Hughes Software Systems Ltd

PUBLIC ANNOUNCEMENT
To the Equity Shareholders of Hughes Software Systems Limited
(Regd. Address: B-25, 2nd Floor, Nirlac Centre, Qutab Institutional Area, New Delhi – 110016)

This Public Announcement is being issued by Citigroup Global Markets India Private Limited (“Manager to the Offer”, or “Citigroup”), on behalf of Flextronics Sales & Marketing (L-A) Ltd. (the “Acquirer”) and Flextronics International Limited (“Flextronics” or “PAC”), being a person acting in concert with the Acquirer, pursuant to Regulations 10 and 12 of, and as required under, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the “SEBI (SAST) Regulations”).

I.

Background to the Offer

As stated in detail below, the Acquirer, (which is a wholly owned subsidiary of the PAC) has agreed to acquire from HNS-Mauritius Holdings (“HNS-Mauritius”) and Hughes Network Systems Inc. (“HNS”) by way of an off-market purchase, 18,667,491 fully paid up equity shares of Rs. 5/- each (“Sale Shares”) of Hughes Software Systems Limited (“HSSL” or the “Company”) (comprising 54.95% of the paid up equity share capital of the Company) for a consideration of Rs. 547/- per equity share, aggregating to Rs. 10,211,117,577 (Rupees Ten billion two hundred and eleven million one hundred and seventeen thousand, five hundred and seventy seven) to be paid in cash by the Acquirer in accordance with the terms of the Agreement (as defined below). HNS-Mauritius and HNS are hereinafter collectively referred to as the “Sellers”.

II.

The Offer

a) The name of the Acquirer is Flextronics Sales & Marketing (L-A) Ltd. and the name of the person acting in concert with the Acquirer for the purpose of the Offer (as hereinafter defined) is Flextronics International Limited. Save and except the PAC, no other person is acting in concert with the Acquirer for the purpose of the Offer.

b) The Acquirer has executed a Share Purchase Agreement dated June 12, 2004 with the Sellers (the “Agreement”) by and under which it has agreed to purchase the Sale Shares from the Sellers by way of an off-market purchase for a cash consideration of Rs. 547/- per equity share aggregating to Rs.10,211,117,577. The Agreement provides that the sale and purchase of the Sale Shares is subject to fulfilment of the conditions precedent specified in the Agreement which include the receipt of approvals from the Foreign Investment Promotion Board (“FIPB”) and the Reserve Bank of India (“RBI”) and any other non-Indian regulatory approvals that may be required and the Manager to the Offer having certified that the Acquirer has fulfilled its obligations under the SEBI (SAST) Regulations. The Agreement also provides, inter alia, (i) for the Sale Shares being initially deposited in escrow, against which the Acquirer is to make payment of the purchase price for the Sale Shares to the Sellers, (ii) for the Sellers’ nominated directors on the Company’s board of directors resigning and the Acquirer’ nominees being made directors of the Company upon the Acquirer depositing 100% of the consideration for the Offer (assuming full acceptance) in an escrow account in cash and 21 days having elapsed after the date of the Public Announcement in respect of the Offer, (iii) for certain business commitments being made by the Sellers to the Company with regard to their relationship as customers of the Company guaranteeing minimum levels of revenues for specified periods, subject to certain conditions and (iv) for extension of trademark rights to allow HSSL to continue using the Hughes trademark for a period of five years. The Agreement was preceded by an earlier agreement dated June 8, 2004 executed between the Sellers and Flextronics International Asia Pacific Limited (“FIAPL”), also a wholly owned subsidiary of the PAC which was terminated on June 12, 2004.

c) The Sellers are the promoters of the Company. Consequent to the Agreement to acquire the Sale Shares, the Acquirer will (and consequently, the PAC, which is the holding company of the Acquirer, will indirectly) acquire control over the Company.

