PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF
DEVARSA GAS-CHEM LIMITED
Registered Office: 16A/34, Samhita Complex, Behind Crown Process, Off-Saki Kurla Road, Andheri (East), Mumbai – 400 072, Maharashtra, India.
This Public Announcement has been issued by the Manager to the Offer i.e., Chartered Capital & Investment Limited, on behalf of the Acquirers, Mr Nitin Khara, Mr. Nalin Khara, Mr. Elesh Khara and Mrs. Rasila Khara, pursuant to Regulation 10 and Regulation 12 as required under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “SEBI (SAST) Regulations, 1997”) and subsequent amendments thereto.
1. The Offer
1.1 Mr. Nitin Khara, Mr. Nalin Khara, Mr. Elesh Khara and Mrs. Rasila Khara, (hereinafter referred to as “The Acquirers”) are making an Open Offer pursuant to Regulation 10 and Regulation 12 and in compliance with the SEBI (SAST) Regulations, 1997. M/s NNV Finance Limited is the Persons Acting in Concert (hereinafter referred to as “PAC”) with the Acquirers for the purpose of this Offer.
1.2 The Acquirers have entered into a Share Purchase Agreement (Acquisition Agreement/ Agreement) with Mr Ashok Jain and others (hereinafter referred to as “Vendors”) on September 23, 2003, to acquire 6,64,350 fully paid up shares/ voting rights and management control of DEVARSA GAS-CHEM LIMITED, having its Registered Office at 16A/34, Samhita Complex, Behind Crown Process, Off-Saki Kurla Road, Andheri (East), Mumbai – 400 072, Maharashtra, India (hereinafter referred to as “Target Company” or “DGCL”) representing 12.65% of the total issued, subscribed and paid-up equity and voting share capital of DGCL, at a price of Rs. 1.50 (Rupee One & Paise Fifty Only) per equity share (Negotiated Price) payable in cash. The Vendors belong to the promoter group of the Target Company.
1.3 The Acquirers intend to make an Open Offer in terms of the SEBI (SAST) Regulations, 1997 to the shareholders of DGCL (other than those mentioned in para 1.2 above), whose names appear on the register of members on Specified Date i.e., October 17,2003 to acquire from them 10,50,000 equity shares at a Offer Price of Rs 1.50 (Rupees One & Paise Fifty only) per share (herein after referred as “Offer Price”) being 20% of the issued and paid up equity share and voting capital of the Target Company.
1.4 Equity shares of DGCL are listed on The Stock Exchange, Mumbai; Jaipur Stock Exchange Limited and the Ahmedabad Stock Exchange Association Limited. The shares are infrequently traded as per the data available with The Stock Exchange, Mumbai (Source: http://www.bseindia.com/), and no data is available from the Ahmedabad Stock Exchange Association Limited and the Jaipur Stock Exchange Limited. The Offer Price of Rs. 1.50 per fully paid up equity share has been arrived at as per the Regulation 20 of SEBI (SAST) Regulations, 1997, taking into account the Negotiated Price of Rs 1.50 (Rupees One & Paise Fifty only) per share and other parameters based on the last three years audited results published by the company as on March 31st 2001, March 31st 2002 and March 31st 2003, such as book value of Rs. 1.32, Rs. -0.77 and Rs.-1.07, EPS of Rs. -2.41, Rs. -2.10 and Rs. –0.28 and return on net worth is indeterminable for the last three years respectively.
1.5 The Acquirers have not purchased any shares of the Target Company during the 12 month period prior to the date of Public Announcement. However the PAC, M/s NNV Finance Limited has acquired 7,35,000 shares, which represent 14.00 % of the total paid up capital / voting power of the company during the Twelve Month period prior to the date of Public Announcement at a price of Rs. 1.50 per share from Off-Market Deal.
1.6 As on the date of Public Announcement, the Acquirers do not hold any shares of the Target Company other than those as mentioned in para 1.5 above
1.7 In terms of the agreement dated September 23, 2003, between the Aquirers, Mr. Nitin Khara, Mr. Nalin Khara, Mr. Elesh Khara and Mrs. Rasila Khara, any shares of the Target Company acquired as per any agreement(s) or through any public offer(s) consequent to any agreement(s), the mutual ratio of acquisition would be equal, (i.e., for every 100 shares acquired jointly, each of them would hold 25 shares).
