |
|
Net Worth |
1,16,63,787 |
|
Return on Net Worth |
3.35% |
|
Book Value (face value of shares Rs.100/- each) |
1204.31 |
|
EPS |
40.32 |
The net worth of APL as on 31st
March, 2003 as certified by M/s Damania Padnay & Bajan, Chartered
Accountants (membership no. of Mr. D. D. Bhathena is 2318) having their office
at Navsari Building, Dr. Dadabhoy Naoroji Road, Fort, Mumbai – 400 001 vide
their certificate dated June 30, 2003 is Rs.1,16,63,787/-.
3.
Information of M/s Amzel Automotive
Limited - TC
a. M/s Amzel Automotive Limited is a company incorporated on 31st March, 1979 having its Registered Office at 255, A – Z Industrial Estate, G. Kadam Marg, Mumbai – 400 013.
b. The total paid-up share capital of the AAL is Rs. 60,00,000/- comprising of 6,00,000 equity shares of Rs.10/- each. All the shares of the company are fully paid-up and the same are listed on BSE since 17/11/1979.
c. AAL is engaged in the trading of auto electrical goods.
d. As per the provisional Balance Sheet and Profit & Loss Account of AAL for the year ended 31st March 2003, the Financial Results of AAL are:
|
|
Amt. (in Rs.) |
|
Turnover |
21,25,58,820 |
|
NPAT |
63,63,951 |
|
Net Worth |
5,14,40,398 |
|
Return on Net Worth |
12.37 |
|
Book Value |
85.73 |
|
EPS |
10.61 |
4. Reason for Acquisition and Future Plans about Target
Company.
a. The Acquirers had acquired on an aggregate 3150 shares representing 0.52% of voting capital of the TC during the year 1998 in contravention of Reg. 11(2) of the SEBI Takeover Regulations and thereby increasing their holding to 86.00% in the company. Consequently, SEBI has directed the Acquirers vide its order No. CO/037/TO/05/2003 dated May 30, 2003 to make the public announcement u/r 11 (2) and other provisions of Chapter III of the SEBI Takeover Regulations and to pay interest @ 15% per annum on the offer price for the loss of interest caused to the shareholders w.e.f. 08.05.1998 till the date of actual payment of consideration for the shares to be tendered under this offer as a penal action for violation of the Takeover Regulation and hence this offer is made to the non-promoter shareholders of the TC for acquisition of balance public shareholding so as to ensure compliance with SEBI’s Order and to consolidate the holdings of the acquirers.
b.
The Acquirers do not have any intention to dispose
off or otherwise encumber any assets of the TC in the next two years from the
date of the closure of the offer, except in the ordinary course of business
with the prior approval of the shareholders.
5. Statutory Approvals and Conditions of the
Offer.
a. No statutory approvals are required to the best of the knowledge of the Acquirers to acquire the shares that may be tendered pursuant to the Offer.
b. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals failing which the Acquirers shall not proceed with the Offer.
c. Further, in case of non-receipt of statutory approvals within time, SEBI has a power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirers agreeing to pay interest as directed by SEBI as per Regl. 22 (12).
6.
Delisting option to the Acquirer
The
public shareholding after the said acquisition may be reduced to “Nil” (subject
to full acceptance to the offer by the shareholders) upon which the Acquirers
shall, in exercise of the option available under Regl. 21 (3) (a) of the
Takeover Regulations, request AAL to make an application to BSE for delisting
of shares in accordance with SEBI (Delisting of Securities) Guidelines, 2003.
7. Financial Arrangements
a.
The
Acquirers have adequate and firm financial arrangements out of their net worth,
personal savings and business income to fulfill the obligations under the open
offer.
b.
No
borrowings from Bank/ Financial Institution are being made for this purpose.
The funds to be utilized shall be domestic and not any foreign funds.
c.
The Manager
to the Offer is satisfied that firm arrangements through verifiable means are
in place and that the Acquirers have adequate financial sources to meet the
obligations under the offer.
d.