d) This offer is being made to the public shareholders of HSSL to acquire upto 6,793,810 fully paid-up equity shares of Rs. 5/- each (the ”Offer Shares”), representing in the aggregate upto 20% of the paid-up equity share capital of HSSL at a price of Rs. 548/- (Rupees Five hundred and forty eight only) per equity share (the “Offer Price”), payable in cash and subject to the terms and conditions mentioned hereinafter and in the letter of offer to be sent to the shareholders of the Company (the “Offer”). If HSSL’s total paid-up equity share capital/ voting rights increases subsequent to the date of this Public Announcement, the 20% referred to above shall be computed in accordance with the SEBI (SAST) Regulations. This Offer is being made to all the shareholders of HSSL other than the Sellers (who are parties to the Agreement). The Offer is not subject to a minimum level of acceptance by the shareholders of HSSL.

e) The Acquirer and the PAC do not hold any shares in HSSL as of the date of this Public Announcement. The Acquirer and the PAC have not acquired any shares in HSSL during the twelve-month period prior to the date of this Public Announcement.

f) The shares of HSSL are listed on The Stock Exchange, Mumbai (“BSE”), and the National Stock Exchange (“NSE”). Based on the information available (Source: Bloomberg), the shares of HSSL are frequently traded on both BSE and NSE.

g) The Offer Price of Rs. 548/- per Offer Share is justified in terms of Regulation 20 (4) of the SEBI (SAST) Regulations in view of the following:

i. The Acquirer has entered into the Agreement with the Sellers to acquire 18,667,491 equity shares at Rs. 547/- per share, payable in cash.

ii. Except for the proposed acquisition of Sale Shares under the Agreement, the Acquirer and the PAC have not acquired any shares of HSSL during the 26-week period prior to the date of this Public Announcement.

iii. The average of the weekly high and low of closing prices of the shares of HSSL during the 26-weeks, and the average of the daily high and low of the prices of the shares of HSSL during the 2-weeks, both preceding the date of this Public Announcement, based on the share price data on the NSE, where the Company’s shares are most frequently traded, are as under:

The Offer Price of Rs. 548/- is higher than the highest of the prices mentioned in sub–clauses i, ii and iii above, and is therefore justified in terms of Regulation 20 of the SEBI (SAST) Regulations.

III.

Information on the Acquirer and the Person Acting in Concert

A.

Flextronics Sales & Marketing (L-A) Ltd. (“Acquirer”)

The Acquirer is an unlisted company incorporated on September 20, 2002, under the laws of the Republic of Mauritius. It has its registered office at Suite 802, St. James Court, St. Denis Street, Port Louis, Mauritius. It is a wholly owned subsidiary of Flextronics International Limited (the PAC). The Acquirer’s paid-up capital as on date is US$ 1. It has not commenced business operations and has not earned any income till date. Further, it is not required to separately maintain audited accounts under the laws of Mauritius. The Sale Shares and the Offer Shares are entirely being acquired by the Acquirer with the funding being made available by the PAC. An amount equivalent to 100% of the funds required for purchasing the Offer Shares has been deposited by the Acquirer in an escrow account.

B.

Flextronics International Limited (the “PAC”)

a) The PAC is a company incorporated under the laws of the Republic of Singapore with its registered office located at 2 Changi South Lane, Singapore 486123. The PAC is the holding company of the Acquirer and holds the entire issued, subscribed and paid-up share capital of the Acquirer.

b) The shares of the PAC are listed on the Nasdaq Stock Exchange, the London Stock Exchange, and the Frankfurt Stock Exchange.

c) Based on the latest audited annual accounts, consolidated revenue of the PAC for the financial year ended March 31, 2003 was US$13,379 million (Rs. 603,259 million) as compared to US$13,105 million (Rs. 590,904 million) for the financial year ended March 31, 2002.

d) Based on the latest audited annual accounts, consolidated net loss of the PAC for the financial year ended March 31, 2003 was US$84 million (Rs. 3,788 million) as compared to a consolidated net loss of US$154 million (Rs. 6,944 million) for the financial year ended March 31, 2002.

e) Total Shareholders’ Equity on a consolidated basis as at March 31, 2003 was US$4,542 million (Rs. 204,799 million) as compared to US$4,456 million (Rs. 200,921 million) for the year ended March 31, 2002.

f) Book Value per Share as on March 31, 2003 was US$8.72 (Rs. 393). PAC had a negative EPS and Return on Average Net Worth for the years ended March 31, 2003 and March 31, 2002.

