Tripex Overseas Ltd

Mar 28, 2005
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Takeovers : Other Documents

Public Announcement

  FOR THE ATTENTION OF THE SHAREHOLDERS OF

Tripex Overseas Limited  

(Registered Office 285, Mezanine Floor, New Cloth Market, Ahmedabad, 380 002, (Gujarat) 

 

 

 

 

 

 

 

  This Public Announcement (“PA”) is being issued by Vivro Financial Services Private Limited (“Vivro” or the “Manager to the Offer”), on behalf of, M/s Surbhi Capital and Finance Private Limited (“SCFPL”), M/s Lakhani Marketing Private Limited (“LMPL”), Mr. Manindersingh S. Jolly and Mr. Ashok P. Jain  who are acting in concert with each other for the purpose of this open offer (hereinafter collectively referred to as the “Acquirers” and individually referred to as the “Acquirer”) to the fully paid Equity Shareholders of Tripex Overseas Limited (herein after referred to as “TOL” or the “Company” or the “Target Company”), pursuant to provisions of Regulations 10, 11(1) and 12 and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “Regulations”) and subsequent amendments thereto.

 1. The Offer

 

a.       This offer (the “Offer”) is being made by M/s Surbhi Capital and Finance Private Limited, M/s Lakhani Marketing Private Limited, Mr. Manindersingh S. Jolly and Mr. Ashok P. Jain. Other than SCFPL, LMPL, Mr. Manindersingh S. Jolly and Mr. Ashok Jain who are acting in concert with each other for the purpose of this open offer, no other person is acting in concert with the Acquirers for the Offer. Due to the operation of Regulation 2(1)(e) of the Regulations, there could be persons who could be deemed to be acting in concert. However they are not acting in concert for the purpose of the Offer. 

b.      On 21st March, 2005, the Acquirers have through their duly constituted Attorney holder Mr. Manindersingh S. Jolly entered into a Share Purchase Agreement (the “SPA”) with Mr. Saurin N. Shah residing at 12, Arun Society, Paldi, Ahmedabad 380 007, Mr. Jayesh A. Mehta residing at 3, Veerdharmyug Society, Fatehnagar, Ahmedabad 380 007 and Mrs. Chaula S. Shah residing at 12, Arun Society, Paldi, Ahmedabad 380 007 who are also the promoters of the Target Company (herein after referred to as the “Promoter Sellers”) and also acquired on the same day on Spot Delivery Basis from them, subject to what stated in paragraph herein after appearing, 10,00,300 (Ten Lacs and Three Hundred Only) fully paid-up equity shares representing 19.61% of the total paid-up equity share capital and 19.64% of the total voting equity share capital of M/s Tripex Overseas Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 285, Mezanine Floor, New Cloth Market, Ahmedabad, 380 002, Gujarat, (Target Company) at a price of Rs. 6.00 (Rupees Six Only) per fully paid-up equity shares of the Target Company payable in cash (herein after referred to as the “Negotiated Price”). The total consideration for the equity shares acquired as mentioned above is Rs. 60,01,800 (Rupees Sixty Lacs One Thousand and Eight Hundred Only) and that triggered the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The above referred acquisition of shares were as under:

Name of the Promoter Seller

Shares Agreed to be acquired under the SPA by Mr. Manindersingh S. Jolly

Shares Agreed to be acquired under the SPA by Mr. Ashok P. Jain 

Shares Agreed to be acquired under the SPA by SCFPL

Shares Agreed to be acquired under the SPA by LMPL

Total No. of Shares to be sold by the Each Promoter Seller

Mrs. Chaula S. Shah

3,00,300

2,49,800

-----

-----

5,50,100

Mr. Jayesh A. Mehta

-----

50,200

2,00,000

99,900

3,50,100

Mr. Saurin N. Shah

-----

------

------

1,00,100

1,00,100

Total No. of Shares to be Acquired by each Acquirer

3,00,300

3,00,000

2,00,000

2,00,000

10,00,300

 

The summary of the major terms of the SPA are as follows:

¨                    The Acquirers shall comply with all the obligation of an acquirer under the SEBI Takeover Code and in case of non-compliance with the provision of the SEBI Takeover Code; this SPA shall not be acted upon by the parties.

