Innovation Medi Equip Limited

Jan 20, 2005
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Takeovers : Other Documents

 

 

PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF               INNOVATION MEDI EQUIP LIMITED

 

This Public Announcement is being issued by Systematix Corporate Services Limited, the Manager to the Offer on behalf of Mr Mubarak Ali , Mrs Anarkali Begum and Mr Sathish Kumar (hereinafter referred to as “Acquirers”) pursuant to Regulation 10 and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [“SEBI (SAST) Regulations”].

 

I  Background to the Offer :

 

1.1  The acquirers namely Mr Mubarak Ali and Mrs Anarkali Begum and Mr Sathish Kumar are making this Open Offer to acquire 9 00 000 fully Paid up Equity shares of Rs 10 each from the Public, representing 20% of the Paid up Capital of the Target Company.

 

1.2  On 2nd June 2004 Mrs Anarkali Begum acquired 1 00 000 shares of Rs 10 each, in the Equity Capital of the Target Company. After 2nd June 2004 Mrs Anarkali Begum acquired 232150 shares of Rs 10 each in Target Company through the Stock Exchange. Thus Mrs Anarkali Begum is holding 332150 shares of Rs 10 each representing 7.38%, in the Target Company as on the date of Public Announcement.

 

1.3  In the month of Novemeber 2004, Mr Sathish Kumar acquired 309668 shares of Rs 10 each, in the Equity Capital of the Target Company through the Stock Exchanges representing 6.88% in the Target Company as on the date of Public Announcement

 

1.4  Thus the Acquirers jointly have acquired 641818 shares of Rs 10/- each constituting 14.26% of the Equity Capital of the Target Company

 

1.5  Mr Mubarak Ali Mrs Anarkali Begum and Mr Sathish Kumar have jointly entered in to an agreement with the present Promoter Group to acquire 13 80 848 fully paid up Equity shares of Rs 10/- each representing 30.69% of the Equity Share capital of the Target Company. This has triggered making of an Open Offer under Regulation 10 of SEBI (SAST) Regulations and hence the Public Announcement for an Open Offer

 

II The Offer :

 

2.1  Mr Mubarak Ali , Mrs Anarkali Begum and Mr Sathish Kumar are Acquirers under this offer

 

2.2   Mr Mubarak Ali , Mrs Anarkali Begum and Mr Sathish Kumar have entered into an Agreement with the Present Promoter group of Innovation Medi Equip Limited comprising Innovation Software exports Limited , ISL Consulting Limited and Mr Chhaganlal K Kothari on 7th January,2005 to acquire the 13 80 848 fully paid up Equity Shares of Rs 10 each, at a price of Rs 4.75/- per Share

 

The Salient features of the agreement dated 7th January 2005 are:

 

1) Shares to be acquired under the agreement

 

 

Sl.No.

Seller

Buyer

No. of Shares

1

Innovation Software Exports Limited

1.     Mr Mubarak Ali

5 00 000

2.     MrsAnarkali Begum

1 29 900

2

ISL Consulting Ltd

1.Mrs Anarkali Begum

 49 451

2. Mr Sathish Kumar

1 00 549

3

Chhaganlal K Kothari

 Mr Sathish Kumar

 6 00 948

  

 

Total

13 80 848

 

 

2) The Consideration for 13 80 848 Equity Shares at Rs 4.75/-aggregating 65 59 028/- has been paid to the Sellers by way of Demand Draft/Cheques dated 7th January 2005

 

3 )The Sellers have deposited the shares in an Escrow Account – in favour of the Manager to the Offer who shall not transfer the shares to the acquirers until the completion of the Open offer.

 

4) Upon completion of the open offer formalities and compliance of Substantial acquisition of Shares and takeovers Regulations, the Manager to the offer shall transfer the shares to the acquirers as under:

 

Sl.No.

Name

No. of Shares

1

Mr. Mubarak Ali

5 00 000

2

Mrs Anarakali

1 79 351

3

Mr. Sathish Kumar

7 01 497

 

 

 

 

 

5) In the event of Non compliance of any of the Provisions of Regulation 22 of SEBI (SAST) Regulations, 1997 this agreement shall not be acted upon by the Promoter or the Acquirer and the Manager to the Offer shall act in accordance with SEBI (SAST) Regulations, 1997 and such directions as may be issued by SEBI.