C.

Background of the Acquirer and the PAC

The Acquirer is a wholly owned subsidiary of the PAC, which is a leading Electronics Manufacturing Services (“EMS”) provider focused on delivering operational services to technology companies. With fiscal year 2004 revenues of US$14.5 billion (Rs. 653.8 billion), the PAC is a major global company with design, engineering, manufacturing, and logistics operations in 29 countries and five continents. The PAC’s ability to provide end-to-end operational services that include innovative product design, test solutions, manufacturing, IT expertise, network services, and logistics has established the Company as a leading EMS provider.

IV.

Information about the Target Company

a) HSSL was incorporated on December 30, 1991 as a private limited company, became a deemed public limited company on April 1, 1996, and a public limited company on July 1, 1999. Its registered office is situated at B-25, 2nd Floor, Nirlac Centre, Qutab Institutional Area, New Delhi – 110016.

b) The total paid-up capital of HSSL, as on the date of this Public Announcement, is Rs. 169,845,235/-, divided into 33,969,047 fully paid-up equity shares of Rs. 5/- each. HSSL does not have any partly paid-up shares or any convertible instruments as on the date of this Public Announcement other than options on employee stock ownership plans

c) HSSL’s core business is the development of software, providing software consulting services, and other ancillary products and services primarily for use in the telecommunications industry. HSSL also provides business process outsourcing services, primarily in the area of on-line customer care.

d) The shares of HSS are listed on the BSE and the NSE.

e) Based on the latest audited annual accounts of HSSL, the Total Income of HSSL on a standalone basis for the year ended March 31, 2004 was Rs. 3,662 million as compared to Rs. 2,290 million for the year ended March 31, 2003.

f) Based on the latest audited annual accounts of HSSL on a standalone basis HSSL’s Profit after Tax for the year ended March 31, 2004 was Rs. 774 million as compared to Rs. 379 million for the year ended March 31, 2003.

g) The Paid-up Equity Share Capital of HSSL on a standalone basis as at March 31, 2004 was Rs. 170 million, as compared to Rs. Rs. 168 million as on March 31, 2003. The Reserves and Surplus of HSSL as at March 31, 2004 were Rs. 3,338 million as compared to Rs. 2,612 million as on March 31, 2003.

V.

Reasons for the acquisition and Offer and future plan for the Target Company, if any.

a) The Offer to the shareholders of HSSL is being made by reason of the execution of the Agreement between the Acquirer and the Sellers and is being made in accordance with Regulation 10, Regulation 12 and other applicable provisions of the SEBI (SAST) Regulations as the proposed acquisition of the Sale Shares pursuant to the Agreement will result in substantial acquisition of shares / voting rights in HSSL and also a change in control / management of HSSL.

b) The Acquirer and the PAC do not have any plans to dispose of or otherwise encumber any assets of HSSL in the next 2 (two) years, except (i) in the ordinary course of business of HSSL and/or (ii) to the extent that the board of directors of HSSL considers appropriate for the purpose of restructuring and/ or rationalisation, of non-core business(es) or assets.

c) The Acquirer intends to appoint its nominee directors on the board of directors of the Target Company in place of the nominee directors of the Sellers after a period of 21 days from the date of this Public Announcement in compliance with the provisions of the second proviso to Regulation 22(7) of the SEBI (SAST) Regulations and other applicable provisions, if any, of law. In this regard, as mentioned below, the Acquirer has deposited in an escrow account in cash 100% of the consideration payable by it in respect of the Offer (assuming full acceptance for the purchase of the Offer Shares).

d) The Acquirer and the PAC expect that the innovative combination of products and services offered by the combined resources of the Acquirer, the PAC and the Target Company will provide a complete outsourcing solution to telecom original equipment manufacturers. The Acquirer and the PAC would be able to provide end –to-end outsourcing services for telecom products during the development life cycle, including engineering services, system assembly and manufacturing, logistics services and after market services.

e) Other than in the ordinary course of business, the Acquirer and the PAC undertake that they shall not sell, dispose of or otherwise encumber any substantial asset of HSSL except with the prior approval of HSSL’s shareholders.

