| |
PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF
SAUMYA CONSULTANTS LIMITED
(Regd. Office: 402, Mangalam, 24/26, Hemanta Basu Sarani, Kolkata-700 001)
This Public Announcement (“PA”) is being issued by Ashika Capital Limited, Manager to the Offer, on behalf of Mr. Arun Kumar Agarwalla, Mrs. Sudha Agarwalla and M/s. A. K. Agarwalla (HUF) (hereinafter collectively referred to as “Acquirers”) pursuant to Regulation 10 & 12 and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto (hereinafter referred to as “Regulations”).
1. THE OFFER:
a) The Offer is being made by Mr. Arun Kumar Agarwalla, Mrs. Sudha Agarwalla both being residents of A-004, 6A, Iron Side Road, Kolkata-700 019 and M/s. A. K. Agarwalla (HUF), having its registered address at A-004, 6A, Iron Side Road, Kolkata-700 019 to the Equity Shareholders of Saumya Consultants Limited (hereinafter referred to as “Target Company” or “SCL”).
b) The Acquirers have entered into an Agreement dated 22.10.2003, (“Agreement”) with M/s. Jalan & Co., a member of the Calcutta Stock Exchange Association Ltd. having office at 1&2, Old Court House Corner, Kolkata – 700 001, carrying on the business of dealing in shares and stock broking, herein acting as constituted attorney of various companies and individuals (hereinafter collectively referred to as "Sellers") to acquire in aggregate 21,45,550 fully paid-up equity shares of Rs.10/- each of SCL constituting 44.70% of the paid-up equity share capital and voting capital of SCL at a price of Rs.2/- per share (“Negotiated Price”) payable in cash (“The Acquisition”).
c) As on the date of this Public Announcement, the Acquirers & the Persons deemed to be Acting in Concert ("PACs") hold 7,15,000 equity shares of the SCL, representing 14.90% of its paid up equity share capital as detailed below: -
|
Name
|
Number of shares
|
Percent of paid up equity share capital
|
Address
|
|
Acquirers
|
|
|
A-004,
6A, Iron Side Road,
Kolkata-700 019
|
|
Arun Kumar Agarwalla
|
200000
|
4.17
|
|
Sudha Agarwalla
|
85000
|
1.77
|
|
A. K. Agarwalla (HUF)
|
60000
|
1.25
|
|
Sub total for Acquirers
|
345000
|
7.19
|
|
|
Persons deemed to
be acting in Concert
|
|
|
|
|
Astha Agarwalla
|
180000
|
3.75
|
A-004, 6A, Iron Side Road,
Kolkata-700 019
|
|
Sanchi Agarwalla
|
190000
|
3.96
|
|
Sub total for the Persons deemed to be Acting In Concert*
|
370000
|
7.71
|
|
|
TOTAL
|
715000
|
14.90
|
|
|
* Persons Deemed to be Acting in Concert with the Acquirers as mentioned above are not participating in this offer.
|
d) For the purpose of this offer, there are no persons acting in concert as per the provisions of Regulations 2(1)(e) of the Regulations.
e) The Acquirers are now making this Open Offer (“Offer”) to the shareholders of SCL (other than the parties to the Agreement) to acquire from them upto 9,60,000 fully paid-up Equity Shares of Rs.10/- each, representing 20% of its paid up equity share and voting capital at a price of Rs.3/- per share (“Offer Price”) payable in cash subject to terms and conditions mentioned hereinafter. SCL does not have any partly paid up equity shares.
f) The Acquirers have not acquired any shares of the target Company during the twelve months preceding this Public Announcement.
g) The shares of SCL are listed on the Calcutta Stock Exchange Association Limited (“CSE”) only. According to the information available, the shares of SCL are deemed to be frequently traded on the Stock Exchange within the meaning of Regulation 20 of the Regulations and therefore the Offer Price has been determined taking into account the following parameters: -
(i)
|
· Negotiated price per share
|
Rs.2/-
|
|
· Highest Price paid by the Acquirers for any Acquisitions, including by way of allotment in a Public or right issue or preferential issue during the 26 weeks period prior to the date of PA
|
N.A.
|
|
· The average of the weekly high & low of the closing prices of the shares of the Target Company as quoted on CSE where the shares of the Company are most frequently traded during the 26 weeks or the average of the daily high and low of the closing prices of the shares on CSE during the 2 weeks preceding the date of PA whichever is higher.
|
Rs.2.65/-
|
(ii) Accordingly, the minimum price (“SEBI minimum price”) in terms of Regulation 20 of the Regulations is Rs.2.65 per share. The Offer price of Rs.3/- is approximately 13% premium to the SEBI minimum price.
