'Ahmedabad Victoria Iron Works ' 'Corrigendum to PA' dated 30.3.03

Jun 05, 2003
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Takeovers : Other Documents

PUBLIC ANNOUNCEMENT

 

For the attention of the Shareholders of

 The Ahmedabad Victoria Iron Works Co. Ltd.

(Registered Office – Dudheshwar Road, Ahmedabad – 380 004)

 

CASH OFFER FOR ACQUISITION OF BALANCE EQUITY SHARES FROM SHAREHOLDERS

 

This public announcement is being issued by Vivro Financial Services Private Limited, on behalf of Mr. Kiran D. Sheth, the Chairman and Managing Director of The Ahmedabad Victoria Iron Works Co. Ltd. and others, (Acquirers) pursuant to the order issued by SEBI (vide TO/AT/03/4049 dated 19th February 2003) and Regulation 11 (2) and 21 (3) (a) and the provisions of Chapter III of and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 [SEBI (SAST) Regulations 1997] and subsequent amendments thereto.

 

1.  The Offer  

 

a.       This offer is being made by Mr. Kiran D. Sheth, (‘Acquirer’), along with the Persons Acting in Concert (PACs) named below, to the fully paid up equity shareholders of The Ahmedabad Victoria Iron Works Co. Limited (the Target Company - TC).

b.      The name and shareholding of the Acquirer and PACs are as given below:

Name

No. of Shares held in target company

% of total voting capital of the target company

Mr. Kiran D. Sheth & Mrs. Jyoti Kiran Sheth

308

3.39

Mr. Kiran D. Sheth & Mrs. Jyoti Kiran Sheth &

Mr. Kunal K. Sheth

186

2.05

Mrs. Jyoti Kiran Sheth

5000

55.04

Mrs. Jyoti Kiran Sheth & Mr. Kiran D. Sheth

512

5.64

Mrs. Jyoti Kiran Sheth & Mr. Kiran D. Sheth & Mr. Kunal K. Sheth

737

8.11

Mr. Kunal K. Sheth & Mrs. Jyoti Kiran Sheth &

Mr. Kiran D. Sheth

956

10.52

Mrs. Nishita K. Sheth & Mr. Kunal K. Sheth

504

5.54

Total

8203

90.29

 

c.     The Acquirer is now making offer to the public shareholders of the TC to acquire the balance 882 equity shares representing 9.71% of the voting equity share capital at a price of Rs.225/- per equity share (the "Offer Price"). The Offer is not subject to any minimum level of acceptance.

 d. The shares of the company are infrequently traded. There was no trading in the shares of the TC during preceding 6 calendar months. The highest and average price paid by the acquirer as well as PAC for acquisition of shares of TC during last 12 months is Rs.250/- & Rs.237.5/- respectively.

 

2.                  Information about Acquirer and Person acting in concert with him

 

 

Name of Acquirer

Address

1

Mr. Kiran D. Sheth

“Sharmidwar”, Opp. Suresh Flats, Navrangpura, Ahmedabad 380 009

 

Name of PAC

Address

1

Mrs. Jyoti Kiran Sheth

Same as above

2

Mr. Kunal K. Sheth

Same as above

3

Mrs. Nishita K. Sheth

Same as above

 

a.                   Mr. Kiran D, Sheth is in the business of raw iron and the iron products since 1966 and at present acting as the Chairman and Managing Director of the TC.

 

b.                  M/s Nanubhai J. Desai & Co., Chartered Accountant (membership no 12685, having their office at Ellis bridge Shopping Centre, 2nd Floor, Room No. 225, Ellisbridge, Ahmedabad – 380006) have certified vide their certificate dated 22nd March, 2003 that the net worth of Mr. Kiran D. Sheth is amounting to Rs.33,00,000/-.

 

3.                 Information of the Target Company - (The Ahmedabad Victoria Iron Works Co. Ltd.)

 

a.                   The Ahmedabad Victoria Iron Works Co. Ltd. is a Public Limited Company incorporated on June 4, 1904 having its Registered Office at Dudheshwar Road, Ahmedabad 380 004.

 

b.                  The total paid-up share capital of the TC is Rs. 9,08,500/- comprising of 9,085 equity shares of Rs.100/- each. All the shares of the company are fully paid-up and the same are listed on The Ahmedabad Stock Exchange.

 

c.                   The Target Company is engaged in the business of manufacture and trading of raw iron and the iron products.

 

d.                  The financials of the TC for the year ended 31st March 2002 are:

 Turnover - Rs. 1,88,07,029  NPAT - Rs. 3,57,871 Net Worth - Rs.95,02,256. EPS - Rs. 39.39  Return on net worth - 3.77%

 

4.                  Reason for Acquisition and Future Plans about Target Company.

 

a. The Acquirer had acquired 161 shares representing 1.77% of voting capital of the TC on 31.03.2002 followed by acquisition of 57 shares representing 0.63% of voting capital on 31.08.2002 in contravention of regulation 11(2) of the SEBI Takeover Regulations and thereby increasing their holding to 90.29% in the company. Consequently, SEBI has directed the Acquirer vide its order No. TO/AT/03/4049 dated 19th February 2003 to make the public announcement u/r 11 (2) and other provisions of Chapter III of the SEBI Takeover Regulations and to pay interest @ 10% per annum on the offer price for the loss of interest caused to the shareholders from 30.07.2002 till the date of actual payment of consideration for the shares to be tendered under this offer and hence this offer is made to the non-promoter shareholders of the TC for acquisition of balance public shareholding so as to ensure compliance with SEBI’s Order and to consolidate the holding.  

