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PUBLIC ANNOUNCEMENT
For the attention of the Shareholders of Snowhite Apparels Ltd
(Registered Office – D-14/2, Okhla Industrial Area, Phase – II, New Delhi – 110 020)
This public announcement is being issued by Aryaman Financial Services Limited, (Manager to the Offer) on behalf of Mr. Surinder Singh Khera (Acquirer) pursuant to Regulation 11(2) and other provisions of Chapter III of and in compliance with the Securities & Exchange Board of India Substantial Acquisition of Shares and Takeovers (SAST) Regulations 1997 and subsequent amendments thereto (the "Regulations ").
The Offer
a. This offer is being made by Mr. Surinder Singh Khera s/o Late Shri Bachittar Singh residing at D-28, South Extension Part II, New Delhi – 110 049. (hereinafter referred to as ‘Acquirer’ along with the Persons Acting in Concert (PACs) named below, to the fully paid up equity shareholders of Snowhite Apparels Ltd (hereinafter referred to as SAL/Target Company).
b. The details of the Acquirer and PACs is as given below :
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Name
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Relation with the Acquirer
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No. of Shares of Target Company held
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% of total share capital
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Address
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Networth as on
30-06-2003
(Rs. in lacs)
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Mr. Surinder Singh Khera (Acquirer)
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17,94,700
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78.09%
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D-28, South Extension Part II, New Delhi – 110 049
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1802.75
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PACs
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Mr. Gurkirat S. Khera
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Son of Acquirer
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19,980
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0.87%
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-Do-
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11.00
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Mr. Gurminder S. Khera
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Son of Acquirer
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19,980
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0.87%
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-Do-
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6.75
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Mrs. Harkiran Khera
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Daughter in law of Acquirer
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10
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Negligible
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-Do-
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10.00
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Mrs. Sukhwant Khera
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Wife
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10,010
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0.43%
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-Do-
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60.00
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Miss Harkiran Khera
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Daughter of Acquirer
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2,510
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0.11 %
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-Do-
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18.00
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Ms. Roopkiran Saraon
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Daughter of Acquirer
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2,510
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0.11 %
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-Do-
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15.00
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18,49,700
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80.48%
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c. Mr. Surinder Singh Khera has entered into agreement dated 09/10/2003 (“Acquisition Agreement”) to acquire by private negotiations from (1) Mrs. Neeru Gupta, wife of Mr. Subodh Gupta R/o B-13, Pushpanjali Enclave, Pitam Pura, New Delhi and (2) Mr. Mukesh Gupta, s/o Late Shri R.K.Gupta R/o A-338, Sector 23, Raj Nagar, Ghaziabad, U.P. and (3) Mrs. Anshu Jain w/o Shri Pradeep Jain R/o D-341, Anand Vihar, Delhi and (4) M/s Kush Leasing Pvt Ltd., a private limited company having its office at 37, Saini Enclave, Vikas Marg Extn., Delhi, (hereinafter collectively referred to as “Vendors”), a total of 1,67,800 equity shares of Rs. 10 each, representing 7.30 % of the paid-up share capital of Snowhite Apparels Limited (hereinafter referred to as the ‘Target Company’), for cash at a price of Rs. 2.50 /- per share fully paid-up.
d. The mode of payment of the consideration for the shares acquired under the ‘Share Purchase Agreements` is cash and the total consideration of Rs.4.20 lacs has already been paid at the time of execution of the Share Purchase Agreements. However, the Share Purchase Agreements dated 09/10/2003 contains a clause that these will be subject to the provisions of SEBI (SAST) Regulations, 1997 and in case of non-compliance with any of the provisions of the Regulations, the agreements for such sale shall not be acted upon by the Vendors or the Acquirer and the consideration shall be refundable to the Acquirer.
e. As on the date of the agreement, the Acquirer (including PACs) hold 18,49,700 equity shares representing 80.48% of the voting capital of the Target Company.
f. The Acquirer is now making offer to the public shareholders of SAL to acquire further 2,80,700 equity shares representing 12.22% of the voting equity share capital at a price of Rs. 13/- per equity share for fully paid up shares (the "Offer Price") payable in cash. The Offer is not subject to any minimum level of acceptance and the Acquirer will acquire all the equity shares of SAL that are tendered in valid form in accordance with the terms and conditions set out herein and in the Letter of Offer to be sent to the shareholders up to a maximum of 2,80,700 equity shares.
