| Home | Back | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
This
document is important and requires your immediate attention.
This
Letter of Offer is being sent to you as existing shareholder(s)
of RAJATH
FINANCE LIMITED (THE
TARGET COMPANY) If
you require any clarifications about the action to be taken, you may consult
your stockbroker or your investment consultant or the Manager to the Offer. In
case you have recently sold your shares in the Target Company, please hand over
this Letter of Offer and the accompanying FORM OF ACCEPTANCE CUM
ACKNOWLEDGEMENT, FORM OF WITHDRAWAL and Transfer Deed to the Member of the Stock
Exchange through whom the sale was effected.
The
Schedule of activities is as under:
TABLE OF
CONTENTS
DEFINITIONS / ABBREVIATIONS:
1
DISCLAIMER
CLAUSE �IT IS TO BE DISTINCTLY
UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY
BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY
SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE
OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE
THE SHAREHOLDERS OF RAJATH FINANCE LIMITED TO TAKE AN INFORMED DECISION WITH
REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL
SOUNDNESS OF UNICORN HOLDINGS PRIVATE LIMITED (ACQUIRER), PAC OR OF RAJATH
FINANCE LIMITED (THE TARGET COMPANY) WHOSE SHARES/CONTROL IS PROPOSED TO BE
ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN
THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER(S)
IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL
RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO
EXERCISE DUE DELIGENCE TO ENSURE THAT THE ACQUIRER(S) AND PAC DULY DISCHARGE
THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
MERCHANT BANKER MEHTA INTEGRATED FINANCE LIMITED HAS SUBMITTED A DUE DELIGENCE
CERTIFICATE DATED 08-11-2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL
ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT
AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF
OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING
SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE
OFFER.� 2 DETAILS OF THE
OFFER 2.1 Background of
the Offer a)
a)
M/s
Unicorn Holdings Private Limited, a Company incorporated and registered under
the Companies Act, 1956 (The Acquirer) along with PACs are making this offer
pursuant to Regulation 11(1) of the SEBI (SAST) Regulations and in terms of SEBI
Order No. CO/25/04/2003/TO dated 30-04-2003 for consolidation of holdings by the
promoter group in Rajath Finance Limited (the Target
Company) b)
b)
The
Acquirer through oral agreement had acquired 2,06,760 Equity Shares representing
5.17% of the shares in the Target Company for cash at a price of Rs. 10/- per
share from shareholders belonging to public category. Pursuant to the
acquisition of the said 5.17% shares, the Acquirer violated the provisions of
Regulation 11(1) and 14(1) of the SEBI (SAST) Regulations, and therefore, SEBI
vide its Order No. CO/25/04/2003/TO dated 30-04-2003, directed the Acquirer to
make an open offer to the shareholders of the Target Company. The Acquirer is
accordingly making this Offer. The Acquirer intends to acquire further 8,00,000
Equity Shares representing 20.00% of the shares in the Target Company from
remaining shareholders. c)
c)
None
of the Acquirer, PAC, deemed PAC or the Target Company has been prohibited by
SEBI from dealing in securities in terms of direction issued u/s 11B of the SEBI
Act. SEBI vide Order dated 16-06-2003 has initiated adjudication proceedings
against the Acquirer under Section 15H (ii) of the SEBI Act, 1992 for the
contravention of Regulation 11(1) read with Regulation 14(1) of the SEBI (SAST)
Regulations for the failure to make PA pursuant to acquisition of 5.17% shares
in the Target Company. No other action has been initiated against the
Acquirer/PACs/deemed PAC/Target Company under any of the Regulations of the SEBI
Act, 1992. d)
d)
The
acquirer group is already in control of the Target Company. Hence there is no
proposal to change the Board of the Target Company after proposed offer except
in the normal course of business. 2.2 Details of the
Proposed Offer a)
a)
The
PA and Revised PA were made on 29-10-2003 and 10-04-2004 respectively in the
following newspapers, in accordance with Regulation 15 of the SEBI (SAST)
Regulations.
PA
as well the Revised PA are also available on the SEBI�s website at www.sebi.gov.in under Takeover Section. b)
b)
The
purpose of acquisition is for consolidation of the holding of the promoter
group. The Offer is made pursuant to the SEBI Order No. CO/25/04/2003/TO dated
30-04-2003. c)
c)
The
consideration will be paid in cash. d)
d)
This
is not a competitive bid. e)
e)
This
Offer is not conditional as to any minimum level of
acceptance. f)
f)
The
Acquirer / PACs have not made any further acquisition of shares since the PA was
made. g)
g)
The
Acquirer is making an offer to the public shareholders of the Target Company to
acquire 8,00,000 fully paid-up Equity Shares of Rs. 10/- each representing
20.00% of the paid-up Equity Share Capital of the Target Company at a price of
Rs. 10/- (Rupees Ten only) per share and interest thereon @ 10%
per annum with effect from 01-06-2003 (Offer Price) till actual
payment of consideration to the shareholders under the Offer payable in cash
subject to the terms and conditions mentioned hereinafter. Considering the date
of payment of 31-05-2004, the Offer Price including the amount of interest would
be Rs. 11.00 per share. In case of delay of payment beyond 31-05-2004, interest
@ 10% per annum for a period from 01-06-2004 until the actual date of payment
would also be paid over and above Rs. 11.00 per
share. h)
h)
The
Acquirer along with PACs/Troupe International Limited (deemed PAC) hold
28,42,320 Equity Shares representing 71.06% of the paid up Equity Share Capital
in the Target Company as on the date of the PA. Out of the same, the PACs hold 6,93,600
Equity Shares representing 17.34% in the Target Company as on the date of the
PA. i)
i)
The
Equity Shares of the Target Company are to be acquired, pursuant to the Offer,
free from all liens, charges and encumbrances and together with all rights
attached thereto, including the rights to all dividend or other distributions
hereinafter declared, made or paid. 3
OPTION UNDER
REGULATION 21(3) Depending upon the response
to the offer, the public holding of the Equity Shares of the Target Company is
likely to fall below 10% of the paid-up capital, consequent to this offer and
hence, may not satisfy continuing listing requirements of the Stock Exchanges.
