Public Announcement
for the attention of
THE EQUITY SHAREHOLDERS OF JAIBHARAT SAREES LIMITED
Regd. Office: Near Deli Village, Sanjan Road, Bhilad, Valsad, Gujarat
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This Public Announcement is in continuation to the original public announcement issued on 06/01/2003 in terms of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (“the Regulations”) on behalf of Shri Saurabh Tayal.(“the Acquirer’). This Public Announcement is issued pursuant to changes/amendments as advised by SEBI vide their letter no. TO/AS/3392/03 dated 11/02/2003 and should be read in conjunction with the original Public Announcement and the Letter of Offer being sent to the equity shareholders of Jaybharat Sarees Limited.
Equity Shareholders are requested to note following changes in the original Public Announcement of offer made on 06/01/2003.
1. The base offer price is Rs. 12/- per share. The Acquirer will pay interest @ 15% p.a. for delayed period. The liability to pay interest commences from 04/04/2002 i.e. 120 days from 04/12/2001, the date of triggering of the regulation. The interest @ 15% p.a. to be paid to the shareholders for the delayed period from 04/04/2002 works out to Rs. 2/- per share. However, the offer price consist of Rs. 2.50 per share as interest considering 04/12/2001 as the date till the date of the despatch of consideration in terms of the said offer.
2. In view of the delay in adhering to the provisions of Chapter III of Regulations, the Acquirer has voluntarily paid an amount of Rs. 5.00 lacs to SEBI being the penalty in terms of Section 15H of the SEBI Act, 1992 for non-compliance of relevant provisions of Regulations.
3. The Company has not been regular in complying with provisions of listing agreement entered into with BSE. The equity shares of Jaybharat Sarees Limited were suspended from trading on BSE for non-compliance of the listing agreement regarding intimation of dates of closure of register of members & Record Date to the Exchange. The Company was allowed to resume trading by the exchange w.e.f. 10/10/2001. The equity shares are currently being traded in the ‘Z’ category on trade-to-trade basis on the BSE.
4. Since 04/12/2001 is considered as the reference date for the purpose of calculation of the offer price and equity shares of the Company are infrequently traded, the base price of Rs. 12/- per share has been determined in terms of Regulation 20(5) of the Regulations taking into account financial parameters as per audited results of JSL for the year ended 31/03/2001. The Company had reported an EPS of Rs. 0.07 per share and Return on Networth of 0.63% and Book Value per share is Rs. 11.60. There has been no trading in equity shares of JSL on BSE during past 5 years. The base price of Rs. 12/- per share being higher than the price paid by the Acquirer and the Book Value of the Company as on 31/03/2001 is justified. Thus the total offer price of Rs. 14.50 per share consists of Rs. 12/- as the base price and Rs. 2.50 as interest component as mentioned above.
The ‘Acquirer’ accepts full responsibility for the information contained in the Public Announcement and Letter of Offer and would be responsible for ensuring compliance with the obligations of Acquirer as laid down in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.
A copy of this Public announcement will become available on SEBI website /. Eligible persons to the Offer may also download a copy of Form of Acceptance cum Acknowledgement, letter of offer, form of withdrawal which will also be available on SEBI’s website from the offer opening date i.e. 04/03/2003 and apply in the same.