¨                   The Purchasers shall bear the stamp duty payable on the transfer of shares.

¨                   Upon the Purchasers acquiring the shares, the Sellers shall cooperate with the Purchasers in restructuring the Board of Directors of the Company.

c.       The Acquirers are now making Open Offer in terms of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 to the fully paid equity shareholders of the TOL to acquire 10,20,000 equity shares representing 20% of the total equity shares capital of the Company  and 20.02% of the total voting capital of the Target Company at a price of Rs.10/-  per equity share payable in cash (the "Offer Price").The individual Acquirers shall acquire such shares in the following numbers:

 

Name of the Acquirers

Number of shares of Target Company to be acquired

M/s.Surbhi Capital and Finance Private Limited

3,06,000

M/s Lakhani Marketing Private Limited

3,06,000

Mr. Manindersingh S. Jolly

2,04,000

Mr. Ashok P. Jain

2,04,000

                                                                     Total:

10,20,000

 

d.      In order to calculate the 20.02 % of the voting capital to make the Open Offer within the meaning of Regulation 20(5) of the Regulations, equity shares in which calls are in arrears alongwith interest thereon have been excluded in pursuance of Section 181 of the Companies Act, 1956 read with Article 104(a) of the Articles of Association of the Target Company. 

e.       The Offer is not subject to any minimum level of acceptance from the Shareholders of the Company i.e. it is not a conditional offer.

f.        The Acquirers are acting in concert with each other for this offer. Other than these, there are no Persons acting in concert (PACs) under this offer

g.       The Acquirers have acquired 10,00,300 equity shares of Rs. 10/- each representing 19.61% of the total equity share capital and 19.63% of the total voting capital of the Company of the TOL during the 12 months period prior to the date of PA at the price of Rs. 6/- which was acquired as  mentioned in para 1(b) above.

h.       As on the date of this PA, the Acquirers hold 10,00,300 fully paid equity shares in TOL representing 19.61%  of the total equity share capital and 19.63% of the total voting capital of the Company which was acquired as mentioned in para 1(b) above. 

i.         This is not a competitive bid.

j.        The offer is not as result of a Global Acquisition resulting in indirect acquisition of Target Company.

k.      The Manager to the Offer i.e. Vivro Financial Services Pvt. Ltd. does not hold any shares in the Target Company as on the date of PA. They declare and undertake that they shall not deal in the shares of the Target Company during the period commencing from the date of their appointment as Manager to the offer till the expiry of 15 days from the date of closure of offer.

l.         This PA is being issued in Financial Express - English Daily (All Editions), Financial Express  -Gujarati Daily, (Ahmedabad edition) and Jansatta – Hindi Daily (All Editions) as per the Regulation 15(1) of the Regulations.

 2.  The Offer Price

Justification of Offer Price

a.       The equity shares of the Company are listed on The Stock Exchange, Mumbai (“BSE”) and The Stock Exchange, Ahmedabad (“ASE”).

b.      The Annualized Trading Turnover of the equity shares of the Company on BSE during the preceding six months i.e. from 1st September 2004 to 28th February 2005, prior to the month in which this PA is required to be made is 3600 equity shares (Based on the web site of BSE and the CMIE Data Base), being less than 5% of the total listed equity shares of the Company.

c.       Based on above information, the equity shares of the Company are deemed to be infrequently traded in terms of explanation (i) to Regulation 20(5) of the Regulations and hence the Offer Price is determined in accordance with the requirement of Regulation 20(5) of the Regulations.

d.      The Share Price of Rs.10/- per fully paid up equity share of TOL is justified in terms of Regulation 20 (5) of the Takeover Regulations since the same has been determined after considering following facts:

1.                       Negotiated price

 

2.                       Highest price paid by the Acquirers for acquisition including a public or right or a preferential issue during the period of 26 weeks prior to PA

 

3.            Other parameters

Rs. 6.00

 

Rs. 6.00

Year ended

31st March, 2004

(a)               Return on Net Worth

0.20%

(b)               Earning Per Share (Rs.)