In such event, the Acquirer intends to exercise the delisting option provided in
the Regulations by exercising the delisting option provided in the SEBI (SAST)
Regulations and the Acquirer shall comply with the provisions of the SEBI
(Delisting of Securities) Guidelines, 2003. 4
BACKGROUND OF
UNICORN HOLDINGS PRIVATE LIMITED (THE ACQUIRER) a)
a)
Unicorn
Holdings Private Limited, the Acquirer, is a Company incorporated under the
Companies Act, 1956, having its registered office situated at 907, Star Plaza,
Phulchhab Chowk, Rajkot � 360 001. The Company was incorporated as private
company on 31-01-2000 by Mr Chamanlal V Kamani, Mr Rashmi C Kamani and Mr Deepak
C Kamani (the PACs). b)
b)
The
Acquirer is engaged in investments and promotion of group companies for taking
up different projects. The Company�s activities include investment, acquisition,
holding and dealing in shares and securities. The Company is also investing in
other companies promoted by it. c)
c)
The
Acquirer is a private Company and the entire share capital is held by the
promoters, directors and their associates. d)
d)
The
Acquirer along with PACs had acquired 2,06,760 Equity Shares representing 5.17%
of the shares in the Target Company. Pursuant to the acquisition of the said
5.17% shares, the Acquirer violated the provisions of Regulation 11(1) of the
SEBI (SAST) Regulations, and therefore, SEBI vide its Order No. CO/25/04/2003
dated 30-04-2003 directed the Acquirer to make an open offer. Accordingly, the
Acquirer has violated the provisions of Chapter II of the SEBI (SAST)
Regulations. e)
e)
SEBI
vide Order dated 16-06-2003 has initiated adjudication proceedings against the
Acquirer under Section 15H (ii) of the SEBI Act, 1992 for the contravention of
Regulation 11(1) read with Regulation 14(1) of the SEBI (SAST) Regulations for
the failure to make PA pursuant to acquisition of 5.17% shares in the Target
Company. f)
f)
The
Board of Directors of the Acquirer as on 31-03-2003:
By
virtue of being the promoters / Directors of the Acquirer, Mr. Chamanlal V
Kamani, Mr. Rashmi C Kamani and Mr. Deepak C Kamani are deemed to be PACs with
the Acquirer. The Acquirer and PACs have not entered into any agreement
regarding the offer / acquisition of shares. There is no other person / entity
acting in concert with the Acquirer. g)
g)
All
directors of the Acquirer are also the directors of the Target Company. All the
directors have furnished declaration under Regulation 22(9) of the SEBI (SAST)
Regulations that they shall not participate in any matters concerning or
relating to the Offer. h)
h)
The
shares of the Acquirer, being a private Company, are not listed on any of the
Stock Exchanges. i)
i)
Brief
Financials of the Acquirer: Rupees
in Lacs
The
above compilation is based on the Balance Sheet and Statement of Earnings for
the years ended 31st March, 2001, 2002 and 2003 respectively and the
accounts for the half-year ended on 30-09-2003, certified as being true and
complete and in accordance with the records of the Acquirer. No income is
generated by the Acquirer during the year ended on 31-03-2002 as well as for the
half-year 30-09-2003 out of investments made by it because of poor performance
by the investee companies. Net Worth disclosed above is subsequent to the
adjustment of losses accumulated by the Company. However, Preliminary &
Pre-operative Expenses not written off are shown separately under �Utilization
of Funds�. j)
Brief information of the subsidiary companies of the
Acquirer: Name
of the Company:
Unicorn Hotel
Management Academy Pvt Ltd Date
of Incorporation:
24-04-1995 Incorporated
in the name of Rajath Finshare Limited. The Company was converted into a Private
Company on 13-05-2002 and subsequently the name was changed on
05-03-2003. Nature
of activities: Proposed to
establish Hotel Management Academy. The required land for the project is already
acquired. The project is in abeyance for the time being. Income is generated by
way of interest. The
Board of Directors of the Company as on 31-03-2003:
Brief
financials based on the audited accounts for the last three years are given
below: Rupees
in Lacs
Name
of the Company: Infotalent
Systems Pvt Ltd Date
of Incorporation:
01-12-2000
Nature
of activities: Engaged in
providing software development services The
Board of Directors of the Company as on 31-03-2003:
Brief
financials based on the audited accounts for the last three years are given
below: Rupees
in Lacs
Name
of the Company: Laguna
Kumarakom Resorts Pvt Ltd Date
of Incorporation:
24-01-2001
Nature
of activities: Proposed to
establish Resort/Hotel The
Board of Directors of the Company as on 31-03-2003:
Brief
financials based on the audited accounts for the last three years are given
below: Rupees
in Lacs
*not
commenced any operations 5
BACKGROUND OF THE
PACs/ DEEMED PAC 5.1
5.1
PACs a)
Shri Chamanlal V Kamani, aged 72 years, residing at House No. 81, Kyuna
Road, Nairobi, Kenya, and having his office at Post Box No.: 49615, Industrial
Area, Nairobi, Kenya, is a Non Resident Indian and has experience of
International Business (Trade). The net-worth of Shri Chamanlal V Kamani as on
29-10-2003, being the date of PA, is Rs. 588.51 Lacs as certified by S G
Bhuptani & Associates, Chartered Accountants, (Membership No. 107361) 201,
Royal Corner, Opp. Rajkot Colour Lab, Dr Yagnik Road, Rajkot � 360 001.