1.8 The Offer is not subject to any minimum level of acceptance from the shareholders i.e. it is not a Conditional Offer.
2 Information about the Acquirers AND THE Person acting in concerT
2.1 The Open Offer is being made by Mr. Nitin Khara, Mr. Nalin Khara, Mr. Elesh Khara and Mrs. Rasila Khara. Mr Nitin Khara, aged 42years; Mr Elesh Khara, aged 38years and Mrs Rasila Khara, aged 65 years reside at 34-A Farm Land, Ramdaspeth, Nagpur, Maharashtra and Mr Nalin Khara, aged 42 years, resides at 3-5-170/D, Narayanguda Water Tank, Near Shanti Theatre, Narayanguda, Hyderabad, Andhra Pradesh. Mr Nitin Khara, Mr Nalin Khara and Mr Elesh Khara are related as brothers and they are sons of Mrs Rasila Khara.
2.2 The PAC, M/s NNV Finance Limited is a company incorporated with the Registrar of Companies, Andhra Pradesh, on March 25, 1996 as a Limited company and got its business commencement certificate from the Registrar of Companies vide certificate dated April 9, 1996. NNV Finance has its Registered Office at 401, Mahavir House, Basheer Bagh, Hyderabad, Andhra Pradesh. The Sales/Income and Net Profit of the company for the year ended March 31st 2003, March 31st 2002 and March 31st 2001 stood as Rs. 4,85,000/-, Rs. 4,72,419/-, Rs. 7,56,950/- and Rs. 76,044/-, Rs. 64,254/-, Rs. 1,27,243/- respectively and the Book Value; EPS and return on networth for the same financial years stood at Rs.10.55, Rs.9.75, Rs.9.09 and Rs.0.76, Rs.0.64, Rs.1.27 and 7.21%, 6.57%, 1.39% respectively
2.3 Mr Pranshu Karan, Chartered Accountant, having his address at GSS-004, Annudeo Apartments, Nehru Colony, Katol Road, Nagpur –13 (membership No.111612) has certified vide certificate dated September 24, 2003 that the networth of Mr. Nitin Khara, as on March 31, 2003 is Rs 118.58 lacs and that he has sufficient means to fulfil the obligations under the Offer and has also certified vide certificate dated September 24, 2003 that the networth of Nalin Khara, as on March 31, 2003 is Rs. 105.43 lacs and that he has sufficient means to fulfil his obligations under the Offer and has also certified vide certificate dated September 24, 2003 that the networth of Mr. Elesh Khara as on March 31, 2003 is Rs. 108.67 lacs and that he has sufficient means to fulfil his obligations under the Offer and has also certified vide certificate dated September 24, 2003 that the networth of Mrs. Rasila Khara as on March 31, 2003 is Rs. 164.23 lacs and that she has sufficient means to fulfil her obligations under the Offer.
2.4 M/s NNV Finance Limited is Person Acting in Concert with the Acquirers.
2.5 Mr Nitin Khara, aged 42 years, resident of Nagpur is a commerce graduate. He has a business experience of 21 years. He started his career in 1982 by putting up a steel utensils and domestic appliances trading shop at Nagpur. He was also engaged in LPG distribution business. In the year 1997 and 1999 under his leadership the Khara group acquired two sick cylinder manufacturing units. They also acquired three more cylinder manufacturing units – M/s Gujarat Cylinders Pvt. Ltd., Maharashtra Cylinders Pvt. Ltd and Envy Cylinders Pvt. Ltd. In the year 1998, he established Gas Point Petroleum India Ltd. which is engaged in bottling and parallel marketing of domestic and commercial LPG gas.
Mr. Nalin Khara, aged 42 years, resident of Hyderabad is a commerce graduate and has rich experience of running industrial units. He started his career along with his brother Shri Nitin Khara in 1982. After take over of the sick unit at Hyderabad by the Khara Group, Mr Nalin Khara looked after the day to day management of the unit. In a short span of two years, the unit was turned around. Thereafter, the Group took over Envy Cylinders Pvt. Ltd. in the year 1998 and Karnool Cylinders Pvt. Ltd. in 1999. In short span of three years the capacity of the same was doubled. At present he is looking after the operations of the group in South India.