0.019

(c)                Industry Price Earning Ratio*

5

 

 

*Source: Capital Market, Volume XX/01 dated 14th March, 2005

e.       Since the shares of TOL are infrequently traded on the above mentioned Stock Exchanges, the fair value of shares has been arrived at by considering the above parameters and by placing reliance on the Supreme Court Judgment in the Case of Hindustan Lever Employee Union vs. Hindustan Lever Limited [(1995) 83 CC 30] and with due regard to the erstwhile CCI Formula for valuation of shares. Accordingly, the fair value has been calculated taking weighted average of three methods as follows:

 

Method

Amount (Rs.)

             (x)

Weights

(y)

      Weighted

Amount (X * Y)

1.               Value of shares as per Net Assets Method (NAV

 

9.57

1

9.57

2.               Value of shares as per Earning Capitalization Method

 

0.07

2

0.14

3.               Value of Shares as per Imputed Market Price Method

 

0.10

2

0.20

Total

 

5

9.91

Fair value of shares

 

1.98

 

The above working is certified by Mr. Vasudev Upadhyay, (Membership no. 48175) a partner of M/s Jain Sheth & Co., Chartered Accountants, having their office at 34, Funpoint complex, Opp. Gurukul Tower, Gurukul Road, Memnagar, Ahmedabd-380052 Gujarat (Telephone No. (079) 27419767  vide their certificate dated 21st March, 2005.

 

f.        Based on the above information, in the opinion of the Manager to the Offer, the Offer Price Rs. 10/- per share is being justified in terms of Regulation 20 (5) of the Takeover Regulations.

 

3.      Information about Acquirers 

 

a.                   Surbhi Capital and Finance Private Limited (SCFPL)

 

i)            SCFPL is a company incorporated on 19th July 1995 under the Companies Act, 1956, having its registered office at 1st Floor, 65, M. G. Road, Goregaon (W), Mumbai, 400 062.

 

ii)          The promoters and the directors of SCFPL are Mr. Ashok P. Jain and Mr. Sanjay B. Chohan.

 

iii)        SCFPL is presently engaged in the business of making investment in the shares and the securities and providing loan and advances.

 

iv)        The financial details of SCFPL as on 31st March. 2004 are as follows: The Authorised Capital  is Rs. 1,00,000 divided into 1000 equity shares of Rs. 100 each. The Issued, subscribed and paid up capital is Rs.2000 divided into 20 equity shares of Rs. 100 each. There are no calls in arrears. The shares of the company are not listed on any Stock Exchange. 

 

There is no operating income for the year ending 31st March, 2004. The Equity share capital is Rs. 2000. As per the unaudited results as on 12th March, 2005 of SCFPL, the Authorised  Share capital as well as  Issued , Subscribed and Paid-up share capital  is Rs.10,00,000 divided into 10,000 equity shares of Rs. 100 each . As on the same date the total   income and the profit after tax are Rs. Nil  and Rs.(10,600) respectively. The Equity share capital, Reserve and surplus and the earning per shares are   Rs.10,00,000/-  and  Rs.89,82,000/- and Rs.(0) per share respectively. The return on  net worth and the book value of SCFPL are  Rs.(0.11)%  and Rs 993.46 per share respectively.  The net worth of SCFPL is Rs.99.34 Lacs.

      

 

v)          M/s D. G. Khose & Co., Chartered Accountants (Membership no. 38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri (East) Mumbai 400 059  (telephone No. (022) 2839 0457) have certified vide their certificate dated 12th March, 2005 , that the net worth of the SCFPL is Rs. 99.34 lacs (Rupees Ninety Nine lacs and Thirty Four Thousand Only) as on 12th March 2005.