Telephone:
91-281-3091180 Fax: 91-281-2431669. b)
Shri Rashmi C Kamani, son of Shri Chamanlal V Kamani, aged 51 years,
residing at House No. 81, Kyuna Road, Nairobi, Kenya, and hving his office at
Post Box No.: 49615, Industrial Area, Nairobi, Kenya, is a Non Resident Indian
and has experience of International Business (Trade). The net-worth of Shri
Rashmi C Kamani as on 29-10-2003, being the date of PA, is Rs. 4843.12 Lacs as
certified by S G Bhuptani & Associates, Chartered Accountants, (Membership
No. 107361) 201, Royal Corner, Opp. Rajkot Colour Lab, Dr Yagnik Road, Rajkot �
360 001.
Telephone: 91-281-3091180 Fax: 91-281-2431669. c)
Shri Deepak C Kamani, son of Shri Chamanlal V Kamani, aged 49 years,
residing at House No. 81, Kyuna Road, Nairobi, Kenya, and having his office at
Post Box No.: 49615, Industrial Area, Nairobi, Kenya, is a Non Resident Indian
and has experience of International Business (Trade). The net-worth of Shri
Deepak C Kamani as on 29-10-2003, being the date of PA, is Rs. 2253.60 Lacs as
certified by S G Bhuptani & Associates, Chartered Accountants, (Membership
No. 107361) 201, Royal Corner, Opp. Rajkot Colour Lab, Dr Yagnik Road, Rajkot �
360 001.
Telephone: 91-281-3091180 Fax: 91-281-2431669. d) The PACs
mentioned at a, b and c above are engaged in the business of international
trade. The PACs are based at Kenya and have promoted companies in India which
are engaged/proposed to be engaged in financial services, software development
and hotel management.
e)
The Acquirer along
with PACs had acquired 2,06,760 Equity Shares representing 5.17% of the shares
in the Target Company. Pursuant to the acquisition of the said 5.17% shares, the
Acquirer violated the provisions of Regulation 11(1) of the SEBI (SAST)
Regulations, and therefore, SEBI vide its Order No. CO/25/04/2003 dated
30-04-2003 directed the Acquirer/PACs to make an open offer. Barring this, the
PACs have complied with the applicable provisions of Chapter II of the SEBI
(SAST) Regulations. f)
None of the PACs is on the Board of any listed Company and none of them
is a full time director with any Company. 5.2
5.2
DEEMED PAC a)
Troupe International Limited, promoted and controlled by the PACs is
holding 16,87,100 equity shares representing 42.18% of the paid-up Equity Share
Capital of the Target Company. Accordingly, it is treated as deemed PAC. The
brief particulars of Troupe International Limited is given
hereunder: Name
of the Company:
Troupe International Limited. Address:
Post Box NO. 49615, Industrial Area, Nairobi,
Kenya. Phone:
0025420 537592, 0025420 553143.
Brief
History & Major areas of Operations:
Troupe
International Limited was incorporated on 08-05-1998. It is an Overseas Body
Corporate engaged in Lending and Investment. It has lent moneys and made
investments in share capital of group or associates companies. It has earned
negligible income by way of interests and dividends. The operations are stagnant
and the company has not been active since last three years. b)
The Board of Directors of the Company as on
31-03-2003:
Both
the above directors are also directors of the Acquirer as well as the Target
Company. The Deemed PAC has complied with all applicable provisions of Chapter
II of SEBI (SAST) Regulations. c)
Brief Financials of the Deemed PAC: Rupees
in Lacs
The
above compilation is based on the Balance Sheet and Statement of Earnings for
the years ended 31st March, 2001, 2002 and 2003 respectively and the
accounts for the half-year ended on 30-09-2003, certified as being true and
complete and in accordance with the records of the Deemed PAC. No income is
generated by the deemed PAC after 31-03-2001 because of poor performance by the
investee companies. 6
PAST ACTION BY
SEBI / STOCK EXCHANGES AGAINST THE ACQUIRER OR OTHER VENTURES OF
ACQUIRER a)
SEBI vide Order dated 16-06-2003 has initiated adjudication proceedings
against the Acquirer under Section 15H (ii) of the SEBI Act, 1992 for the
contravention of Regulation 11(1) read with Regulation 14(1) of the SEBI (SAST)
Regulations for the failure to make PA pursuant to acquisition of 5.17% shares
in the Target Company. Barring this, SEBI / the Stock Exchanges have not, in the
last three years initiated any enquiries or awarded any penalties against the
Acquirer, other ventures of the Acquirer / associate companies or companies in
which the Acquirer is interested. No such action is taken against persons in
control of the Acquirer or its directors. b)
None of the Acquirer / ventures promoted by the Acquirer or promoted by
the promoters of the Acquirer or belonging to the group is registered with SEBI
as market intermediary. 7
SPECIFIED
DATE a)
The Specified Date for the Offer is 11-11-2003. b)
Specified Date
is only for the purpose of determining the names of the shareholders as on such
date to whom the Letter of Offer would be sent and all owners (registered or
unregistered) of shares of the Target Company anytime before the closure of the
Offer are eligible to participate in the Offer. c)
Unregistered shareholders who have sent the share certificates for
transfer and not received them back or hold shares of the Target Company without
being submitted for transfer are eligible to participate in this
Offer. 8
OBJECTS AND
PURPOSE OF THE OFFER AND FUTURE PLANS a)
a)
The
Acquirer proposes to make consolidation of existing holding of shares in the