VI.

Statutory Approvals / other approvals required for the Offer

a) The Offer is subject to the receipt of approval for the acquisition of shares by the Acquirer under the Offer from (i) the FIPB; and (ii) the RBI, under the Foreign Exchange Management Act, 1999 and / or the regulations made thereunder (“FEMA”).

b) The Acquirer will shortly be filing an application for the abovementioned FIPB approval. The Acquirer will apply for the abovementioned RBI Approval upon receipt of the FIPB Approval.

c) To the best of the knowledge of the Acquirer, as on the date of this Public Announcement there are no other statutory approvals required to implement the Offer, other than those specified above. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals. The Acquirer will have a right not to proceed with the Offer in the event the statutory approvals indicated above are refused in terms of Regulation 27 of SEBI (SAST) Regulations.

d) In case of a delay in receipt of any statutory approval(s), SEBI has the power to grant an extension of time to the Acquirer for payment of consideration to the tendering 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 wilful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable.

e) The Acquirer and PAC do not require any approvals from financial institutions or banks for the Offer.

VII.

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

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 the Offer. Hence the provisions of Regulation No. 21(3) do not apply.

VIII.

Financial Arrangements

a) The Acquirer has adequate resources to meet the financial requirements of the Offer. Firm arrangements for financial resources required to implement the offer are already in place. The PAC is funding the Acquirer in making the Offer from the cash balance available with it. The Acquirer will acquire all the equity shares which are accepted under the Offer.

b) The total fund requirement for the acquisition of 6,793,810 equity shares, representing 20% of the total issued and subscribed equity share capital of HSSL, as of date at Rs. 548/- per share is Rs. 3,723 million.

c) In accordance with Regulation 28 of the SEBI (SAST) Regulations, the Acquirer has made a cash deposit of US$ 83.2 million (equivalent to Rs. 3,751 million) in a bank account with Citibank, London, having its address at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB (the “Escrow Account”). At an exchange rate of Rs. 45.09 per US$ (calculated in accordance with Section X (g) below), the amount placed in the Escrow Account is in excess of Rs. 3,723 million (the “Funds”), which is the amount required under the second proviso to Regulation 22(7) for the Offer Shares of the SEBI (SAST) Regulations, i.e., assuming full acceptances. The entireconsideration payable in cash is deposited in the Escrow Account.
The Manager to the Offer has been duly authorized to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations. The Funds will be transferred from the aforesaid bank account to Citibank N.A., D.N. Road Branch, Fort, Mumbai in India after the requisite approval has been obtained from RBI for opening and operating an escrow account in India. The Manager to the Offer has also been duly authorised to realize the value of the escrow account with Citibank N.A. in India and overseas in terms of the SEBI (SAST) Regulations.

d) In view of the above cash deposit made by the Acquirer resulting in 100% of the total consideration required to fund the Offer for the purchase of the Offer Shares already having been deposited in the Escrow Account in order to fulfil the Acquirer’s obligations under the SEBI (SAST) Regulations, and the additional confirmations received by the Manager to the Offer from the Acquirer and the PAC, the Manager to the Offer is satisfied that firm arrangements are in place to fulfil the Acquirer’s obligations in relation to the Offer in accordance with the SEBI (SAST) Regulations.
In the event of any shortfall in the Escrow amount arising on account of exchange rate fluctuations, the Acquirer has undertaken to provide additional funds to ensure that the Escrow Account has adequate funds to discharge its Offer obligations.