g. There has been no trading in the shares of during the preceding 6 calendar months prior to the month in which the public announcement was made on any of the stock exchanges. The last traded price of the share on the Stock Exchange at Delhi (Regional Stock Exchange), was on 17/11/1999 at Rs. 8/- and the number of shares traded were 200.
h. The shares of the Target Company are infrequently traded. The annualized trading turnover in the shares of the Target Company during the preceding 6 calendar months prior to the month in which this Public Announcement is made is less than 5 % of the listed shares of the Target Company. The offer price has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following:
(i) The negotiated price under the agreement which in this case is Rs. 2.50/- per share for fully paid shares (Regulation 20(5)(a)).
(ii) The Acquirer has not acquired any equity shares of the Target Company during the 26 weeks prior to the date of the Public Announcement including by way of allotment in a public or rights or preferential issue. (Regulation 20(5)(b)).
(iii) Other Parameters as on 31.03.2003 such as Book Value of Rs 19.23/-, EPS Rs.0.43 and Return on Net worth being 2.23% . The net realizable value as calculated by M/s. Pawan Shubham & Co. Chartered Accountant vide their certificate dated September 11, 2003 is Rs. 12.89 per share. The address of M/s. Pawan Shubham & Co. is B- 21/4, Shalimar Garden Extn – II, Near Shiv Chowk, Sahibabad 201 005, Tel : 0120 – 2610493. Membership No. of Mr. Pawan Agarwal Proprietor is 92345 (Regulation 20(5)(c))
The calculation of Net Realisable value as per audited financial statements as on 31.03.03 as given by the Chartered Accountant is as under :
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Particulars
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Basis of valuation
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Amount
(Rs. in lacs)
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Fixed Assets
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Net realizable value
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105.52
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Current Assets
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Book Value
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1288.16
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Loans and Advances
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Book Value
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9.51
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Total
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1403.19
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Less : Current Liabilities and Provisions
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Book Value
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697.14
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Less : Deferred Tax Liability
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Book Value
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21.96
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Less : Secured Loans
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Book Value
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387.85
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Net worth available to equity share holders
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296.24
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Number of Equity shares
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2298200
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Intrinsic value per equity share in Rs.
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12.89
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2. Information about the Acquirer
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- The Acquirer, Shri Surinder Singh Khera, aged about 68 years, is a commerce graduate from Delhi University. He has also done General Management Course from Maryland, USA. He is the Chairman of Snowhite Group of Companies comprising of Snowhite Overseas Private Ltd, Snowhite Stores Pvt. Ltd., Theme Apparel Private Ltd., Snowhite Engineers Pvt. Ltd., Snowton Fashions Pvt. Ltd., Super valu Products Pvt. Ltd. and also the Target Company, Snowhite Apparels Ltd.
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- The Acquirer started the apparel retailing operations under Snowhite Clothiers in the Year 1958. The same grew into a reputed retail chain and he has been instrumental in making ‘SNOWHITE’ group presence felt in the apparel industry. Presently he is engaged in managing his own firms namely M/s. Snowhite Drycleaners and M/s. Snowhite Clothiers.
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- The Net worth of Mr. Surinder Singh Khera as on 30/06/2003 is Rs.1802.75 lacs as certified by M/s. Tas Associates, Chartered Accountants (membership no. 87099 of Mr. Subodh Gupta), having their office at Flat No.4, 11/71, Punjabi Bagh West, New Delhi. Telephone No. : 25167198 ; Fax No.:25167111.
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- He is on the Board of following Company, out of which Snowhite Apparels Ltd. is a Listed Company :
(i) Snowhite Apparels Ltd.
(ii) Snowhite Overseas Pvt. Ltd.
(iii) Theme Apparels Pvt. Ltd.
(iv) Snowton Fashions Pvt. Ltd.
(v) Snowhite Stores Pvt. Ltd.
(vi) Snowhite Engineers Private Ltd.
(vii) Super Valu Products Pvt. Ltd.
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- The names, address and relationship of the Acquirer and PACs are given in the table above under the head ‘The Offer’ on point no.1.b.