Target Company and de-list the shares from the Exchanges if total holding of the
Acquirer exceeds 90%. This Offer of 20.00% of Equity Capital i.e. 8,00,000
Equity Shares of the Target Company is made in terms of Regulation 11(1) of the
SEBI (SAST) Regulations and SEBI Order No. CO/25/04/2003/TO dated
30-04-2003. b)
b)
The
Acquirer wants to utilize its existing resources for managing the Target
Company�s operations. c)
c)
The
Acquirer does not have any plan to dispose of or otherwise encumber any assets
of the Target Company in the two years from the date of closure of the Offer
except in the ordinary course of business of the Target Company. However,
reorganization and/or streamlining of various businesses may be considered for
commercial reasons and operational efficiency. Further the Acquirer undertakes
not to sell, dispose of or otherwise encumber any substantial assets of the
Target Company, except with prior approval of shareholders of the Target
Company. 9
BACKGROUND OF
RAJATH FINANCE LIMITED (�THE TARGET COMPANY�) 9.1 The
Target Company viz. Rajath Finance Limited was incorporated on 13-12-1984 under
the Companies Act, 1956, as Rajath Leasing & Finance Limited. The
Certificate for Commencement of Business was obtained on 04-02-1985. The name of
the Target Company was changed to Rajath Finance Limited vide Special Resolution
passed by the shareholders of the Target Company on 07-06-1999 and a fresh
Certificate of Incorporation consequent upon the change of name was obtained on
08-07-1999. The registered office of the Target Company is situated at 208-215
Star Plaza, Phulchhab Chowk, Rajkot � 360 001. The Target Company is engaged in
the business of finance, leasing, hire purchase and allied financial services.
9.2 The
shares of the Target Company are listed on the Stock Exchanges at Rajkot,
Ahmedabad and Mumbai. 9.3 Share
Capital structure of the Target Company:
9.4
9.4
As
on the date of PA, the total issued, subscribed and paid up Equity Capital of
the Target Company comprises of 40,00,000 fully paid up Equity Shares of Rs.
10/- each aggregating to Rs. 400 Lacs. There are no partly paid up shares. There
are no outstanding convertible instruments (warrants/FCDs/PCDs
etc.) 9.5
9.5
The
Target Company has complied with the applicable provisions of Chapter II of the
SEBI (SAST) Regulations. The Acquirer being promoter and major shareholder of
the Target Company had acquired 2,06,760 Equity Shares representing 5.17% of the
shares in the Target Company without complying the SEBI (SAST) Regulations.
Pursuant to the acquisition of the said 5.17% shares, the Acquirer violated the
provisions of Regulation 11(1) of the SEBI (SAST) Regulations, and therefore,
SEBI vide its Order No. CO/25/04/2003 dated 30-04-2003 directed the Acquirer to
make an open offer. Barring this, the promoters and other major shareholders of
the Target Company have complied with the applicable provisions of Chapter II of
the SEBI (SAST) Regulations. 9.6
9.6
The
Target Company has complied with all the listing requirements till date. No
penal actions have been taken by the Stock Exchanges against the Target
Company. 9.7 The
Board of Directors of the Target Company as of 31-03-2003:
Directors
mentioned at Sr. Nos. 1 to 5 are also the directors of the Acquirer,. 9.8 There
have been no mergers/demergers/spin offs during the past three years involving
the Target Company. 9.9 Brief
financials of the Target Company: Rupees
in Lacs
The
above compilation is based on audited financial statements for the years ended
31st March, 2001, 2002 and 2003, and the accounts for the half-year
ended on 30-09-2003, certified as being true and complete and in accordance with
the records of the Target Company. The reduction in income of the Target Company
since March 2001 is due to the fall in performance on account of intense
competition from banks and big national level players in the private sector,
increase in rate of service tax and depressed economic conditions within the
region of its operations. Reduction in reserves and surplus for the year ended
on 31-03-2002 was on account of writing off of cumulative deferred tax
liabilities for prior years from the general reserve. Reserves and surplus have
thereafter constantly reduced due to losses in subsequent periods. Preliminary
& Pre-Operative Expenses not written off are shown under �Utilization of
Funds� and are not adjusted against the Net Worth. 9.10
Break-up of Shareholding Pattern:
*Presently
5,97,650 Equity shares representing 14.94% of the Equity capital is held by 1077
public shareholder. # Presently
5,60,030 Equity shares representing 14.00% of the Equity capital is held by 49
persons now no longer with promote group. 10
OFFER PRICE AND
FINANCIAL ARRANGEMENTS 10.1 Justification of Offer
Price (a)
(a)
The
Equity Shares of the Target Company are listed at the Stock Exchanges at Rajkot,
Ahmedabad and Mumbai. (b)
(b)
SEBI
vide Order dated 30-04-2003 has directed that the Offer Price has to be
calculated taking January 31, 2003 as the reference date. The Offer Price is
calculated accordingly. There is no trading since 31st July 2002,
i.e. six months prior to the reference date of 31-01-2003. Equity Shares of the
Target Company are also not traded during the preceding six calendar months
prior to the month in which the PA is made. (c)
(c)
The
Acquirer through oral agreements had acquired 2,06,760 Equity Shares
representing 5.17% of the Equity Shares of the Target Company for cash at a