(iii) Since the highest price in terms of the Regulations comes out to be Rs. 2.65/-, the offer price of Rs.3/- for every fully paid equity share is justified in terms of Regulation 20(11) of the Regulations.
h) The Offer is not subject to any minimum level of acceptances from shareholders and is not a conditional Offer.
i) This is not a competitive bid.
j) The Acquirer will comply with the Regulations and complete the offer formalities irrespective of the compliance or fulfilment or outcome of the Share Purchase Agreement with the Sellers.
2. INFORMATION ABOUT THE ACQUIRERS:
a) Mr. Arun Kumar Agarwalla, son of Late K. L. Agarwalla, aged about 43 years, residing at A-004, Windsor Palace, 6A, Iron Side Road, Kolkata-700 019, is having more than 20 years of experience in refractory industry. He has promoted Valley Magnesite Co. Ltd., manufacturer of basic refractories having its works at Chirkunda, Dhanbad in the year 1981. He is presently the Managing Director of SCL. His networth as on 31/03/2003 as certified by Mr. D. K. Jhawar (Membership No.59620), proprietor of D. K. Jhawar & Associates, Chartered Accountants, having office at Suite 311, 545 G. T. Road, Howrah-711 101 vide certificate dated 22.10.2003 is Rs.75.28 Lacs.
b) Mrs. Sudha Agarwalla, wife of Mr. Arun Kumar Agarwalla, aged about 39 years, residing at A-004, Windsor Palace, 6A, Iron Side Road, Kolkata-700 019, is having more than 4 years of experience in corporate finance and investment activities. Her networth as on 31/03/2003 as certified by Mr. D. K. Jhawar (Membership No. 59620), proprietor of D. K. Jhawar & Associates, Chartered Accountants, having office at Suite 311, 545 G. T. Road, Howrah-711 101 vide certificate dated 22.10.2003 is Rs.46.81 Lacs.
c) M/s. A. K. Agarwalla (HUF) represented by its Karta Mr. Arun Kumar Agarwalla is having its registered address at A-004, Windsor Palace, 6A, Iron Side Road, Kolkata-700 019. Its networth as on 31/03/2003 as certified by Mr. D. K. Jhawar (Membership No. 59620), proprietor of D. K. Jhawar & Associates, Chartered Accountants, having office at Suite 311, 545 G. T. Road, Howrah-711 101 vide certificate dated 22.10.2003 is Rs.36.38 Lacs.
d) Mr. Arun Kumar Agarwalla is the husband of Mrs. Sudha Agarwalla and is the Karta of M/s. A. K. Agarwalla (HUF). Ms. Astha Agarwalla and Ms. Sanchi Agarwalla are daughters of Mr. Arun Agarwalla and Mrs. Sudha Agarwalla and are deemed to be acting in concert with the Acquirers.
3. INFORMATION ABOUT THE TARGET COMPANY:
a) SCL having its registered office at 402, Mangalam, 24/26, Hemanta Basu Sarani, Kolkata-700 001 was incorporated under the Companies Act, 1956 on December 15, 1993.
b) As on the date of this Public Announcement, the paid-up and voting equity share capital of SCL is Rs.4,80,00,000/- comprising of 48,00,000 Equity Shares of Rs.10/- each fully paid-up. There are no partly paid-up shares.