3.Information of the Target Company - Snowhite Apparels Ltd (SAL)
a. SAL is a Public Limited Company having its Registered Office at D-14/2, Okhla Industrial Area, Phase – II, New Delhi – 110 020. The Company was originally incorporated as a Private Limited Company on April 21, 1989. Subsequently by passing a special resolution in terms of Section 31/21 read with section 44 of the Companies Act,1956, the name of the Company was changed to Snowhite Apparels Ltd. w.ef. 29.7.1992. The present Directors of the Company are Mr. Gurkirat S. Khera, Mr. Gurminder S. Khera, Mrs. Harkiran Khera and Mr. Surinder S. Khera is the Chairman of the Company.
b. The Authorised Share Capital of the Company is Rs. 600 lacs, divided into 60 lac equity shares of Rs. 10/- each. The Issued and subscribed capital of the company is Rs. 350.09 lacs divided into 35,00,900 equity shares of Rs. 10/- each fully called up and the paid-up share capital of the Company is Rs. 229.82 lacs divided into 22,98,200 equity shares of Rs. 10/- each fully paid. 12,02,700 equity shares have been forfeited and an amount of Rs. 62.17 lacs is received towards them. There are no partly paid up shares in the Company. The equity shares of SAL are listed on the Stock Exchanges at Delhi, Ahmedabad, Jaipur and Ludhiana.
c. SAL was incorporated with the main objects to carry on the business of manufacturers, importers, exporters, Wholesale and Retail dealers of men, women and children clothing and wearing apparels of every kind. The Company had come out with a public issue on 26.2.1996. The main objects of the issue were to part finance the cost of renovations of existing and proposed showrooms and to meet the long term working capital requirements of the Company.
d. The turnover of the Company for the year ended 31st March, 2003 was Rs. 2558.64 Lacs with a net profit of Rs. 9.86 lacs. The net worth of the Company was Rs. 441.98 lacs. The book value per share as on March 31st 2003 was Rs. 19.23. The earnings per share was Rs. 0.43 and return on networth was 2.23%.
4. Reason for the Offer and Future Plans about Target Company.
a. Insignificant and infrequent public trading by the shareholders in the Stock Exchanges over the years.
b. The Acquirer (including PAC’s) are holding about 80.48 % of the paid-up equity share capital of the Target Company. Through this offer they propose to acquire the entire fully paid up public shareholding and thereby have full control over the Company as also to delist the equity shares from all the Stock Exchanges in pursuance of Regulation 21(3) of SEBI (SAST) Regulations 1997.
c. This offer is being made pursuant to Regulation 11(2) and other provisions of Chapter III and in compliance with the SEBI (SAST) Regulations.
d. The Acquirer does not have any intention to dispose of or otherwise encumber any assets of SAL in the next two years from the date of closure of the offer, except in the ordinary course of business of SAL with the prior approval of the shareholders.
5. Statutory Approvals and Conditions of the Offer.
a. To the knowledge of the Acquirer (including PACs), no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals. In case the statutory approvals are not obtained, the Acquirer (including PACs) will not proceed with the Offer.
b. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant extension of time to Acquirer (including PACs) for payment of consideration to the shareholders subject to Acquirer (including PACs) agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to the willful default of the Acquirer (including PACs) in obtaining the requisite approvals, Regulation 22(13) will become applicable.
6. Option in terms of Regulation 21(3)
Assuming full acceptance of the offer, the post offer voting capital with the public in the Target company would be nil. The Acquirer and the PACs undertake to buy out the outstanding shares remaining with the shareholders in accordance with the guidelines specified by SEBI in respect of Delisting of Securities since the public shareholding after the open offer would be less than 10%.