price of Rs. 10/- per share from shareholders belonging to �public
category�. (d)
(d)
The
Offer price of Rs. 10/- per share is justified considering the following:
I
Negotiated price
-
Rs. 10/- per Equity Share. II
Highest price paid by the Acquirer/PAC for any acquisitions including
public or right issue -
Not Applicable
III Price
paid under the preferential allotment made to the Acquirer/PAC -
Not Applicable
IV Other
parameters:
*Source: Capital Market, February 16, 2003
Issue. (e) As
the shares of the Target Company are not traded on the Stock Exchanges, the
offer price has been taken at the face value of the shares considering all
parameters specified in the SEBI (SAST) Regulations. (f) Based
on the aforementioned information, in the opinion of the Manager to the Offer
and the Acquirer, the offer price of Rs. 10/- per share is justified in terms of
Regulation 20(5). Over and above the Offer Price, the shareholders of the Target
Company would also be entitled to interest @ 10% per annum for a period from
01.06.2003 to the actual date of payment in terms of SEBI Order dated
30.04.2003. Considering the date of payment of 31-05-2004, the Offer Price
including the amount of interest would be Rs. 11.00 per share. In case of delay
of payment beyond 31-05-2004, interest @ 10% per annum for a period from
01-06-2004 until the actual date of payment would also be paid over and above
Rs. 11.00 per share. (g) In
absence of non-compete agreement, non-compete fees are not paid or
payable. (h) If
the Acquirer or PACs acquire shares after the date of the PA up to seven working
days prior to the closure of the Offer at a price higher than the offer price,
then the highest price paid for such acquisition shall be payable for all the
shares tendered in the offer and accepted under the offer. In
view of the above position specified in clause 10.1(b), 10.1(d), 10.1(e) &
10.1(g) the merchant banker is of the opinion that the Offer Price is
justifiable in terms of Regulation 20(11) of the SEBI (SAST)
Regulations. 10.2 FINANCIAL
ARRANGEMENTS
1
The Acquirer has adequate resources to meet the financial requirements of
the offer. The funds requirements will be met from own sources / net worth and
no borrowings from the banks / financial institutions or otherwise is
envisaged. 2
Assuming full acceptance,
the total fund requirement to meet this offer is Rs. 88,00,000/-. In accordance
with Regulation 28 of the Regulations, the Acquirer is required to create an
escrow account for Rs. 22,00,000/- being 25% of the total consideration payable
under the Offer. As against this, the Acquirer has created an escrow account in
the form of Fixed Deposit of Rs. 32,00,000/- with Corporation Bank, Dhebar Road,
Rajkot - 360 001, and a lien has been marked on the said amount on 23rd October,
2003 in favour of Manager to the Offer viz. Mehta Integrated Finance Limited,
003, Law Garden Apartments, Scheme- I, Opp. Law Garden, Ellisbridge, Ahmedabad �
380 006. 3
The acquirer has authorized the Manager to the Offer to realize the value
of the escrow account in terms of the SEBI (SAST)
Regulations. 4
The Manager to the Offer certify and confirm that firm arrangements for
funds and money for payment through verifiable means are in place to fulfill the
offer obligations on the basis of certificate issued by M/s. S G Bhuptani &
Associates, Chartered Accountants, (Membership No. 107361) 201, Royal Corner,
Opp. Rajkot Colour Lab, Dr Yagnik Road, Rajkot � 360 001, Telephone:
91-281-3091180 Fax: 91-281-2431669. 11
TERMS AND
CONDITIONS OF OFFER a)
a)
As
on date no other statutory approvals are required for this offer. The Offer
shall be subject to all statutory approvals that may become applicable prior to
completion of the Offer. b)
b)
In
case of delay in receipt of statutory approvals, SEBI has power to grant
extension of time to the Acquirer for payment of consideration to shareholders,
subject to the Acquirer agreeing to pay interest for the delayed period as
directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations.
Further, if the delay occurs on account of willful default by the Acquirer in
obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations
will also become applicable. c)
c)
No
permission is required from any Banks/FIs for this Offer. d)
d)
No
shares of the Target Company are presently under any lock-in
period. e)
e)
The
Letter of Offer together with FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT and FORM OF
WITHDRAWAL will be mailed to the shareholders of the Target Company, except the
Acquirer, PAC, and the deemed PAC, whose names appear on the Register of Members
of the Target Company at the close of the business hours on 11-11-2003
(specified date). f)
f)
All
the shareholders, except the Acquirer, PACs, deemed PAC and the sellers of 5.17%
shares [which triggered the SEBI (SAST) Regulations], who own the shares of the
Target Company anytime before the closure of the offer are eligible to
participate in the Offer. g)
g)
Unregistered
owners can send their application in writing to the Manager to the Offer on a
plain paper stating the Name, Address, Number of Shares held, Number of Shares
offered, Distinctive Numbers, Folio Number, together with the original share
certificate(s), valid transfer deeds and the original contract note issued by
the SEBI registered broker through whom they acquired their shares.
