CORRIGENDUM TO PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF
KUTCH SALT & ALLIED INDUSTRIES LIMITED (“KSAIL”)
Further to the Public Announcement (“PA”) dated January 20, 2004 to the shareholders of KSAIL issued by Ashika Capital Ltd. on behalf of Friends Bulk Handlers Limited having its registered Office at Maitri Bhavan, Plot No-18 Sector 08, Gandhidham (Kutch) (“hereinafter referred to as “Acquirer” or “FBHL””), the shareholders are requested to kindly note the following:
1. Under the head ‘The Offer’ of PA, point 1(c) has been amended as below:
The Acquirer proposes to acquire from the existing equity shareholders of KSAIL (other than the parties to the Agreement) upto 35280 consisting of 35210 fully paid up equity shares representing 14.11% of the paid up equity share capital and 14.09% of the voting equity share capital at a price of Rs.950/- per share (“Offer Price”) payable in cash and 70 partly paid up equity shares representing 0.02% of the paid up equity share capital at a price of Rs.947.50/- per share (“Offer Price”) payable in cash in accordance with Regulation 20(10) of the Regulations. As per the Annual Report for the year ended 31st March, 2003, KSAIL has 70 partly paid up equity shares and the total amount of calls in arrear is Rs.175/- only.
2. Under the head ‘Reasons for the offer and future plans about Target Company’ of PA :
The word “and shareholders” has been deleted in the first line of point 4(b).
3. The details under the head ‘Delisting Option to the Acquirer in terms of Regulation 21(3)’ of PA has been amended as below:
Assuming full acceptance of the Offer, the post offer equity share capital with the public in the Target Company would be nil. However, if the Public Offer results in public shareholding being reduced to 10% or less of the voting capital of the company, the Acquirer undertakes to buy out the outstanding shares remaining with the public shareholders, if any, after this Offer in accordance with the SEBI (Delisting of Securities) Guidelines, 2003.
4. Under the head ‘Information about the Target Company’ of PA the additional points has been incorporated as detailed below:
- There has been a delay of 428 days in compliance with Regulation 7(3) for the year 2001 by Target Company. Therefore, SEBI shall initiate suitable action for the non-compliance with Regulation 7(3) in terms of the Regulations.
- Shri Shantilal K Somaiya (Acquirer) acquired 95500(38.21%) equity shares on 30.04.2001 from Shri Samir S Somaiya (transferor) through inter-se relatives. Pursuant to the acquisition, the shareholding of the transferee increased from 2.68% to 40.89% equity shares of the target company. Hence, Regulation 10 of the Regulations was attracted. Further, the collective shareholding of the promoter group (excluding seller) increased from 46.92% to 86.13% and hence, Regulation 11(1) of the Regulations was attracted. The shareholding of the whole promoter group remained at 86.13% equity shares in the Target Company. The report as required in terms of Regulation 3(4) has been filed with SEBI on 15.01.2004. From the submissions made by the Acquirers, it is observed by SEBI that there is, prima facie, non-compliance with Regulation 3(3) and 3(4) of the Regulations. In this regard, SEBI vide Adjudication Order dated 19.02.2004 has initiated Adjudication proceedings against the Acquirer for the aforesaid non-compliance with Regulation 3(3) & 3(4).
Further, both the transferee and the transferor as stated above are among the parties to the agreement dated 16.01.2004 entered by the Acquirer with promoters/sellers prior to this Offer. In view of above, the agreement dated 16.01.2004 cannot be acted upon till the Adjudication proceedings initiated as above are completed.
- We further undertake that the agreement dated 16.01.2004 entered between the Acquirer and the Promoters / Sellers cannot be acted upon till the Adjudication proceedings initiated as above are completed.
5. The Public Announcement dated 20.01.2004 and this Corrigendum to the Public Announcement is issued by the Manager to the Offer on behalf of the Acquirer.
This Corrigendum to Public Announcement shall be available on SEBI website at www.sebi.gov.in
The Acquirers accept full responsibility for the information contained in this Announcement.
Issued by Manager to the Offer on behalf of the Acquirer:
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Your trust is our strength
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MANAGER TO THE OFFER :
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REGISTRAR TO THE OFFER :
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Ashika Capital Limited
Contact Person: Ms. Astha Singhania
7, B. B. Ganguly Street,
4th Floor,
Kolkata – 700 012
Tel: (033) 2221-5031/ 5032 /5112/5113
Fax: (033) 2215-9418.
E-mail: ashika@cal2.vsnl.net.in
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Niche Technologies Pvt. Ltd.
Contact Person: Mr. S. Abbas
71, B. R. B.B. Road,
D-511, Bagree Market,
Kolkata – 700 001
Tel: (033) 2235-7271
Fax: (033) 2215-6823
E-mail:
nichetech@vsnl.net
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Place: Kolkata
Date: 05.03.2004