 

6) The present directors of the company during the pendency of the agreement, shall continue the management of the company. On completion of the purchase of shares under this agreement, the acquirers shall get appointed or shall nominate persons as Directors on the Board of the company. Simultaneously the present Directors shall resign from the Board of the company.

 

2.3 The Acquirers are making an offer to the public share holders of the Target Company to acquire up to 9 00 000 fully paid up Equity Shares of Rs 10 each, representing in the aggregate 20% of the fully paid up Equity Voting capital of the Target Company at a price of Rs 4.75/- (Rupees Four and Seventy Five Paise only) per share (hereinafter called “Offer Price”), payable in cash and subject to the terms and conditions mentioned hereinafter (hereinafter called “Offer”)

 

2.4 The Shares to be acquired under this Offer will be acquired free form all liens, charges and encumbrances and together with all rights attached thereto, including rights to all dividends to be declared after all the formalities relating to this Offer are completed.

 

2.5 There are no partly paid up Equity Shares of the Target Company.

 

2.6  The Offer is NOT subject to any minimum level of acceptance. The Acquirer will accept all the valid tenders. In case the Shares tendered in the Offer by the Shareholders of the Target Company are more than the Shares to be acquired under the Offer, the acquisition of Shares from each Shareholder will be as per provisions of Regulation 21(6) of the SEBI (SAST) Regulations on a proportional basis, irrespective of whether the Shares are held in physical or dematerialised form. The Equity Shares of the Target Company are in compulsory dematerialisation form and the minimum marketable lot is one Equity Share.

 

 

2.7  The Shares of the Target Company are listed on The Stock Exchange, Mumbai. Based on the information available, the Shares of the Target Company are frequently traded on The Stock Exchange, Mumbai. (Source: www.bse-india.com) within the meaning of Explanation (1) to Regulation 20(5) of the SEBI (SAST) Regulations. The highest and the average price paid by the Acquirers for the Shares of the Target Company, acquired by them during the 12 months period prior to the date of this Public Announcement, are Rs 5.00 and Rs 4.03 respectively, per fully paid-up Equity Share of Rs 10 each.  

 

 

2.8  Justification for the Offer Price in terms of the Regulation 20(4) of the SEBI (SAST) Regulations:

 

 

Rs

(a) The negotiated price under the Agreement referred to in Regulation 14(1) of the SEBI (SAST) Regulations.

4.75

(b) Price paid by the Acquirers for acquisition, if any, during the twenty six week period prior to the date public announcement

4.60

(c) The average of the weekly high and low of the closing prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the twenty six weeks or the average of the daily high and low of the closing prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the two weeks preceding the date of Public Announcement.

4.32

 

 

 The Offer price is Rs 4.75/- which is highest of the above three and hence, the Offer price is justified.

 

 

2.9 Shareholding of the Acquirer on the date of this Public Announcement :

 

 

Name of the Acquirers

No. of Shares

% of holding to the total Equity Capital of the Target Company

(a) Mr Mubarak Ali

Nil

Nil

(b) Mrs Anarkali Begum

332150

7.38

(c) Mr Sathish kumar

309668

6.88

 

2.10 This is not a competitive bid.

 

 

III Information on the Acquirers :

 

3.1 Information on the Acquirer :

 

3.1.1 The names and addresses and net worth as on 8th January 2005 as certified by Mr P B Srinivasan (Membership No. 203774) of P.B. Vijayaraghavan & Co, 14, (Old No 27) Cathedral Garden road, Nungambakkam, Chennai 600 034 are as follows

 

3.1.2                    Acquirers

 

Name of the Director

Age

Address

Net worth(Rs in Lakhs)

Occupation

Mr Mubarak Ali**

45

Residing at 304-15, Blk 865, Yishun St B1, Singapore 760865

domiciled in India at D3 Nest Tower

72, Kamdar Nagar III st

Mahalingapuram

Chennai 600 034

155.07

Propreitor of Nellagam International

Mrs Anarkali Begum**

39

Residing at 304-15, Blk 865, Yishun St B1, Singapore 760865

domiciled in India at D3 Nest Tower

72, Kamdar Nagar III st

Mahalingapuram

Chennai 600 034

134.17

Housewife

Mr Sathish Kumar**

37

Residing at 7650, Sundown Lane

Prunedale, CA 93907 domiciled In India at Samanwayam near GLP School PO Kottooli Calicut Kerala 673 016

53.02

President, Verdant Solutions, CA

 ** Persons of Indian Origin (POI)

 

 

IV Information about the Target Company :

 

4.1  Innovation Medi Equip Limited was incorporated on 25th June 1992 and is having its Registered Office at 290, SIDCO Industrial Estate, Ambattur, Chennai 600 098.