 

b.                  Lakhani Marketing Private Limited (LMPL)

 

i)            LMPL is a company incorporated on 14th February 1995 under the Companies Act, 1956, having its registered office at 12/D – 1, Esteejeejay Co-op. Society, Sai Baba Nagar, Borivli (W), Mumbai, 400 092.

 

ii)          The promoters and the directors of LMPL are Mr. Manindersingh S. Jolly and Mr. Sushil O. Chichani.

 

iii)        LMPL is presently engaged in the business of making investment in the shares and the securities and trading in the same.

 

iv)        The financial details of LMPL as on 31st March 2004 are as follows: The Authorised Capital is Rs. 1,00,000 divided into 1000 equity shares of Rs. 100 each. The Issued, subscribed and paid up capital is Rs. 2000 divided into 20 equity shares of Rs. 100 each. There are no calls in arrears. The shares of the company are not listed on any Stock Exchange. 

 

v)          There is no operating income for the year ended 31st March, 2004. The Equity share capital is Rs.2000. As per the unaudited results as on 12th March, 2005 of LMPL the Authorised Share capital as well as Issued, Subscribed and Paid-up share capital is Rs.10,00,000  divided into 10,000 equity shares of Rs. 100 each . As on the same date the total  income and the profit after tax are Rs. Nil  and Rs. Nil  respectively. The Equity share capital, Reserve and surplus and the earning per shares are Rs.10,00,000  and  Rs.89,82,000  and Rs. Nil per share respectively. The return on net worth and the book value of LMPL are Rs.  0  % and Rs 992.54 per share respectively.  The net worth of LMPL is Rs.99.25 lacs.

             

 

vi)        M/s D. G. Khose & Co., Chartered Accountants (Membership no.38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri (East) Mumbai 400 059  (telephone No. (022) 2839 0457) have certified vide their certificate dated 12th March, 2005 that the net worth of the LMPL is of Rs. 99.25 lacs (Rupees Ninety Nine Lacs and Twenty Five Thousand only) as on 12th March 2005.

 

c.                   Mr. Manindersingh S. Jolly, aged 40 years, residing at 28, Vallabh Nagar Society, Varacha Road, Surat 395006. Mr. Manindersingh S. Jolly is the science graduate and B. Tech by qualification and has 20 years experience in manufacturing and trading of chemicals. He is presently held the directorship in the following mentioned companies: RRJ Dyes & Intermediates Limited, Prolife Biochemical Industries Private Limited, Goldstar Chemicals Private Limited, Solvochem Intermediates Private Limited and Lakhani Marketing Private Limited. He is presently  a partner of M/s J.S. Chemicals and M/s Solvochem Industries. His net worth as on the date of PA is Rs. 86.51 lakhs.

 

M/s D. G. Khose & Co., Chartered Accountants (Membership no. 38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri (East) Mumbai 400 059  (telephone No. (022) 2839 0457) have certified vide their certificate dated 12th March, 2005 that the net worth of Mr. Manindersingh S. Jolly is of  Rs. 86.51 lacs (Rupees Eighty Six Lacs and Fifty One Thousand Only). as on 31st March 2004.

      

d.                  Mr. Ashok P. Jain, aged 38 years, residing at 9, Rajni Gandha Apartment, Prithvi Cotton Mill Compound, Station Road, Bharuch 392002, Gujarat. Mr. Ashok P. Jain is the commerce graduate by qualification and has 10 years experience in chemicals trading. He is presently held the directorship in the following mentioned companies: RRJ Dyes & Intermediates Limited, Prolife Biochemical Industries Private Limited, Goldstar Chemicals Private Limited, Solvochem Intermediates Private Limited and Surbhi Capital & Finance Private Limited . He is presently  a partner of M/s J.S. Chemicals and M/s Solvochem Industries. His net worth as on the date of PA is Rs. 63.92 Lakhs

 

M/s D. G. Khose & Co., Chartered Accountants (Membership no. 38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri (East) Mumbai 400 059  (telephone No. (022) 2839 0457) have certified vide their certificate dated 12th March, 2005 that the net worth of Mr. Ashok P. Jain is of Rs. 63.92 lacs (Rupees Sixty Three lacs and Ninety Two Thousand Only) as on 31st March 2004.