c) SCL is engaged in the business of dealing & investment in shares & securities and of providing short-term loans and advances. As per information available, the company is yet to get registration from Reserve Bank of India (RBI) as Non-Banking Finance Company. RBI vide its letter dated 10/07/1998 rejected the company’s application as NBFC. On an appeal filed before the Appellate Authority for NBFC Registration Cases U/S 45-1A(7) of RBI Act, 1934, Government of India vide its order dated 10.07.2003 has directed RBI to re-consider the Company’s application for registration within 3 months. The company is yet to receive any communication from RBI in this matter. SCL has not raised any public deposits till date. As confirmed to us, the Acquirers do not require any specific approval from RBI for the purpose of change in control of RRM and no penal action has been taken against SCL till date by RBI.
d) The Equity Shares of SCL are listed at the Calcutta Stock Exchange Association Limited only.
e) As per the audited Accounts for the year ended 31.03.2003, the total income and net profit of SCL was Rs.173.31 lacs and Rs.25.39 lacs respectively. The networth of SCL as on 31.03.2003 is Rs.1141.52 lacs. The earnings per share and return on networth for the year is Rs.0.53 and 2.22% respectively.
f) SCL has been complying with the provisions of Chapter II of the Regulations.
4. REASONS FOR THE OFFER AND FUTURE PLANS ABOUT TARGET COMPANY:
a) This offer has been made pursuant to Regulation 10 and 12 and other provisions of Chapter III and in compliance with the Regulations.
b) The acquisition is for substantial acquisition of shares and voting rights accompanied with change in control / management.
c) The Acquirers propose to expand the fund based and investment related activities. The acquisition of SCL would facilitate such motive as SCL is already engaged in these activities. By virtue of this acquisition the Acquirers will get majority shareholding entitling them to exercise management control over the Target Company.
d) The Acquirers do not have any plans to dispose off or otherwise encumber any assets of SCL in the next two years except in the ordinary course of business of SCL.
e) The Acquirers shall not sell, dispose of or otherwise encumber any substantial assets of SCL except with the prior approval of the shareholders.
5. STATUTORY APPROVALS/ OTHER APPROVALS REQUIRED FOR THE OFFER:
As on the date of this Announcement no approvals, statutory or otherwise, are required under the Companies Act, 1956, Monopolies and Restrictive Trade Practices Act, 1999, the Foreign Exchange Management Act, 1999 and/or any other applicable laws and from any bank and/or financial institutions for the said acquisition.
6. DELISTING OPTION TO THE ACQUIRERS IN TERMS OF REGULATION 21(3):
If, pursuant to this Offer and any acquisition of shares by the Acquirers from the open market or through negotiations or otherwise made in compliance with the SEBI (SAST) Regulations 1997, the public shareholding is reduced to 10% or less of the paid up and voting share capital of SCL, then in accordance with Regulation 21(3) of the Regulations, the Acquirers will make an Offer to acquire the outstanding shares remaining with the public shareholders in accordance with the guidelines specified by SEBI in respect of delisting of securities as may be applicable from time to time.
7. FINANCIAL ARRANGEMENTS:
a) The Acquirers have adequate financial resources and have made firm financial arrangement for the implementation of the Offer in full out of their own sources / networth and no borrowings from Banks/ FIs or Foreign sources is envisaged. Mr. D. K. Jhawar (Membership No.59620), proprietor of D. K. Jhawar & Associates, Chartered Accountants having office at Suite 311, 545 G. T. Road, Howrah-711 101 has certified vide its letter dated 22.10.2003 that sufficient resources are available with the Acquirers for fulfilling the obligations under this “Offer” in full.
b) The total fund requirement for the Offer is Rs. 28,80,000/- (Twenty Eight Lacs Eighty Thousand only). In accordance with Regulation 28 of the Regulations, the Acquirers have opened an Escrow account in Tamilnad Mercantile Bank Limited, 58D, N. S. Road, Kolkata-700 001 in the form of a fixed deposit of Rs.7,50,000/- being more than 25% of the total consideration payable to shareholders under the Offer.
c) The Manager to the Offer, Ashika Capital Limited has been duly authorised by the Acquirers to operate & realize the value of Escrow Account in terms of the Regulations.
d) The Manager to the Offer confirms that the firm arrangement for the funds and money for payment through verifiable means are in place to fulfil the offer obligations.