IX.

Other Terms of the Offer

a) The Offer is not conditional on any minimum level of acceptance by the shareholders of HSSL.

b) The Letter of Offer, together with the form of acceptance cum acknowledgement (the “Form of Acceptance cum Acknowledgement”), will be mailed to the public shareholders of HSSL (excluding the Acquirer, the PAC and other parties to the Agreement), whose names appear on the register of members of HSSL and to the beneficial owners of the dematerialised shares of HSSL, whose names appear as beneficiaries on the records of the respective depositories, at the close of business on July 12, 2004 (“Specified Date”).

c) Holders of shares in physical form who wish to tender their shares will be required to send the Form of Acceptance cum Acknowledgement, original share certificate(s), and transfer deed(s) duly signed to the Registrar to the Offer – Karvy Computershare Private Limited, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034. Telephone number: (040) 2331 2454, Fax number: (040) 2331 1968, either by hand delivery on weekdays, or by Registered Post, on or before the closure of the Offer, i.e., no later than August 30, 2004, in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.

d) The Registrar to the Offer, M/s Karvy Computershare Private Limited has opened a special depository account with Citibank N.A at the National Securities Depositary Limited (“NSDL”) called, “Escrow Account – Hughes Offer”. The DPID is IN 300054 and Client ID is 10010997. Shareholders of HSSL having their beneficiary account with the Central Depositary Services (India) Limited (“CDSL”) must use the inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

e) Beneficial owners (holders of shares in dematerialized form) who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instruction in “Off-market” mode, or counterfoil of the delivery instructions in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”), in favour of the special depository account to the Registrar to the Offer – Karvy Computershare Private Limited, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034. Telephone number: (040) 2331 2454, Fax number: (040) 2331 1968, either by hand delivery on weekdays or by Registered Post, on or before the closure of the Offer, i.e., no later than August 30, 2004, 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 closure of the Offer, i.e., no later than August 30, 2004.

f) In addition to the above-mentioned address, the equity shareholders of HSSL who wish to avail of, and accept the Offer can also deliver the Acceptance cum Acknowledgement Form along with all the relevant documents at any of the collection centres 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:

Working Hours: Monday to Saturday: 10.00 a.m. to 7.00 p.m.

g) All shareholders (registered or unregistered) of equity shares of HSSL (except the Acquirer, the PAC and parties to the Agreement), who own equity shares of HSSL anytime before the closure of the Offer, are eligible to participate in the Offer anytime before the closure of the Offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating their 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 notes issued by the broker through whom they acquired their shares. No indemnity is required from unregistered owners.

h) In case of non-receipt of the Letter of Offer, eligible persons may send their consent to the Registrar to the Offer, on a plain paper stating their name, address, number of shares held, distinctive numbers, folio number and number of shares offered along with documents as mentioned above so as to reach the Registrar to the Offer on or before the closure of the Offer, i.e., no later than August 30, 2004, or in case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plain paper stating their name, address, number of shares held, number of shares offered, DP name, DP ID, beneficiary account number, and a photocopy 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 closure of the Offer, i.e., no later than August 30, 2004.

i) In terms of Regulation 22 (5A) of the SEBI (SAST) Regulations, equity shareholders desirous of withdrawing the acceptance tendered by them in the Offer may do so up to 3 (three) working days prior to the date of closure of the Offer. The withdrawal option can be exercised by submitting the documents as per the instructions below, so as to reach the Registrar to the Offer at any of the collection centres mentioned above as per the mode of delivery indicated therein on or before August 26, 2004.