Mr. Elesh Khara, aged 38 years, resident of Nagpur is a commerce graduate. He joined his brothers’ business of steel utensils and domestic appliances and in a short span became the largest distributor of Hot Plates in Vidharbha. On taking over the cylinder manufacturing unit of Maharashtra Cylinders Pvt. Ltd. by the Group, Mr Elesh Khara was assigned to look after the day to day activities of the company. Under his leadership the unit performed very well and he has also expanded by setting up a new cylinder manufacturing unit at Saoner.
Mrs. Rasila Ben Khara, aged 65 years is a housewife and the mother of Mr Nalin Khara, Mr. Nitin Khara and Mr. Elesh Khara.
3 Information about the Target Company
3.1 DGCL is a public limited company, incorporated on July 21, 1994 with the Registrar of Companies, Maharashtra, as a private limited company and got changed to a limited company vide its Certificate of change of name on October 28, 1994. The Company has its Registered Office at 16A/34, Samhita Complex, Behind Crown Process, Off-Saki Kurla Road, Andheri (East), Mumbai – 400 072, Maharashtra, India.
3.2 The authorised share capital of DGCL as on March 31, 2003 is Rs 600.00 lac, comprising of 60,00,000 shares of Rs 10/- (Rupees Ten Only) each. The issued, subscribed and paid up share capital as on March 31, 2003 stood at Rs 525.00 lac comprising of 52,50,000 shares of Rs 10/- (Rupees ten each). There are no partly paid up shares in DGCL.
3.3 The company has been referred to the BIFR since the networth of the Company turned negative.
3.4 DGCL has been engaged in bottling and marketing of LPG.
3.5 The equity shares of DGCL are listed on the Stock Exchanges of Mumbai, Ahmedabad and Jaipur and are in the B2 group at The Stock Exchange, Mumbai. Based on the information available on BSE official website (www.bseindia.com), the equity shares of DGCL are infrequently traded and no official data is available on the Stock Exchanges of Ahmedbad and Jaipur. The traded price of DGCL’s share on The Stock Exchange, Mumbai is Rs. 2.39 on September 23, 2003 and the volume is 2 Shares and Rs. 1.65 on Septemeber 26, 2003 and the volume is 200 shares.
3.6 For the year ended March 31, 2003, March 31, 2002 and March 31, 2001, the total sales / income of DGCL stood at Rs. 74.64 Lacs, Rs. 103.64 Lacs and Rs 208.59 Lacs and the net loss was Rs. 14.90 Lacs, Rs. 110.00 Lacs and Rs. 126.51 Lacs respectively. The book value, EPS and return on net-worth are Rs –1.07, Rs. –0.28, indeterminable for the year ended March 31 , 2003; Rs. –0.77, Rs. –2.10, indeterminable for the year ended March 31, 2002 and Rs. 1.32, Rs. –2.41, indeterminable for the year ended March 31, 2001.
4 Reason for the Offer
4.1 The Offer to the Public shareholders of DGCL is for the purpose of acquiring 20% the equity shares. After the proposed Offer and implementation of the agreement for purchase of shares and shares held by PAC’s, the Acquirer will achieve substantial acquisition of shares and voting rights to the extend of 46.65% accompanied with effective management control over the Target Company.
4.2 The object and the purpose of the Acquirers are to expand the business operations of DGCL. The Acquirers are quite experienced in the field of LPG bottling on a much larger scale, and also have other companies in similar line of activities. Hence, after the acquisition the acquirers intend to improve the operational performance of the company by understanding such new activities on a larger scale. However, depending on the requirements and expediency of the business situation and subject to the provisions of the Companies Act, 1956, Articles of Association of DGCL and all applicable laws, rules and regulations, the Board of Directors of DGCL will take appropriate business decisions from time to time in order to improve the performance of the Target Company. The Acquirers may make changes in the management and Board of Directors of the Target Company. The Acquirers may also change the name of the Target Company after completion of the Offer.
4.3 The Acquirers at present have no intention to sell, dispose of or otherwise encumber any significant assets of DGCL in the succeeding two years, except in the ordinary course of business of DGCL. DGCL’s future policy for disposal of its assets, if any, will be decided by it’s Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders at a General Body Meeting of DGCL.
5 Statutory Approvals / other approvals required for the Offer
5.1 Approval from BIFR for transferring the Management control of the company and transfer of shares may be required.
5.2 Approval for transfer of shares of a company registered in India by a Non Resident to a person resident in India is required. The Acquirers shall apply for approval from RBI for transfer of shares in their name in due course after successful completion of this Offer.