8. OTHER TERMS OF THE OFFER:
a) The Letter of Offer ("LO") together with Form of Acceptance cum Acknowledgement shall be mailed to those equity shareholders of SCL (other than the shareholders who are parties to the agreement) whose names appear on the Register of Members of SCL and to those beneficial owners ("Demat Holders") of the Equity shares of SCL, whose names appear as beneficiaries on the records of the respective Depository Participants ("DP"), at the close of business hours on 27/10/2003 (“Specified Date”). The LO along with Form of Acceptance (“FoA”) and Form of Withdrawal (“FoW”) would also be available at SEBI Website: www.sebi.gov.in from the date on which Offer opens. Eligible persons to the offer may download these forms for their use.
b) Beneficial owners (holders of shares in dematerialised 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 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, in accordance with the instructions to be specified in the LO.
c) Shareholders holding equity shares in physical form who wish to accept the Offer and tender their shares, will be required to send their (i) duly signed Form of Acceptance, (ii) original share certificate(s), (iii) duly signed and executed transfer deed(s) and other documents to the Registrar to the Offer, in accordance with the instructions specified in the LO.
d) All owners (registered or unregistered) of the shares of SCL (except parties to the agreement) are eligible to participate in the Offer. Unregistered shareholders / Owner of shares who have sent shares for transfer can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of shares held, No. of shares offered, Distinctive Nos., Folio No., together with Original share certificate(s), valid share transfer deeds and the Original contract notes issued by the broker through whom they have acquired their shares. No indemnity is required from unregistered shareholders.
e) In case of non-receipt of Letter of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating the Name & address of the first holder, Name(s) & address(s) of joint holders(s) if any, Regd. Folio No., Share Certificate No., Distinctive Nos., No 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. 13/01/2004 or in case of beneficial owners, they may send the application in writing to the Registrar to the Offer on a plain paper stating the Name, Address, No. of shares held, No. of Shares offered, DP Name, DP ID No., Beneficiary account number and a photocopy of the delivery instruction in “Off Market” mode, duly acknowledged by the DP, in favour of special depository account, so as to reach the Registrar to the Offer, on or before the closure of the Offer i.e. 13/01/2004.
f) The Acquirers have appointed Niche Technologies Pvt. Ltd. as the Registrar to the Open Offer ("Registrar"). The Registrar has opened a special depository account with Trans Scan Securities Pvt. Ltd. in National Securities Depository Limited ("NSDL") styled " Niche Technologies Pvt. Ltd.-SCL-Open Offer Escrow A/c”. The DP ID is IN302496 and Beneficiary Client ID is 10019357. Shareholders having their beneficiary account in Central Depository Services India Limited (“CDSL”) have to use inter depository delivery instruction for the purpose of crediting their equity shares in favour of Special Depository Escrow Account with NSDL.
g) 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 Escrow Account should be received on or before the closure of the Offer, else the application would be rejected.
h) In case the shares tendered in the Offer by the shareholders of SCL are more than the shares to be acquired under the Offer, the acquisition of the shares from each shareholder will be as per the provision of Regulation 21(6) of the Regulations on a proportionate basis. The marketable lot for both physical and demat shares is 1(One).
i) The Registrar will hold in trust the share certificates, shares lying to the credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of SCL who have accepted the Offer, till the cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched / returned.
j) The consideration for the shares accepted by the Acquirers will be paid by crossed account payee cheques/ demand drafts. Such payments and documents in case of unaccepted shares will be returned by registered post/ speed post at the shareholders / unregistered owners' sole risk. Shares held in dematerialised form to the extent not accepted will be credited back to the account of beneficial owner specified in the acceptance form. Communication of acceptance / rejection and the payment of consideration for the accepted shares will be made by the Acquirers in cash through cheque/ demand draft to the shareholders of accepted shares within 30 days from the date of the closure of the Offer.
k) In terms of Regulation 22(5A), shareholders shall have the option to withdraw acceptance tendered upto three working days prior to the date of closure of the Offer by submitting the documents as specified below, so as to reach the Registrar to the Offer. The withdrawal can be exercised by submitting Form of Withdrawal enclosed with Letter of Offer. In case of non-receipt of form of withdrawal, the withdrawal can be exercised by making plain paper application alongwith the following details:
Ø In case of physical shares: Name, address, distinctive numbers, folio nos., number of shares tendered / withdrawn.