The total
fund requirements under the offer (assuming full acceptance) is Rs.85,25,087/-
(offer price being Rs.101.50 per share out of which Rs.55.50 being price u/r 20
(5) and Rs.46 being interest @ 15% p.a. for a period from 8.5.1998 till
6.11.2003) and the Acquirers have created an Escrow Account in the form of
fixed deposit of Rs. 35 Lacs (being more than 25% of the total consideration
payable including the amount of interest payable thereon) with HDFC Bank Ltd.,
Worli Branch, Mumbai and a lien has been marked thereon in favour of M/s Vivro
Financial Services Pvt. Ltd., Manager to the Offer.
e.
The Manager
to the offer has been duly authorised by the Acquirers vide their letter dated
8/7/2003 to realize the value of the said Escrow in terms of the Takeover
Regulations.
8. Other Terms of the Offer
a. The Letter of Offer together with the Form of Acceptance cum Acknowledgement shall be mailed to the shareholders of AAL (except to the Acquirers) whose names appear on the Register of Members of the AAL on the Specified Date.
b. The Acquirers can revise the price upwards upto 7 working days prior to the date of closure of the offer i.e. 30.9.2003 and revision, if any, in the offer price would appear in the same newspaper in which this Public Announcement is made and the same price would be paid to all shareholders who tender their shares in the offer.
c. Shareholders who wish to tender their shares
may send the Form of Acceptance cum Acknowledgement together with the Original
Share Certificate(s) and Transfer Deed(s) duly signed to the Manager to the
Offer in an envelope subscribing the same with “Amzel Automotive Limited –
Offer for acquisition of shares” at its address mentioned below either by hand
delivery during normal business hours on Monday to Friday 11.00 a.m. to 4.00
p.m. (excluding Bank Holidays) or by Registered Post on or before the close of
the offer i.e. 8.10.2003 in accordance with the instructions specified in the
Letter of Offer and the Form of Acceptance cum Acknowledgement.
d. All owners of shares registered or unregistered (except the Acquirers) who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners/ shareholders who have not received Letter of Offer can send their application in writing, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered to, Distinctive Numbers, Folio No., together with documents stated above so as to reach the Manager to the Offer on or before 8.10.2003. In case of unregistered owners, the same should be accompanied by a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.
e. The Manager to the Offer will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company, who have accepted the offer, until the cheques / drafts for the consideration and / or the unaccepted shares/ share certificates are dispatched/ returned.
f. Unaccepted Share Certificates, transfer forms
and other documents, if any, will be returned by Registered Post to the sole/
first shareholder at the shareholders/ unregistered owners’ sole risk.
g. Shares, if any, that are subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end.
h. Schedule of Activities pertaining to the Offer is given below:
ACTIVITY
|
DAY & DATE
|
|
Specified Date |
9.8.2003 |
|
Date by which Letter of Offer to be posted to the shareholders |
20.8.2003 |
|
Date of Opening of the Offer |
9.9.2003 |
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Last date for revising the offer price / Number of shares |
30.9.2003 |
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Date of Closure of the Offer |
8.10.2003 |
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Date of communicating acceptance/ rejection and payment of consideration for applications accepted |
6.11.2003 |
9. General
a. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer.
b. Pursuant to Regulation 13 of the Takeover Regulations, The Acquirers have appointed Vivro Financial Services Private Ltd. as Manager to the Offer and the Manager to the offer issues this Public Announcement on behalf of the Acquirers.
c. The Acquirers accept full responsibility for the information contained in this Announcement and also for the obligations of the Acquirers as laid down in SEBI Takeover Regulations and subsequent amendments made thereto.
d. For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement and the Letter of Offer together with Form of Acceptance cum Acknowledgement is also available on SEBI's website at http://www.sebi.gov.in/ Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement from the said website from the offer opening Date i.e. 9.9.2003 and apply in the same.
Issued by: Manager To The Offer
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On Behalf of |
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Contact Person: Mr. Tushar Ashar, Vice President Manu Mansion 16/18, Shahid Bhagatsingh Road, Opp. Old Custom House, Fort, Mumbai
– 400 023 Tel.: (022) 22657364, Fax: (022) 22658406 Email: mumbai@vivro.net |
Mr. Saleem Fazelbhoy (Acquirer) 207, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400 018
M/s Amzel Pvt. Ltd. (Acquirer) 225, A- Z Industrial Estate, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013 |
Vivro Financial
Services Private Limited
Place: Mumbai Date: 10th July, 2003