 

e.                  Relation if any, amongst the Acquirers

 

Mr. Manindersingh S. Jolly is the Director in LMPL and Mr. Ashok Jain is the director in SCFPL.  

 

4.     Information of the Target Company - (Tripex Overseas Limited)

 

a.                   Tripex Overseas Limited is a Public Limited Company having its Registered Office at 285, Mazanine Floor, New Cloth Market, Ahmedabad, 380 002, Gujarat.

 

b.                  The Company was originally incorporated on 8th September 1995 and received the certificate of commencement of business on 12th September 1995.  The company had been promoted by Mr. Saurin N. Shah, Mr. Jayesh A. Mehta and Mrs. Chaula S. Shah. The present Directors of the Company are Mr. Saurin N. Shah, Mr. Jayesh A. Mehta, Mr. Pawankumar Agrawal, Mr. Sanjay Patel, Mr. Mahendra Chuhan and Mr. Ashok Jain .    

 

c.                   The Authorised Share Capital of the Company as on the date of PA is Rs. 5,50,00,000 divided in to 55,00,000 equity shares of Rs. 10/- each . The issued and subscribed share capital is Rs. 5,10,00,000/- and paid-up share capital is Rs. 5,09,43,000/- comprising 50,90,400 fully paid-up equity shares of Rs. 10/- each and 9600 partly paid up equity shares of Rs. 10/- each. There are calls in arrears amounting to Rs. 57,000/- in respect of 9600 Equity shares. The Equity Shares of the Company are listed on The Stock Exchange, Mumbai (BSE) and the Stock Exchange, Ahmedabad (ASE).

 

d.                  As per provisions of the Article 104(a) of the Articles of Association of the Target Company, the partly paid equity shareholders do not carry any voting right.

 

e.                   The Target Company is engaged in the business of trading in yarns, fabrics and dyes.

 

f.                    The total income of the Company for the year ended 31st March 2004 was Rs. 202.93 lacs and net profit of Rs.0.986  lacs. The net worth of the Company was Rs.487.66 Lacs as on 31st March 2004. The book value per share as on 31st March 2004 was 9.56. The earning per share is Rs. 0.019 and return on net worth being 0.20%. As per the un audited statements, the total income of the Company for the nine months ended on 31st December 2004 was Rs. 309.66 lacs and net profit of Rs.15.05 lacs. The net worth of the Company was Rs. 502.70 Lacs as on 31st December 2004. (Source: Published unaudited results of TOL)

 

 

5.    Reason for Acquisition, Offer and Future Plans about Target Company.

 

  1. This Offer is being made pursuant to provisions of Regulation 10, 11(1) and 12 and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “Regulations”) and subsequent amendments thereto to the Public Shareholders for the purpose of acquisition of 20% of the total equity capital and 20.02% of the voting capital of the Company. After the proposed offer and transfer of shares so acquired under para 1 (b) above, the Acquirers  will achieve substantial acquisition of shares and voting rights accompanied with change in control and management of the Target Company.

 

  1. The Acquirers have entered into SPA on 21st  March, 2005 and acquired on Spot Delivery basis 10,00,300  (Ten Lacs and Three Hundred only) fully paid-up equity shares representing 19.61% of the total paid-up equity share capital and 19.63% of the total voting equity share capital of TOL from the Promoter Sellers. After the said transaction the total holding of the Acquirers in the TOL is amounting to 19.63% of the total voting equity share capital of TOL and that resulted in triggering the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

 

  1. The Acquirers by virtue of their managerial and administrative expertise intend to enter in to trading activities in yarn and clothes in large scale by taking management control through acquisition of shares of Target Company.