Ø In case of dematerialised shares: Name, address, number of shares tendered / withdrawn, DP name, DP ID, Beneficiary account no. and a photocopy of 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 Depository Escrow Account.
l) The shares withdrawn by the shareholders, if any would be returned by registered post, in case of physical shares.
m) The Acquirers undertake to pay interest pursuant to Regulation 22(12) to the shareholders for the delay, if any, in payment of consideration.
n) A schedule of some of the major activities in respect of the Offer is given below:
|
Activity
|
Date
|
Day
|
|
Specified date (for the purpose of determining the names of shareholders to whom the Letter of Offer will be sent)
|
27/10/2003
|
Monday
|
|
Last Date for a Competitive Bid
|
17/11/2003
|
Monday
|
|
Date by which the Letter of Offer will be despatched to shareholders
|
09/12/2003
|
Tuesday
|
|
Date of Opening of the Offer
|
15/12/2003
|
Monday
|
|
Last date for revising the Offer Price / No. of Shares
|
02/01/2004
|
Friday
|
|
Last Date for withdrawal of acceptance by shareholders who have accepted the Offer
|
08/01/2004
|
Thursday
|
|
Date of Closing of the Offer
|
13/01/2004
|
Tuesday
|
Date by which communicating rejection/ acceptance and despatch of cheques/ demand drafts towards payment of consideration to be completed.
|
11/02/2004
|
Wednesday
|
9. GENERAL:
a) 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 08/01/2004 i.e. three working days prior to the date of Closure of the Offer.
b) If there is any upward revision in the Offer Price upto seven working days prior to the closure of the Offer i.e. 02/01/2004 or withdrawal of the Offer, the same would be informed by way of PA in the same newspapers where this PA appears and the revised Price would be payable to all the shareholders who have tendered their shares any time during the Offer.
c) The Acquirers, the Sellers and the Target Company have not been prohibited by SEBI from dealing in securities, in terms of the direction issued u/s 11B of the SEBI Act or under any other regulations made under the SEBI Act.
d) If there is a competitive bid:
¨ The Open Offers under all the subsisting bids shall close on the same day.
¨ 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.
e) There is no non-compete agreement.
f) Pursuant to Regulation 13 of the Regulations, the Acquirers have appointed Ashika Capital Limited, Kolkata, as the Manager to the Offer.
g) Niche Technologies Pvt. Ltd. of 71, B. R. B.B. Road, C-444, Bagree Market, Kolkata – 700 001, Tel: (033) 2235-7270/7271/3070, Fax: (033) 2215-6823, E-mail: nichetech@vsnl.net is the Registrar to the Offer. The contact person is Mr. S. Abbas.
h) The Acquirers and its directors, jointly and severally accept full responsibility for the information contained in this Public Announcement and also for their obligations as laid down in the Regulations.
i) This PA will be available on SEBI's website at www.sebi.gov.in. Eligible persons to the Offer may also download a copy of the LO along with Form of Acceptance and Form of Withdrawal which will also be available on the SEBI's website from the Offer opening date i.e.15/12/2003 and apply in the same.
j) For further details, please refer to the LO & Acceptance Form.
Issued by:
|
Your trust is our strength
|
Manager to the Offer
|
|
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
|
|
Email: ashika@cal2.vsnl.net.in
|
|
|
On behalf of the Acquirers
Mr. Arun Kumar Agarwalla, Mrs. Sudha Agarwalla both being residents of A-004, 6A, Iron Side Road, Kolkata-700 019 and M/s. A. K. Agarwalla (HUF) having its registered address at A-004, 6A, Iron Side Road, Kolkata-700 019
Place: Kolkata
Date: 27/10/2003