 

4.2  Total Paid-up Equity Share Capital of the Target Company as on the date of this Public Announcement is Rs 450 00 000 divided into 45 00 000 fully paid-up Equity Shares of Rs 10 each. There are neither partly paid-up Shares nor outstanding convertible instruments as on the date of this Public Announcement, based on the public information.

 

4.3  To manufacture Buy, Sell, Import, Export and deal in all kinds of Medical Equipment anatomical, orthopaedia and Surgical Instrument and other appliances which may be requisite in the treatment of patients or injured persons or animal etc.,

 

To carryon the business of hip makers, Corset makers, artificial eye and lirab makers and be a provider of all requirements of hospital, patients and invalids.

 

4.4The Shares of the Target Company are listed on The Stock Exchange, Mumbai. The closing price of the Shares of the Target Company as on 10th January 2005 was Rs 4.60/- per Share on The Stock Exchange, Mumbai.

 

 

4.5Brief financials of the Target Company, based on the Audited Annual Accounts, are as under :

 

 

 (Rs in Lakhs)

 

 

Year ended March 31

2004

2003

2002

Paid-up Equity Share Capital

Rs lakhs

450.00

450.00

450.00

Reserves and Surplus

Rs lakhs

67.92

67.92

40.00

Total Income

Rs lakhs

91.12

79.57

86.82

Profit after Tax

Rs lakhs

-0.05

3.33

1.15

Earnings Per Share (EPS)

Rupees

Negative

.074

.026

Book Value Per Share

Rupees

5.30

5.33

5.21

 

 Based on the closing price of Shares in The Stock Exchange, Mumbai, as on 8th January, 2005 and the EPS for the year ended March 31, 2004, the P/E Ratio is ( Not Applicable as EPS is negative) times. Based on the Offer Price of Rs 4.75/- per Share, and the EPS of Rs (Negative) for the year ended March 31, 2004, the P/E Ratio is (Not Applicable as EPS is negative) times. 

 

V  Reasons for the Offer and Future Plans :

 

 

5.1  As explained in the opening paragraph of this Public Announcement, the Open Offer to the Shareholders of the Target Company is being made, pursuant to Regulation 10 of SEBI (SAST) Regulations for the purpose of substantial acquisition of Shares with change in control or management of the Target Company.

 

5.2  The prosthetic implant industry has a good potential for growth both in India and Export markets. Presently the focus on the domestic market is also low. The Company is in the market for 12 years and its products are well accepted. The acquirers have found that with a good and focused marketing set up and new product development the company can have a turn around with their business expertise.

 

5.3 The Acquirers, as required by the SEBI (SAST) Regulations state that they do not have any plans to make any major change to the existing lines of business of the Target Company or to dispose or otherwise encumber any assets of the Target Company in the next two years, except in the ordinary course of business of the Target Company and / or its subsidiaries and except to the extent if so deemed necessary, for the purpose of restructuring and / or rationalization of assets, investments, liabilities or otherwise of the Target Company in its interest, subject to the approval of the Shareholders of the Target Company, if so required.

 

5.4 It will be for the Board of Directors of the Target Company to take appropriate decisions as per the requirements of the business and in line with opportunities from time to time. It is hereby reiterated that any decision in relation to future plans of the Target Company or for disposal of or otherwise encumbering any assets of the Target Company would be for the Board of Directors of the Target Company to deal with.

 

 

VI Statutory Approvals required for the Offer :

 

6.1 The Open Offer is subject to the Acquirers obtaining the approval(s) from the Reserve Bank of India (“RBI”), if any, under the Foreign Exchange Management Act, 1999. The Acquirers will make applications for the requisite approvals from the RBI, if any, at an appropriate time.