 

  1. The Acquirers do not have any intention to dispose of or otherwise encumber any assets of the Company 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 of the Company.

 

6.      Statutory Approvals

 

a.       No approval from any Bank/ Financial Institution is required for the purpose of this Offer, to the best of the knowledge of the Acquirers.

 

b.      No statutory approvals are required to the best of the knowledge of the Acquirers to acquire the shares that may be tendered pursuant to the Offer. 

 

c.       If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals.

 

d.      Subject to the receipt of statutory approval, the Acquirers shall complete all procedure relating to the Offer including payment of consideration within a period of 15 days from the Offer Closing Date to those shareholders whose share certificates and / or other documents are found valid and in order and are approved for acquisition by the Acquirers. In case of delay in receipt of any statutory approval, if any, SEBI has power to grant extension of time to the Acquirers for the payment of the consideration to the shareholders subject to the Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to  willful default of the Acquirers in obtaining the requisites approval, if any, Regulation 22(13) will become applicable.

 

7.      Delisting option to the Acquirers

 

The Public Shareholding shall not reduce to a level below the limit specified in the Listing Agreement with the stock exchanges for the purpose of listing on continuous basis as a consequences of the Offer. Hence the provision of Regulation No. 21(3) do not apply.

 

 

8.      Financial Arrangements

 

a.         Acquirers have adequate and firm financial arrangements in terms of Regulation 16(xiv) out of their business income, investments, personal savings and other assets  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.

 

  1. The maximum purchase consideration payable by Acquirers in case of full acceptance of offer i.e. 10,20,000 fully equity shares is Rs. 10/- at a price of Rs.10/- per equity share (the "Offer Price") payable in cash subject to the terms and conditions mentioned hereinafter.

 

  1. The Acquirers have created an Escrow Account in the form of Fixed Deposit of Rs.25,50,000/- (being 25 % of the consideration payable) with HDFC Bank Ltd., Goregoan (West) Branch, Mumbai, 400062.

 

  1. The  Manager to the Offer has been duly authorized by the Acquirers vide his letter dated 21st March, 2005 to realize the value of escrow account in terms of the Regulation.

 

  1. M/s D.G. Khose & Co., Chartered Accountants (Membership No. 38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri (East), Mumbai 400 059,  (Tel No. (022)2839 0457) have certified vide their certificate dated  12th March, 2005 that sufficient resources are available with the Acquirers to fulfill its obligations under the Offer.

 

  1. Manager to the Offer is satisfied that firm arrangement through verifiable means are in place and the Acquirers have adequate financial resources to meet the obligation under the offer.

 

 

9.      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 the Company (except to the Acquirers) whose names appear on the Register of Members of the Company and  to the beneficial owners of the shares of the Company whose name appear on the beneficial records of the respective depository at the close of the business on 31st March, 2005 (“Specified Date”)

 

  1. Intime Spectrum Registry Limited having their office at  C-13, Pannalal Silk Mill Compound, LBS Marg, Bhandup, Mumbai – 400 078 is acting as the Registrar to the Offer (“Registrar”) and they will be opening a Special Depositary Account under the name and style of “Intime Spectrum Registry Ltd.–Tripex Overseas Ltd.-Escrow Demat A/c” with HDFC Bank Ltd., Kamala Mill Compound Branch, Senapati Bapat Marg, Lower Parel , Mumbai, 400 013 (Tele No. (022)24910492) who is acting as Depository Participant and registered with NSDL. Relevant details viz, DP ID, Client ID, etc. will be disclosed in the Letter of Offer to be mailed to the shareholders of the Company.

 

  1. Beneficial Owners  and shareholders holding shares in dematerialized form, will be required to send their Form of Acceptance Cum Acknowledgement to the Registrar to the offer either by hand delivery during normal business hours or by registered post on or before the close of the Offer i.e. Tuesday 7th June, 2005, along with photocopy of the delivery instructions in “Off Market” mode or counter foil of the delivery instruction in “Off Market” mode, duly acknowledged by the Depository Participant (“DP”) in  favour of “Intime Spectrum Registry Ltd.– Tripex Overseas Ltd. – Escrow Demat  A/c” .

