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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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||