5.3 No approval from any bank or financial institutions is required for the purpose of this Offer, to the best of the knowledge of the Acquirers.
5.4 As on the date of Public Announcement, to the best of the Acquirers’ knowledge, no other statutory approvals are required to be obtained for the purpose of this Offer.
5.5 In case of delay in receipt of any statutory approval, Regulation 22(12) of SEBI (SAST) Regulations, 1997, will be adhered to, i.e. SEBI has power to grant extension of time to the Acquirers for payment of consideration to the shareholders subject to Acquirers agreeing to pay interest as directed by SEBI. Further in case the delay occurs on account of wilful default by the Acquirers in obtaining the approvals, Regulation 22 (13) of SEBI (SAST) Regulations, 1997, will also become applicable.
6 Delisting Option to the Acquirers
Pursuant to this Offer the public shareholding will not be reduced to 10% or less of the voting capital of DGCL and therefore the provisions of Regulation 21(3) of the SEBI (SAST) Regulations do not apply.
7 Financial Arrangements
7.1 The Acquirers have adequate resources to meet the financial requirements of the Offer. The Acquirers have made firm arrangement for the resources required to complete the Offer in accordance with the SEBI (SAST) Regulations, 1997. The acquisition will be financed through internal / personal resources and no borrowings from banks / FIs etc., is being made.
7.2 Assuming full acceptance, the total requirement of funds for the Offer would be Rs. 15,75,000/- (Rupees fifteen lac and seventy five thousand only). The Acquirers have already made firm arrangements for the financial resources required to implement the Offer in full. As per Regulation 28, Acquirers have opened an Escrow Account with Global Trust Bank, Thakur Complex Branch, Mumbai, and have deposited Rs 400,000-(Rs four lac only), being more than 25% of the amount required for the Open Offer.
7.3 The Acquirers have duly empowered M/s Chartered Capital & Investment Limited, Manager to the Offer, to realise the value of the Escrow Account in terms of the SEBI (SAST) Regulations, 1997.
7.4 The Manager to the Offer, M/s Chartered Capital & Investment Limited, hereby confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfil the Offer obligations.
8 Other Terms of the Offer
8.1 Letters of Offer (hereinafter referred to as "LOO") will be despatched to all the equity shareholders of DGCL, whose names appear in its Register of Members on October 17, 2003, being the Specified Date, except the Acquirers and parties to the Agreements.
8.2 The Registrar to the Offer, M/s Bigshare Services Pvt Ltd. has opened a special depository account with National Securities Depository Limited.
8.3 All shareholders of the Target Company, except for the Acquirers and parties to the Agreements, who own the shares any time before the Closure of the Open Offer, are eligible to participate in the Offer.
8.4 Beneficial owners and shareholders holding shares in the physical form, will be required to send their share certificates, Form of Acceptance cum Acknowledgement and other documents as may be specified in the LOO, to the Registrar to the Offer either by Registered Post / Courier or by hand delivery on Mondays to Fridays between 10.30 AM and 5.00 PM and on Saturdays between 10.30 AM and 1.30 PM, on or before the date of Closure of the Offer, i.e. December 26, 2003
8.5 Beneficial owners and shareholders holding shares in the dematerialised form, will be required to send their Form of Acceptance cum Acknowledgement and other documents as may be specified in the LOO to the Registrar to the Offer either by Registered Post / Courier or by hand delivery on Mondays to Fridays between 10.30 AM and 5.00 PM and on Saturdays between 10.30 AM and 1.30 PM, on or before the date of Closure of the Offer, i.e., December 26, 2003, along with a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instructions in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”), in favour of “Bigshare Services Pvt. Ltd.-Escrow Account - Deversa Gas-Chem Limited” (“Depository Escrow Account”) filled in as per the instructions given below:
DP Name : IDBI Bank Ltd.
Client ID Number : 11465983
DP ID Number : IN-300450
Depository : National Securities Depository Limited- (“NSDL”)
Shareholders having their beneficiary account in Central Depository Services India Limited (“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.