 

  1. In addition to the above-mentioned address, the equity shareholders of the Target Company who wish to avail of and accept the offer can also deliver the Acceptance Cum Acknowledgment Form along with all the relevant documents at any of the collection centers below in accordance with the procedure as set out in the Letter of Offer.  All the centers mentioned herein below would be open as follows:

 

Address

Contact Persons

Mode of Delivery

Phone No.

Fax

E-mail ID

211, Sudarshan Complex, Nr, Mithakhali under Bridge, Navarangpura, Ahmedabad 380 009

Mr. Hitesh Patel

Hand Delivery

079- 26465179

079- 26465179

ahmedabad@intimespectrum.com

203, Dower House, 197/199, D.N. Road,

Mumbai 400 001

Vivek Limaye

Hand Delivery

022 – 22694127

022 – 25672693

vivek@intimespectrum.com

    

  1. Shareholders having their depository account in CDSL have to use inter depository delivery instruction slip for the purpose of crediting their shares in favour of the Special Depository Account with NSDL.  

 

  1. Shareholders holding their shares in physical form and who wish to tender their fully paid 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 at the address given above, either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding  Saturday, Sunday and Bank Holidays) or by Registered Post on or before the close of the offer i.e. Tuesday 7th June, 2005 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement in an envelope subscribing the same with “Tripex Overseas Limited – Offer For Acquisition Of Shares”.

 

  1. All owners of fully paid-up equity shares, registered or unregistered and the beneficial owners of the shares (except the Acquirers) 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 Registrar to the Offer on or before Tuesday 7th June, 2005. 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.

 

  1. In case of non-receipt of Letter Of Offer, eligible person may send their acceptance to the Registrar to the Offer on a plain paper stating the name, address, no. Shares held, distinctive no., folio no., no. of shares offered, along with documents as mentioned above, so as to reach to the Registrar to the Offer at the above address on or before the close of the Offer i.e. Tuesday 7th June, 2005 .

 

  1. In case on non-receipt of Letter of offer, the eligible person may obtain the copy of the same from the Registrar to the Offer by providing suitable documentary evidence to that effect. Such shareholders may also down load the Form of Acceptance Cum Acknowledgement from the website of SEBI i.e. http://https://www.sebi.gov.in/  which will be made available from the opening of the Offer.      

 

  1. The Registrar 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.

 

  1. 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. Shareholders whose shares are held in dematerialized form to the extent not accepted will be intimated by post for the non acceptance.

 

  1. 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.

 

  1. Shareholders who have sent their shares for demat need to ensure that the process of getting shares dematerialized is completed well in time so that the credit in the Escrow Account should be received on or before the date of closure of the Offer i.e. Tuesday 7th June, 2005  else the application would be rejected.

 

  1. In case the shares tendered in the open offer are more than the shares agreed to be acquired by the Acquirers, the Acquirers shall accept all valid application received from the shareholders on a proportional basis, in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and dose not result in non-marketable lots.

 

  1. Acquirers is confident of completing all the formalities pertaining to the acquisition of the said shares, within 15 days from the date of closure of this Offer including payment of consideration to the shareholders who have accepted the Offer and for the purpose open a Special account as provided under Regulation 29.

Provided that where the Acquirers is unable to make payment to the shareholders who have accepted the offer before the said period of 15 days due to non-receipt of requisite statutory approval, if any, the SEBI may, if satisfied that non-receipt of requisites statutory approval was not due to any willful default or neglect of the Acquirers or the failure of the Acquirers to diligently pursue the application for such approval, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the Shareholders for delay beyond 30 days, as may be specified by the SEBI from time to time.