 

6.2 The Acquirers will make the requisite application, if any to RBI on behalf of non resident Shareholders, including NRIs, FIIs and OCBs for permission required to transfer the Shares held by them. However, the Acquirers and the Manager to the Offer will not be responsible for any losses caused due to delay in granting of or refusal of such permission by the RBI.

 

6.3 Besides this, as on this date to the best of the knowledge of the Acquirers, no other statutory approvals are required to acquire the Shares tendered pursuant to this Open Offer. However, the Open Offer would be subject to all statutory approvals that may be applicable at a later date.

 

6.4    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 the Shareholders, subject to the 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 Acquirers in obtaining the requisite approval, Regulation 22(13) OF SEBI (SAST) Regulations will also become applicable.

 

6.5 The Acquirers do not require approval from Financial Institutions or Banks for the Open Offer.

 

 

 

 

VII  Option to the Acquirer in terms of Regulation 21(3) :

 

7.1 The public shareholding is not expected to fall to 10% or less of the Equity Share Capital of the Target Company as a consequence of this Open Offer. Hence, the provisions of Regulation 21(3) of the SEBI (SAST) Regulations do not apply.

 

VIII Financial Arrangements :

 

8.1 The total fund requirement for the Open Offer is Rs 42 75 000 (Rupees Forty Two Lakhs Seventy Five Thousand only) assuming that the entire Open Offer is accepted.

 

8.2 The Acquirers have made firm financial arrangements to meet their obligations under the Open Offer in full. For this purpose, the Acquirers intend to utilize the resources available with them.

 

8.3 The Acquirers have created an Escrow Account with HDFC Bank, Anna Salai ,Chennai 600 002 and made a cash deposit of Rs 2137500/- (Rupees Twenty One Lakhs thirty Seven Thousand Five hundred Rupees only) 50% of the Consideration payable under the Open Offer The Acquirers have marked a lien on the Branch Escrow account in favour of the Manager to the Offer.  

 

8.4 The Manager to the Offer has been duly authorized by the Acquirers to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations,1997.

 

8.5  Mr P.B. Srinivasan (Mem No 203774) of M/s P.B. Vijayaraghavan & Co, Chartered Accountants, Auditor to the Acquirers, 14, (old No 27) Cathedral Garden Road, Nungambakkam,Chennai 600 034 Tele No: 044 28263918 , 044 28263490 Fax No: 044 28276519 have certified, vide their letter dated 8th January, 2005 that the Acquirers have adequate resources to fulfill all their financial obligations arising out of the Open Offer.

 

8.6  Based on the above, the Manager to the Offer has satisfied itself about the Acquirer’s ability to implement the Open Offer in accordance with the SEBI (SAST) Regulations.

 

IX Other Terms of the Offer :

 

9.1 The Letter of Offer, together with the Form of Acceptance cum Acknowledgment will be mailed to the Shareholders of the Target Company (except the Acquirers) whose names appear in the Register of Members of the Target Company and to the beneficial owners of the Shares of the Target Company whose names appear as beneficiaries on the records of the respective Depositories at the close of business on 11th February 2005 (“Specified Date”).

 

9.2 Shareholders who wish to tender their Shares will be required to send the Form of Acceptance cum Acknowledgment, original Share Certificate(s) and transfer deed(s) duly signed to the Registrars to the Offer Cameo Corporate Services Limited , Subramanian Building, No.1,Club House Road, Chennai 600 002 Tel.No.044 2846 0390 Fax 044-28460129 either by hand delivery on week days or by Registered Post/Courier, on or before the Close of the Offer, i.e., not later than 15th April 2005 in accordance with the instructions to be specified in the Letter of Offer and in the form of Acceptance cum Acknowledgement.

 

9.3 The Registrar to the Offer Cameo Corporate Services Limited has opened a Special Depository Account with Indian Overseas Bank called, “Cameo Corporate Services Ltd Escrow Account – Innovation Medi Equip Limited Open Offer”. The DP name is Indian Overseas Bank The DP ID is IN302437 and Client ID is 20082393. Shareholders having their beneficiary account in CDSL have to use the inter-depository delivery instructions slip for the purpose of crediting their Shares in favour of the Special Depository Account with NSDL.