8.6 In case of (a) shareholders who have not received the LOO, (b) unregistered shareholders and (c) owner of the shares who have sent the shares to the company for transfer, may send their consent to the Registrar to the Offer on plain paper, stating the name, addresses, number of shares held, distinctive numbers, folio numbers, number of shares offered along with the documents to prove their title to such shares such as broker note, succession certificate, original share certificate / original letter of allotment and valid share transfer deeds (one per folio), duly signed by all the shareholders (in case of joint holdings in the same order as per the specimen signatures lodged with DGCL), and witnessed (if possible) by the Notary Public or a Bank Manager or the Member of the stock exchange with membership number, as the case may be, so as to reach the Registrar to the Offer on or before 5.00 PM upto the date of Closure of the Offer i.e. December 26, 2003. Such shareholders can also obtain the LOO from the Registrar to the Offer by giving an application in writing.
8.7 In case of shareholders who have not received the LOO and holding shares in the dematerialised form may send their consent to the Registrar to the Offer on plain paper, stating the name, addresses, number of shares held, Depository name, Depository I.D., Client name , Client I.D., number of shares offered along with a photocopy of the original delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the Depository Participant as specified in para 8.5 above, so as to reach the Registrar to the Offer on or before 5.00 PM upto the date of Closure of the Offer i.e. December 26, 2003. Such shareholders can also obtain the LOO from the Registrar to the Offer by giving an application in writing.
8.8 The following collection centres would be accepting the documents as specified above, both in case of shares in physical and dematerialised form.
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Name & Address
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BIGSHARE SERVICES PVT. LTD.
E-2, Ansa Industrial Estate, Sakivihar Road,
Saki Naka, Andheri (E) Mumbai – 400 072.
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Contact Person
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Mr Satish H.K.
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Phone Nos.
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022- 2856 0652/ 53, 56936291
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Fax No
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022--2852 5207
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E-mail
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bigshare@bom7.vsnl.net.in
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8.9 Shareholders who have sent their shares for dematerialisation need to ensure that the process of getting shares dematerialised is completed well in time so that the credit in the Depository Escrow Account should be received on or before 5.00 PM upto the date of Closure of the Offer, i.e. December 26, 2003, else the application would be rejected.
8.10 In terms of Regulation 22 (5A), shareholders shall have the option to withdraw acceptance tendered earlier, by submitting the Form of Withdrawal enclosed with the LOO, so as to reach Registrars to the Offer upto three working days prior to the date of Closure of the Offer, i.e. December 22, 2003. The withdrawal can also be exercised by submitting an application on a plain paper, alongwith the details such as name, address, distinctive nos., folio no., number of equity shares tendered, etc.
8.11 The Letter of Offer alongwith the Form of Acceptance cum acknowledgement/ withdrawal would also be available at SEBI’s website, http://www.sebi.com./, and shareholders can also apply by downloading such forms from the website.
8.12 No indemnity is needed from unregistered shareholders.
8.13 Applications in respect of shares that are the 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.
9 PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
9.1 Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired by Acquirers, the Acquirers will accept the offers received from the share holders on a proportionate 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 does not result in non-marketable lots, provided that acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than the marketable lot. The marketable lot of DGCL is 1{one}.
9.2 Shareholders who have offered their shares would be informed about acceptance or rejecting of the Offer within 30 days from the date of Closure of the Offer. The payment to the shareholders whose shares have been accepted, and will be paid by cheque / demand draft / pay order crossed ‘Account Payee’ only in favour of the first holder of equity shares (and sent by registered post) within 30 days from the date of Closure of the Offer. For shares which are tendered in electronic form, the bank account as obtained from the beneficiary position provided by the Depository will be considered and the payment will be issued with the said bank particulars. In case of acceptance on a proportionate basis, the 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. Shares held in dematerialised form to the extent not accepted will be credited back to the beneficial owner’s depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement and the intimation of the same will be send to the shareholders.
9.3 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 DGCL who have accepted the Offer, until the cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched / returned.
10 Time Schedule of the Offer
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Activity
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Day and Date
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Specified date (for the purpose of determining the names of shareholders to whom Letter of Offer would be send)
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Friday, October 17, 2003
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Letter of Offer to be posted to the Shareholders
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Monday, November 10, 2003
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Date of Opening the Offer
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Thursday, November 27, 2003
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Last date for withdrawal of acceptance form
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Monday, December 22, 2003
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Date of Closing the Offer
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Friday, December 26, 2003
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Last date for a competitive bid
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Monday, October 20, 2003
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Last date for revising the Offer Price / number of shares
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Tuesday, December 16, 2003
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Date of communicating rejections / acceptance and payment of consideration for the applications accepted.