h)
h)
In
case of non-receipt of the Letter of Offer, persons who have sent the shares for
transfer may make an application on plain paper stating their Name, Address,
Number of Shares offered, Distinctive Numbers, Folio Number and number of shares
in respect of which they are accepting the offer along with the original share
certificate(s) and duly signed transfer deeds during the period the offer is
open for acceptance, i.e. between 16-04-2004 and 15-05-2004.
i)
i)
Persons
who own the shares but have not registered the same will also be required to
submit documents to prove their title to the shares in respect of which they are
accepting the offer such as original broker�s contract note and transfer deed(s)
executed by the registered holder of the shares. No indemnity is required from
the unregistered owners. j)
j)
Accidental
omission to dispatch this offer document to any person to whom this offer is
made or the non-receipt or delayed receipt of this offer document by any such
person will not invalidate this offer in any way. 12
PROCEDURE FOR
ACCEPTANCE AND SETTLEMENT Shareholders
who wish to avail of and accept this Offer will be required to tender their
shares and send the Form of Acceptance cum Acknowledgement, original Share
Certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer:
Intime Spectrum Registry Limited, 211, Sudarshan, Near Mithakhali Under Bridge,
Ahmedabad � 380 009, Telephone cum Fax No. 645179, (Contact Person: Hitesh
Patel) either by hand
delivery between 11.00 a.m. and 4.00 p.m. or by Registered Post on or before the
closure of the Offer i.e. 15-05-2004. (i)
MODE OF ACCEPTANCE Registered
Shareholders should enclose �
�
Form of
Acceptance cum Acknowledgement duly
completed and signed in accordance with the instructions contained therein, by
all shareholders whose names appear on the share
certificates. �
� Original Share
Certificate(s) �
�
Valid Share
Transfer Deed(s)
duly signed as transferors by all shareholders (in case of joint holdings) in
the same order and as per specimen signatures registered with the Target Company
and duly witnessed at the appropriate place. A blank share transfer deed is
enclosed with this Letter of Offer.
Unregistered Shareholders should
enclose �
�
Form of
Acceptance cum Acknowledgement duly
completed and signed in accordance with the instructions contained therein by
the person(s) accepting the Offer �
� Original Share
Certificate(s) �
� Original
Contract Note(s) from the broker through whom the shares were
acquired �
�
Valid Share
Transfer Deed(s) as
received from the market. The details of the buyer should be left blank failing
which, the same will be invalid under this Offer. All the requirements for valid
transfer will be pre condition for valid acceptance. (ii) OTHER RELEVANT
INFORMATION a)
a)
The
share certificate, transfer deed and the Form of Acceptance cum Acknowledgement
and Form of Withdrawal should be sent only to the Registrar to the Offer at the
addresses mentioned above and not to the Acquirer, PAC, deemed PAC, the Target
Company and the sellers of 5.17% shares. b)
b)
In
case of non-receipt of the Letter of Offer, the eligible persons may send their
consent to the Registrar to the Offer, on a plain paper stating the name,
addresses, number of shares held, distinctive numbers, folio number, number of
shares offered along with the documents as mentioned above, so as to reach the
Registrar to the Offer on or before the closure of the Offer, i.e. 15-05-2004.
Unregistered owners should not sign the transfer deed and the transfer deed
should be valid. Eligible persons to the Offer may also download a copy of the
Form of Acceptance cum Acknowledgement which will be available on SEBI�s Website
at www.sebi.gov.in from the offer opening date,
i.e. 16-04-2004 and apply in the same. c)
c)
All
non resident shareholders who have purchased the shares of the Target Company
otherwise than as part of the initial offer are required to enclose a copy of
the permission received from the RBI for the shares held by them in the Target
Company. d)
d)
Marketable
lot for the Target Company�s share is 100. The Acquirer will accept all valid
acceptances, whether in odd lots or marketable lots subject to the conditions
mentioned in this Offer document. e)
e)
In
case of delay in receipt of the statutory approvals, SEBI has power to grant
extension of time to Acquirer for payment of consideration to the shareholders,
subject to Acquirer agreeing to pay interest for the delayed period as directed
by SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations. Further,
if the delay occurs on account of willful default by the Acquirer in obtaining
the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also
become applicable. f)
f)
If
the number of shares offered for sale by the shareholders are more than the
shares agreed to be acquired under this Offer, the Acquirer shall accept the
offers received from the shareholders on a proportional basis in consultation
with the Manager to the Offer and in accordance with Regulation 21(6) of the
SEBI (SAST) Regulations. g)
g)
Payment
of the consideration due under the Offer to those shareholders / unregistered