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 to the Registrar to the Offer along with the following details:

• In case of physical shares: name, address, distinctive numbers, folio number, and number of shares tendered; and
• In case of dematerialised shares: name, address, number of shares offered, DP name, DP ID, beneficiary account number and a photocopy 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.

j) The Registrar to the Offer will hold in trust the shares/share certificates, shares lying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of HSSL who have accepted the Offer, till the cheques/drafts for the consideration and/ or the unaccepted shares/share certificates are dispatched/returned.

k) If the aggregate of the valid responses to the Offer exceeds the Offer size of upto 6,793,810 fully paid-up equity shares of HSSL (representing 20% of the issued equity share capital of HSSL), 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 HSSL are compulsorily traded in dematerialized form and hence minimum acceptance will be one share.

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

m) Shareholders who have sent their shares for dematerialization need to ensure that the process of getting their shares dematerialized is completed well in time so that the credit in the special depository account is received on or before the date of closure of the Offer, i.e., no later than August 30, 2004, else their application would be rejected.

n) While tendering the shares under the Offer, Non Resident Indians (“NRIs”)/Overseas Corporate Bodies (“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 HSSL. In case previous RBI approvals are not submitted, the Acquirer reserves the right to reject such shares tendered.
While tendering shares under the Offer, NRI/OCBs/foreign shareholders will be required to submit a tax clearance certificate (the “Tax Clearance Certificate”) from the Income Tax authorities, indicating the amount of tax to be deducted by the Acquirer under the Income Tax Act, 1961, before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not submitted, the Acquirer 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 NRI/OCB/foreign shareholder.

o) A schedule of the activities pertaining to the Offer is given below:

* Specified date is the date for determining the names of the shareholders to whom the Letter of Offer would be sent, being all the shareholders of HSSL (except the Acquirer, the PAC and parties to the Agreement), whose names appear on the register of members of HSSL and as regards the beneficial owners of the dematerialised shares of HSSL, whose names appear as beneficiaries on the records of the respective depositories, at the close of business on July 12, 2004 (“Specified Date”)

X.

General

a) Shareholders who have accepted the Offer by tendering the requisite documents, in terms of this Public Announcement / Letter of Offer, can withdraw the same upto 3 (three) working days prior to the date of closure of the Offer, in terms of Regulations 22 (5A) of the SEBI (SAST) Regulations.

b) The Acquirer can revise the Offer price upwards upto 7 working days prior to the closure of the Offer (viz. August 19, 2004). If there is any upward revision in the Offer Price by the Acquirer till the last date of revision viz. August 19, 2004, or if the Offer is withdrawn, the same would be informed by way of a public announcement in the same newspapers in which this Public Announcement has appeared. The Acquirer would pay such revised price for all the shares validly tendered any time during the Offer and accepted under the Offer.

c) 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 closure of the Offer / 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.

d) The Acquirer, the PAC, the Sellers and / or the Target Company has / have not been prohibited by the Securities and Exchange Board of India (“SEBI”) from dealing in securities, in terms of directions issued under Section 11B or any other regulations made under the SEBI Act, 1992.

e) Pursuant to Regulation 13 of the SEBI (SAST) Regulations, the Acquirer has appointed Citigroup Global Markets India Private Limited as Manager to the Offer.

f) The Acquirer and the PAC accept joint and several responsibility for the information contained in this Public Announcement and also for their obligations laid down in the SEBI (SAST) Regulations and subsequent amendments made thereto. The Acquirer and the PAC are responsible for each of their obligations in terms of the SEBI (SAST) Regulations.

g) Certain financial details contained in this Public Announcement quoted in Rupees are denominated in US$. The Rupee equivalent quoted in each case is calculated in accordance with the RBI Reference rates as on June 11, 2004, namely 1 US$ = Rs. 45.09. (Source: www.rbi.org.in)
This Public Announcement would also be available on the SEBI’s website (www.sebi.gov.in). Eligible persons to the Offer may also download a copy of the letter of offer and Form of Acceptance cum Acknowledgement, which will be available on SEBI’s website at (www.sebi.gov.in) from the Offer Opening Date, i.e. July 30, 2004.

Issued by:
Citigroup Global Markets India Private Limited
as Manager to the Offer on behalf of
The Acquirer and the PAC

Place: Mumbai Date: June 12, 2004