 

b. The Acquirer does not have any intention to dispose of or otherwise encumber any assets of the TC in the next two years from the date of the closure of the offer, except in the ordinary course of business with the prior approval of the shareholder.

  

5.  Statutory Approvals and Conditions of the Offer.

 

No statutory approvals are required to the best of the knowledge of the Acquirer to acquire the shares that may be tendered pursuant to the Offer. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals failing which the Acquirer will not proceed with the Offer.

 

6.  Delisting option to the Acquirer

 

The public shareholding after the said acquisition (subject to full acceptance to the offer by the shareholders) may be reduced to Nil and the shares of the TC may subsequently be delisted in pursuance of regulation 21 (3) (a) of the Takeover Regulations and in accordance with the SEBI (Delisting of Securities) Guidelines, 2003.

 

7.  Financial Arrangements

 

a.     Acquirer has adequate and firm financial arrangements out of his personal savings and business income to fulfill the obligations under the open offer. No borrowings from Bank/ Financial Institution are being made for the purpose. The funds to be utilized shall be domestic and not any foreign funds. The Manager to the Offer is satisfied about the financial ability of the Acquirer to implement the offer.

 

b.       The maximum purchase consideration payable by Acquirer in case of full acceptance of offer i.e. 882 equity shares is Rs. 198,450/- (offer price being Rs.225/- per share) and Acquirer has deposited a sum of Rs. 2,50,000/- (being the total consideration payable including the amount of interest payable thereon) Escrow Account no. 21201opened with the Union Bank of India, Delhi Chakla Branch at Ahmedabad.

 

c.       The Manager to the offer has been duly authorised by the Acquirer vide their letter dated 21st March, 2003 to realize the value of Escrow Account in terms of regulations.

 

8.  Other Terms of the Offer

 

  1. The Letter of Offer together with the Form of Acceptance cum Acknowledgement shall be mailed to the shareholders of TC (except to the Acquirer and PAC) whose names appear on the Register of Members of the Target Company on the Specified Date.

 

  1. The acquirer can revise the price upwards upto 7 working days prior to the date of closure of the offer i.e. 21st June, 2003 and revision, if any, in the offer price would appear in Indian Express and Sandesh, Ahmedabad Editions and same price would be paid to all shareholders who tender their shares in the offer.

 

c. Shareholders who wish to tender their shares may send the Form of Acceptance cum Acknowledgement together with the Original Share Certificate(s) and Transfer Deed(s) duly signed to the Manager to the Offer in an envelope subscribing the same with “Ahmedabad Victoria – Offer for acquisition of shares” at its address mentioned below either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on or before the close of the offer i.e. 30.06.2003 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement.

 

d. All owners of shares registered or unregistered (except the Acquirer, the Persons Acting in Concert) who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners/ shareholders who have not received Letter of Offer can send their application in writing, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered to, Distinctive Numbers, Folio No., together with documents stated above so as to reach the Manager to the Offer on or before 30.06.2003. In case of unregistered owners, the same should be accompanied by a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

 

e.   The Manager to the Offer will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company, who have accepted the offer, until the cheques / drafts for the consideration and / or the unaccepted shares/ share certificates are dispatched/ returned.

 

f.   Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post to the sole/ first shareholder at the shareholders/ unregistered owners’ sole risk.

 

g.  Shares, if any, that are subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end.

 

h. Schedule of Activities pertaining to the Offer is given below:

 

ACTIVITY

DAY & DATE

Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)

30.04.2003

Date by which Letter of Offer to be posted to the shareholders.

15.05.2003

Date of Opening of the Offer

30.05.2003

Last date for revising the offer price / Number of shares

21.06.2003

Date of Closure of the Offer  

30.06.2003

Date by which acceptance/ rejection would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be dispatched/ credited.

29.07.2003

 

9.   General

 

a.     Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer.

b.        Pursuant to Regulation 13 of the Regulations, The Acquirer has appointed Vivro Financial Services Private Ltd. as Manager to the Offer and the Manager to the offer issues this Public Announcement on behalf of the Acquirers.

c. The Acquirer and the PACs accept full responsibility for the information contained in this Announcement and also for the obligations of the Acquirer (including PACs) as laid down in SEBI Takeover Regulations and subsequent amendments made thereto.

d.      For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement and the Letter of Offer together with Form of Acceptance cum Acknowledgement is also available on SEBI's website at / Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement from the said website from the offer opening Date i.e. 30.05.2003 and apply in the same.

 

Issued by: Manager To The Offer

On Behalf of

Vivro Financial Services Private Limited

Contact Person: Mr. Jayesh Vithlani, Company Secretary

“Vivro House”, 11, Shashi Colony,

Nr. Suvidha Shopping Centre, Paldi, Ahmedabad – 380 007.

Tel.: (079) 6575666,  Fax: (079) 6575441

Email: ahmedabad@vivro.net

Mr. Kiran D. Sheth (Acquirer) & Others

“Sharmidwar”,

Opp. Suresh Flats, Navrangpura,

Ahmedabad 380 009

 

Place:  Ahmedabad Date: 30th March, 2003