owners whose share certificates and other documents are found in order and
accepted by the Acquirer will be made by crossed account payee cheques / demand
drafts and sent by Registered Post / Courier at the shareholders� / unregistered
owners� sole risk. All cheques / demand drafts will be drawn in the name of the
first registered holder in case of joint registered holders. It is desirable
that registered shareholders provide bank details in the Form of Acceptance cum
Acknowledgement for incorporation in the cheques / demand drafts. In case of
unregistered owners of the shares, payment will be made by crossed account payee
cheques / demand drafts in the name of the persons specified by such
owners. h)
h)
Unaccepted
share certificates, transfer deeds and other documents, if any, and the shares
withdrawn, if any, by the shareholders will be returned by Registered Post at
the shareholders�/ unregistered owners� sole risk. In case any shareholder wants
such payment or documents to be returned to an address different from that which
is registered with the Target Company, they should send a communication of the
same to the Acquirer and the Registrar to the Offer. (iii) SETTLEMENT a)
The Registrar to the Offer will hold in trust the share certificates,
Form of Acceptance and authority duly completed and the transfer deeds on behalf
of shareholders of the Target Company who have accepted the Offer, till the
cheques / drafts of the consideration due to be paid under the Offer and / or
the share certificates are posted to such shareholders. b)
The shares of the Target Company are not in dematerialized
form. (iv)
WITHDRAWAL FROM THE OFFER
1
1
In
accordance with Regulation 22(A) of the SEBI (SAST) Regulations, 1997,
shareholders shall have the option to withdraw acceptances tendered up to three
working days prior to the offer closing date - i.e. upto
11-05-2004. 2
2
The withdrawal option
can be exercised by submitting the duly signed Form of Withdrawal as enclosed
herewith together with the copy of acknowledgement, if any, received from the
Registrar to the Offer by tendering the shares, so as to reach Registrar to the
Offer either by hand delivery or by Registered Post on or before 11-05-2004. In
case of non-receipt of the Form of Withdrawal, the withdrawal option can be
exercised by making an application on plain paper stating name, addresses,
distinctive numbers, certificate numbers, folio number and the number of shares
tendered/withdrawn. 3
3
The shares withdrawn by
the shareholder would be returned by Registered Post. 13
MATERIAL
DOCUMENTS FOR INSPECTION
The
following documents are regarded as material documents and are available for
inspection at the office of the Target Company from 10.00 a.m. to 04.00 p.m. on
all working days and from 10.00 a.m. to 02.00 p.m. on Saturdays except Sundays
and / public or bank holidays until the offer closes i.e.
15-05-2004. 1
1
Copy
of Memorandum & Articles of Association and Certificate of Incorporation of
the Target Company. 2
2
Copy
of Memorandum & Articles of Association and Certificate of Incorporation of
the Acquirer. 3
3
Copy
of MOU between the Acquirer/PACs and Mehta Integrated Finance Limited, Manager
to the Offer. 4
4
Copies
of certificate from S G Bhuptani & Associates, Chartered Accountants, Rajkot
for adequacy of resources of the Acquirer, PAC and Deemed PAC in fulfilling the
obligations under the Offer. 5
5
Balance
Sheet and Statement of Earnings of the Acquirer for the financial year ended
31-03-2001, 31-03-2002 and 31-03-2003. 6
6
Copies
of certificate from S.G. Bhuptani & Associates, Chartered Accountants,
Rajkot certifying networth of Shri Chamanlal V Kamani, Shri Rashmi C Kamani and
Shri Deepak C Kamani, the PACs. 7
7
Copies
of Annual Reports of the Target Company for financial year 2000-01, 2001-02 and
2002-03 certified by the management of the Target Company. 8
8
Fixed
Deposit Receipt from Corporation Bank for escrow money for lien registered on it
in favour of Manager to the Offer. 9
9
Copy
of Resolution passed by the Acquirer authorizing Shri Hebri Mohandas Pai to sign
this Letter of Offer. 10
10
Copy
of the Power of Attorney from the PACs in favour of Shri Hebri Mohandas Pai to
sign this Letter of Offer. 11
11
Copy
of PA dated 29-10-2003 14.DECLARATION The
Acquirer and each of the Directors of the Acquirer and the Persons Acting in
Concert with the Acquirer accept full responsibility for the information
contained in this Letter of Offer and Form of Acceptance. All information
contained in this document is as on the date of PA unless stated otherwise. Mr
Hebri Mohandas Pai has been authorized by the Board of Directors of the Acquirer
to be their Authorized Signatory to the Letter of Offer. The
Acquirer including PACs shall be jointly and severally responsible for ensuring
compliance of the SEBI (SAST) Regulations. Signed
on behalf of the Board of Directors of Unicorn Holdings Private Limited � The
Acquirer and PACs viz. Mr Chamanlal V Kamani, Mr Rashmi C Kamani and Mr Deepak C
Kamani.
Mr Hebri Mohandas Pai Date:
10/04/2004
Director, Unicorn
Holdings Private Limited,
Place:
Rajkot
and
Constituted Attorney for PACs.