 

9.4 Beneficial owners (holders of Shares in dematerialised form), who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with photocopy of the delivery instructions in “Off Market” mode or counterfoil of the delivery instructions in “Off Market” mode, duly acknowledged by the Depository Participant (“DP”) in favour of -“Cameo Corporate Services Ltd Escrow Account - Innovation Medi Equip Limited Open Offer”, to the Cameo Corporate Services Limited, Subramanian Building No.1 Club House Road, Chennai 600 002 Tel.No. 2846 0390 Fax 044-2846 0129, either by hand delivery on week days during the normal business hours or by Registered Post/Courier on or before the close of the Open Offer, i.e., not later than 15th April, 2005, in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement. The credit for the delivered Shares should be received in the Special Depository Account on or before close of the Open Offer, i.e., not later than 15th April 2005 .

 

9.5 In addition to the above mentioned address, the Equity Shareholders of the Target Company who wish to avail of and accept the Open Offer, can also deliver the Acceptance cum Acknowledgement Form along with all the relevant documents at any of the Collection Centres mentioned below in accordance with the procedure as set out in the Letter of Offer. All the Centres mentioned herein below would be open as follows :

 

 Monday to Friday (9.30 AM to 5.30 PM)

 

Address

Contact Person

Mode of delivery

Phone No.

Fax

Subramanian Building,No1, Club house Road, Chennai 600 002

Mr A Siva Subramanian

Hand Delivery/

Registered Post/Courier

044-28460390

044-28460129

 

9.6 All owners (registered or unregistered) of Shares of the Target Company (except the Acquirers) are eligible to participate in the Open Offer any time before the closure of the Open Offer. Unregistered owners can send their application in writing the Registrar 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 Deed(s) and the original contract notes issued by the Broker through whom they acquired their Shares. No indemnity is required from the unregistered owners.

 

9.7 In case of non-receipt of the Letter of Offer, the eligible persons m ay send their consent to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered, Distinctive Numbers, along with documents as mentioned above so as to reach the Registrars to the Offer on or before the close of the Open Offer. i.e., not later than 15th April 2005 or in case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered, DP Name, DP ID, Beneficiary Account Number, and a photo copy of the delivery instruction in “Off Market” mode or counterfoil of the delivery instruction in “Off Market” mode, duly acknowledged by the DP, in favour of the Special Depository Account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e., not later than 15th April 2005 .

 

9.8 In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, Equity Shareholders desirous of withdrawing the acceptance tendered by them in the Open Offer, may do so upto 3 (three) working days prior to the date of closure of the Open Offer. The withdrawal option can be exercised by submitting the documents as per the instructions given below, so as to reach the Registrar to the Offer at the Collection Centre mentioned above, as per the mode of delivery mentioned therein, on or before 11th April 2005 .

 

(i) The withdrawal option can be exercised by submitting the Form of Withdrawal, enclosed with the Letter of Offer.

 

(ii) In case of non-receipt of Form of Withdrawal, the withdrawal option can be exercised by making a plain paper application along with the following details:

 

- In case of physical shares : Name, Address, Distinctive Numbers, Folio Number, Number of Shares tendered, and

 

- In the case of Dematerilised Shares : Name, Address, Number of Shares Offered, DP Name, DP ID, Beneficiary Account Number and a photo copy of the delivery instruction in “Off Market” mode or counterfoil of the delivery instruction in “Off Market” mode, duly acknowledged by the DP, in favour of the Special Depository Account.

 

9.9 The Registrar to the Offer will hold in trust the Shares / Share Certificates, Shares lying in credit of the Special Depository Account, if any, and the transfer form(s) on behalf of the Shareholders of the Target Company who have accepted the Offer, till the cheques / drafts for the consideration and / or the acceptable Shares / Share Certificates are dispatched / returned.

 

9.10 If the aggregate of he valid responses to the Open Offer exceeds the Open Offer size of 9 00 000 fully paid-up Equity Shares of the Target Company (representing 20% of the paid-up Equity Share Capital of the Target Company), then the Acquirer shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations. The Shares of the Target Company are compulsorily traded in dematerialised form and hence minimum acceptance will be one Share.

 

9.11 Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at Shareholders’ / unregistered owners’ sole risk to the sole / first Shareholder. Unaccepted Shares held in demat form will be credited back to the beneficial owners’ depository account with the respective depository participant, as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement.