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Saturday, January 24, 2004
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11 General Conditions
11.1 If there is any upward revision in the Offer Price (in terms of Regulation 26) by the Acquirers till the last day of revision, viz., at any time upto seven working days prior to the date of Closure of the Offer or withdrawal of the Offer, the same would be informed by way of Public Announcement in the same newspapers where original Public Announcement had appeared. Such revised Offer would be payable for all the sucessful shares tendered anytime during the Offer.
11.2 In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their acceptances tendered in the Offer can do so up to three working days prior to the date of Closure of the Offer i.e. Monday, December 22, 2003 The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed in the Letter of Offer. The shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at the collection centre mentioned in the Letter of Offer or above as per the mode of delivery indicated therein on or before the last date of withdrawal i.e. Monday, December 22, 2003
11.2.1 The withdrawal option can be exercised by submitting the Form of Withdrawal enclosing with it Copy of the Form of Acceptance-cum-Acknowledgement / Plain paper application submitted and the Acknowledgement slip. In case of non receipt of Form of Withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:
11.2.1.1 In case of physical shares: name, address, distinctive numbers, folio number, share certificate number, number of shares tendered, date of tendering the shares
11.2.1.2 In case of dematerialised shares: name, address, number of shares tendered, DP name, DP ID, date of tendering the shares, beneficiary account number and a photocopy of the delivery instructions in “off market” mode or counterfoil of the of the delivery instruction in “off market” mode, duly acknowledged by the DP, in favour of the of “Bigshare Services Pvt. Ltd.-Escrow Account - Deversa Gas-Chem Limited”.
11.2.2 The withdrawal of Shares will be available only for the Share certificates / Shares that have been received by the Registrar to the Offer or credited to the Special Depository Escrow Account.
11.2.3 The intimation of returned shares to the Shareholders will be sent at the address as per the records of DGCL / Depository as the case may be.
11.3 “ If there is competitive bid :
11.3.1 The public offers under all the subsisting bids shall close on the same date.
11.3.2 As the offer price can not be revised during 7 working days prior to the closing date of the offers / bids, it would, 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 their acceptance accordingly”
11.4 None of the Acquirers hold any shares of the Target Company as on the date of this Public Announcement other than those mentioned in para 1.5 above.
11.5 Based on the information available from the Acquirers, the Acquirers, PAC, Sellers and the Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued U/s 11B of SEBI Act, 1992.
11.6 The Pubic Announcement would also be available at SEBI’s website, http://www.sebi.com./.
11.7 Pursuant to the Regulation 13 of SEBI (SAST) Regulations, 1997, the Acquirers have appointed M/s Chartered Capital & Investment Limited as Manager to the Offer and M/s Bigshare Services Pvt. Ltd. as Registrar to the Offer.
11.8 This Public Announcement is being issued on behalf of the Acquirers by the Manager to the Offer, M/s Chartered Capital & Investment Limited.
11.9 The Acquirers, Mr. Nitin Khara, Mr. Nalin Khara, Mr. Elesh Khara and Mrs. Rasila Khara and PAC M/s NNV Finance Limited accept full responsibility for the information contained in this Public Announcement (except for the information regarding the Target Company which has been compiled from the publicly available information) and also for the obligations of the Acquirers as laid down in the SEBI (SAST) Regulations, 1997 and subsequent amendments made thereof.
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Manager to the Offer
CHARTERED CAPITAL & INVESTMENT LIMITED
Contact Person: Mr Deepak Singhvi
301, Camy House, Dr. C. H. Street, Marine Lines, Mumbai – 400 002.
Tel nos.: 022-2200 4271/73;
Fax no.: 022 - 2200 4273;
Email: dpsinghvi@vsnl.net
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Registrar to the Offer
BIGSHARE SERVICES PRIVATE LIMITED
Contact Person: Mr. Satish H K.
E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E) Mumbai – 400 072.
Tel Nos. : 022 - 2856 0652/ 53, 56936291
Fax No : 022 - 2852 5207
email : bigshare@bom7.vsnl.net.in
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Place: MUMBAI Date: September 29, 2003