Enclosures: FORM OF ACCEPTANCE CUM
ACKNOWLEDGEMENT, FORM OF WITHDRAWAL AND SHARE TRANSFER
DEED FORM
OF ACCEPTANCE CUM ACKNOWLEDGEMENT THIS DOCUMENT
IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION (Please send
this Form with enclosures to the Registrar to the Offer) From: ________________________
Offer opens on Friday,
16-04-2004 ________________________
Offer closes on Saturday, 15-05-2004 ________________________ To Intime
Spectrum Registry Limited 211, Sudarshan
Complex, Near
Mithakhali Under Bridge, Ahmedabad �
380 009 Tele-fax:
079-26465179 Email: ahmedabad@intimespectrum.com Contact
Person: Mr Hitesh Patel Dear
Sir: Sub: Open Offer to
acquire upto 8,00,000 fully paid Equity Shares of Rs. 10/- each of Rajath
Finance Limited by Unicorn Holdings Private Limited, at Rs. 10/- per share plus
interest @10% from 01-06-2003 till the actual date of payment of consideration
I/We refer to
the Letter of Offer dated 10-04-2004 for acquiring the Equity Shares held by
me/us in Rajath Finance Limited. I/We, the
undersigned have read the Letter of Offer and understood its contents including
the terms and conditions as mentioned therein. I/We, hold shares in the physical
form, accept the offer and enclose the original Share Certificate(s) and duly
signed transfer deed(s) in respect of my/our shares as detailed
below:
(In case of
insufficient space, please attach a separate sheet and authenticate the
same) I/We confirm
that the Equity Shares tendered herewith by me/us under this Offer, are free
from liens, charges and encumbrances of any kind
whatsoever. I/We note and
understand that the original Share Certificate(s) and valid transfer deed will
be held in trust for me/us by the Registrar to the Offer until the time the
Acquirer makes payment of the purchase consideration as mentioned in the Letter
of Offer. I/We also note and understand that the Acquirer will pay the
consideration only after verification of the documents and
signatures. I/We authorize
the Acquirer 1
to acquire the shares so tendered by me/us in acceptance of the Offer in
terms of and subject to the Letter of Offer 2
to accept the shares so offered which they may decide to accept in
consultation with the Manager to the Offer and in terms of the Letter of Offer
and I/We further authorize the Acquirer to return to me/us, Equity Share
Certificate(s) in respect of which the offer is not
accepted.
3
to return to me/us share certificate(s) at my/our sole risk if the shares
so tendered are withdrawn by me/us (in terms of and subject to the Letter of
Offer). I/We authorize
the Acquirer or the Manager to the Offer or the Registrar to the Offer to send
by registered post the crossed Account Payee Cheque / Demand Draft as offer
price to the sole/first holder at the address mentioned
below: Yours
faithfully, Signed and
Delivered
Note: In case of joint holdings,
all shareholders must sign. A body corporate must affix the Company�s
stamp. Place: Date: In order to
avoid fraudulent encashment of cheques / demand draft in transit, the applicants
are requested to provide details of bank accounts of the sole/first shareholder
and the crossed Account Payee cheques / demand draft will be drawn
accordingly.
--------------------------------------------Tear
Here-------------------------------------------- Acknowledgement
Slip
Intime
Spectrum Registry Limited
211, Sudarshan
Complex, Near Mithakhali Under Bridge, Ahmedabad � 380 009 Tele-fax:
079-26465179 Email: ahmedabad@intimespectrum.com
Contact
Person: Mr Hitesh Patel Received from
Mr./Ms/M/s ________________________________________________ Form of Acceptance
cum Acknowledgement. Ledger Folio
No. __________ No. of Share Certificates enclosed _________ for ____________
Shares of Rajath Finance Limited. Date of
Receipt
Stamp & Signature PLEASE USE THIS FORM ONLY IF
YOU HAVE TENDERED THE SHARES AND WISH TO WITHDRAW YOUR
APPLICATION FORM
OF WITHDRAWAL
From: Name: Address: To, Intime
Spectrum Registry Limited 211, Sudarshan
Complex, Near Mithakhali Under Bridge, Ahmedabad � 380 009 Tele-fax:
079-26465179 Email: ahmedabad@intimespectrum.com Contact
Person: Mr Hitesh Patel Dear
Sir, Re: Open Offer to
acquire up to 8,00,000 fully paid-up shares of Rs. 10/- each of Rajath Finance
Limited at a price of Rs. 10/- per share plus interest @10% from 01-06-2003 till
the actual date of payment. I/we refer to
the Letter of Offer dated 10-04-2004 for acquiring the equity shares held by
me/us in Rajath Finance Limited. I/We, the
undersigned, have read the Letter of Offer and accept unconditionally its
contents including the terms and conditions and procedures as mentioned
therein. I/We have read
the procedure for withdrawal of equity shares tendered by me/us in the Offer as
mentioned in Para 12 (iv) of the Letter of Offer and unconditionally agree to
the terms and conditions mentioned therein. I/We hereby
unconditionally and irrevocably withdraw my/our equity shares from the Offer and
I/we further authorize the Acquirer to return to me/us, the tendered equity
share certificate(s) / share(s) at my/our sole risk. I/We note that
upon withdrawal of my/our equity shares from the Offer, no claim or liability
shall lie against the Acquirer / Manager to the Offer / Registrar to the
Offer. I/We note that
this Form of Withdrawal should reach the Registrar to the Offer as per the mode
of delivery indicated therein on or before the last date of withdrawal (i.e.
11/05/2004). I/We note that
the Acquirer / Manager to the Offer / Registrar to the Offer shall not be liable
for any postal delay / loss in transit of the equity shares tendered in the
Offer. I/We also note
and understand that the Acquirer will return the original share certificate(s),
share transfer deed(s) and equity shares on completion of verification of the
documents and signatures. The
particulars of original share certificate(s) and duly signed transfer deed(s)
are detailed below:
--------------------------------------------Tear
Here-------------------------------------------- Acknowledgement
Slip
Intime
Spectrum Registry Limited
211, Sudarshan Complex, Near Mithakhali
Under Bridge, Ahmedabad � 380 009 Tele-fax:
079-26465179 Email: ahmedabad@intimespectrum.com
Contact
Person: Mr Hitesh Patel Received from
Mr./Ms./M/s. _______________________________________________ Form of
Withdrawal. Ledger Folio
No. ________________ No. of Shares withdrawn _____________ of Rajath Finance
Limited. Date of
Receipt
Stamp & Signature |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
 | Printer Friendly page |  | Email this page |