 

9.12 Shareholders who have sent their Shares for dematerialisation need to ensure that the process of getting their Shares dematerialised is completed well in time so that the credit in the Special Depository Account is received on or before the date of the closure of the Open Offer, i.e., not later than 15th April 2005 , else their application would be rejected.

 

9.13 Any Shares that are the 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 Open 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.

 

9.14 Shares that are subject to any charge, lien or encumbrance are liable to be rejected.

 

9.15 The Acquirers will not be responsible in any manner for any loss of Equity Shares Certificate(s) and Offer Acceptance Document(s) during transit and the Equity Shareholders of the Target Company are advised to adequately safeguard their interest in this regard.

 

9.16 While tendering the Shares under the Open Offer, NRIs / OCBs / Foreign Shareholders will be required to submit the previous RBI Approvals (specific or general) that they would have obtained for acquiring the Shares of the Target Company. In case the previous RBI approvals are not submitted, the Acquirers reserves the right to reject such Shares tendered.

 

 While tendering Shares under the Open Offer, NRIs / OCBs / Foreign Shareholders will be required to submit a Tax Clearance Certificate from the Income Tax Authorities, indicating the amount of tax to be deducted by the Acquirers under the Income Tax Act, 1961, before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not submitted, the Acquirers will arrange to deduct tax at the rate as may be applicable to the Category of the Shareholder under the Income Tax Act, 1961, on the entire consideration amount payable to such Sharehodler.

 

9.17 A schedule of activities pertaining to the Open Offer is given below :

 

Activity

Day and Date

Specified Date *

11/02/2005

Last date for a Competitive Bid

03/02/2005

Date by which Letter of Offer to be dispatched to Shareholders

25/02/2005

Date of opening of the Open Offer

14/03/2005

Last date for revising the Offer Price

05/04/2005

Last date for withdrawing acceptance from the Open Offer

11/04/2005

Last date of closing of the Open Offer

15/04/2005

Last date of communicating rejection / acceptance and payment of consideration for accepted tenders

19/04/2005

 

*  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 / unregistered) of the Shares of the Target Company (except the Acquirers) are eligible to participate in the Open Offer anytime before the closure of the Open Offer.

 

X General :

 

10.1Shareholders who have accepted the Open Offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer shall have the option to withdraw acceptance tendered by them upto 3 (three) working days prior to the date of closure of the Open Offer, in terms of Regulation 22(5A) of the SEBI (SAST) Regulations.

 

10.2If there is any upward revision in the Offer Price by the Acquirers till the last date of revision, viz., 5th April, 2005 or withdrawal of the Open Offer, the same would be informed by way of a Public Announcement n the same newspapers in which the original Public Announcement has appeared. The Acquirers would pay such revised price for all shares validly tendered any time during the Open Offer and accepted under the Open Offer.

 

10.3 If there is a Competitive Bid :

 

- The Public Offers under all the subsisting bids shall close on the same date.

 

- As the Offer Price can not be revised during 7 (seven) working days prior to the closing date of the Open Offers / bids, it would therefore, be in the interest of the Shareholders to wait till the commencement of that period to know the final Offer Price of each bid and tender their acceptance accordingly.

 

10.4The Acquirers and Sellers or Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued under Section 11-B of the SEBI Act

 

10.5Pursuant to Regulation 13 of the SEBI (SAST) Regulations, the Acquirers have appointed Systematix Corporate Services Limited as Manager to the Offer.

 

10.6The Acquirers accept responsibility for the information contained in this Public Announcement. The Acquirers are responsible for the fulfillment of their obligations under the SEBI (SAST) Regulations.

 

This Public Announcement would also be available on the SEBI’s website at (www.sebi.gov.in). Eligible persons to the Open 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 Open Offer Opening Date, i.e., 14th March , 2005

 

ISSUED BY : MANAGER TO THE OFFER

SYSTEMATIX CORPORATE SERVICES LIMITED

EGA TRADE CENTRE, BLOCKS C & D , 4TH FLOOR

809, PONNAMALLEE HIGH ROAD

CHENNAI 600 010

Phone : 044 26612184 Fax: 044- 26612190

Email:scslch@vsnl.com

Contact person: Mr C P Khandelwal

 

Place :Chennai

Date : 13/01/2005