 

 

  1. In accordance with Regulation 22(5)(A) of the Regulations, shareholders who have tendered requisite documents in terms of Public Announcement and Letter of Offer shall have option to withdraw acceptance tendered upto 3 working days prior to the offer closing date. The withdrawal option can be exercised by submitting the form of withdrawal (separately enclosed with the Letter of Offer) and the copy of acknowledgment received from the Registrar to the Offer while tendering the acceptance together with following details

 

¨        In case of physical share: name, address, distinctive no. folio no., no. of shares tendered / withdrawn

¨        In case of dematerialized shares: name, address, no. shares tendered / withdrawn, DP name, DP ID, Beneficiary Account No., photo copy for delivery instruction in “Off Market” mode or counter foil of the delivery instruction in “Off Market” mode, duly acknowledged by the DP in favour of the depository escrow account.

In case of non-receipt of form of withdrawal, the withdrawal can be exercised by making an application on the plain paper along with the details mentioned above. 

 

10.      Schedule of Activities pertaining to the Offer: 

 

    ACTIVITY

DAY & DATE

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

Thursday, 31 March, 2005

Last date for Competitive Bid

Thursday, 14th April, 2005

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

Monday, 2nd May, 2005

Date of Opening of the Offer

Wednesday 18th May, 2005

Last date for revising the offer price / Number of shares

Monday 30th May, 2005

Last date up to which shareholders may withdraw

Friday 3rd June, 2005

Date of Closure of the Offer                 

Tuesday 7th June, 2005

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.                                                                        

Wednesday 22nd June, 2005

 

11.         General  Conditions

  

  1. 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 i.e.Tuesday 7th June, 2005 by filling the withdrawal form attached herewith. The withdrawal form is also available in the SEBI website (https://www.sebi.gov.in/)     
  2. The Acquirers can revise the price upwards upto 7 working days prior to the date of closure of the offer i.e Tuesday 7th June, 2005  , and revision, if any, in the offer price would appear in the Financial Express (English) – All Editions, the Financial Express (Gujarati), in Ahmedabad Editions and Jansatta (Hindi), in all edition and same price would be paid to all shareholders who tender their shares in the offer.
  3. Pursuant to Regulation 13 of the Regulations, The Acquirers have 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.
  4. If there is competitive bids:

(i)              The public offer under all the subsisting bids shall close on the same date.

(ii)            As the offer price cannot be revised during 7 working days prior to the closing date of the offers/ bids, it would be therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender acceptance accordingly.

  1. The Acquirers and the Company are not prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of SEBI Act.
  2. The Acquirers accepts full responsibility for the information contained in this Announcement and also for the obligations of the Acquirers as laid down in SEBI Takeover Regulations and subsequent amendments made thereto.
  3. 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 would also available on SEBI's website at https://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 from the said website from the offer opening Date i.e. Wednesday 18th May, 2005 and apply in the same.

                                  Issued by:

                           Manager To The Offer

Vivro Financial Services Pvt. Ltd.

Contact: Mr. Jayesh Vithlani,

Company Secretary

“Vivro House”, 11, Shashi Colony,

Nr. Suvidha Shopping Centre, Paldi,

Ahmedabad – 380 007.

Tel.: (079) 26575666, 26575183     

Fax: (079) 26575441

Email: ahmedabad@vivro.net

 

            Registrar to the Offer

 

Intime Spectrum Registry Limited

Contact: Mr. Nikunj Dafftary

C-13, Pannalal Silk Mill Compound, LBS Marg, Bhandup,

Mumbai – 400 078

Tel No.:(022)-55555454

Fax No. (022) 55555353

E-mail:nikunj@intimespectrum.com

 

 

 

(Manindersingh S. Jolly)

For and On behalf of the Acquirers                                                                                      Date: 23rd  March 2005 

                                                                                                Place: Ahmedabad

Surbhi Capital and Finance Private Limited

 

Lakhani Marketing Private Limited

 

Mr. Manindersingh S. Jolly

 

Mr. Ashok P. Jain