7. Financial Arrangements
a. The Acquirer has adequate and firm financial resources to fulfill the obligations under the open offer. The sources of funds shall be through internal resources of the acquirer. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilized.
b. The maximum purchase consideration payable by the Acquirer in the case of full acceptance of the offer i.e. 2,80,700 equity shares is Rs. 36.49 lacs. The Acquirer has created a fixed deposit for a sum of Rs. 9.13 lacs with Punjab and Sind Bank, Nehru Place, New Delhi as an escrow against the total fund requirement of Rs. 36.49 lacs i.e. 25% of the total consideration payable. The Manager to the offer has been duly authorized by the Acquirer to realize the value of Escrow account in terms of the regulation.
c. M/s. TAS Associates, Chartered Accountants (membership no. of Mr. Subodh Gupta: 87099), having their office at Flat No.4, 11/71, Punjabi Bagh West, New Delhi. Telephone No.25167198 have confirmed vide their certificate dated 30/09/2003 that sufficient resources are available to allow the Acquirer to fulfil its obligations under the offer. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirer to implement the offer in accordance with the Regulations.
d. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfil offer obligations.
8. Other Terms of the Offer
a. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of Target Company (except the Acquirer, Persons Acting in Concert, and the parties to the Share Purchase Agreements) whose names appear on the Register of Members of Target Company at the close of the business on 31/10/2003.(the Specified Date).
b. Shareholders, who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement, Original Share Certificate (s) and Transfer Deed (s) duly signed to the office of Manager to the Offer at Aryaman Financial Services Ltd., 106 10th Floor, Atlanta, Nariman Point Mumbai 400 021, either by hand delivery during normal business hours on week days from Monday to Friday from 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on or before the close of the offer i.e. 09/01/2004 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement.
c. All owners of shares, registered or unregistered (except the Acquirer (including PACs) and parties to the agreement), who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners can send their application in writing to the Manager to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.
d. In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to Manager to the offer at Aryaman Financial Services Ltd., 106 10th Floor, Atlanta, Nariman Point Mumbai 400 021, on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach at the above addresses on or before the close of the Offer, i.e. 9/01/2004.
e. The Manager to the Offer will hold in trust the shares/ share certificates, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of SAL who have accepted the offer, until the cheques / drafts for the consideration and/ or the unaccepted shares/ share certificates are dispatched/ returned.
f. 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.
g. Shares, if any, 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. 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.
h. The withdrawal option can be exercised by submitting the Form of withdrawal so as to reach the Manager to the offer before 6/01/2004. In case of non receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:
Name, address, distinctive numbers, folio nos., number of shares tendered / withdrawan.
i. Schedule of Activities pertaining to the Offer is given below:
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ACTIVITY
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DAY & DATE
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Public Announcement
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Monday, 13/10/2003
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Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)
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Friday, 31/10/2003
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Last date for a Competitive Bid
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Sunday, 02/11/2003
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Date by which Letter of Offer to be posted to the shareholders.
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Tuesday, 25/11/2003
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Date of Opening of the Offer
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Thursday, 11/12/2003
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Last date for revising the offer price / Number of shares
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Thursday, 01/01/2004
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Last date for withdrawal of acceptance by the shareholders
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Tuesday 06/01/2004
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Date of Closure of the Offer
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Friday, 09/01/2004
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Date by which acceptance/ rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be despatched/ credited.
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Saturday, 07/02/2004
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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 three working days prior to the date of the closure of the offer” ”i.e.: 09/01/2004 by filling the withdrawal form attached with the letter of offer. The withdrawal form is also available on the SEBI website (www.sebi.gov.in ).
b. If there is competitive bid :
· The public offers under all the subsisting bids shall close on the same date.
· As the offer price cannot 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
c. The Acquirer (including PACs), Sellers and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s. 11 B of SEBI Act.
d. If there is any upward revision in the offer price before the last date of revision (i.e. 01/01/2004), the same would be informed by way of Public Announcement in the same Newspapers where the original Public Announcement appeared. Such revised offer price would be payable to all the shareholders who have tendered their shares any time during the offer and have been accepted under the offer.
e. Pursuant to Regulation 13 of the Regulations, The Acquirer has appointed Aryaman Financial Services Limited as Manager to the Offer.
f. The Acquirer (including PACs), accept full responsibility for the information contained in this Announcement and also for the obligations of the Acquirer (including PACs) as laid down in the Regulations.
g. For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement is also available on SEBI's website at 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, which will be available on SEBI's website at /from the offer opening Date i.e. 11/12/2003 and apply in the same.
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Issued by :
Aryaman Financial Services Limited,
106, 10th Floor, Atlanta, Nariman Point,
Mumbai – 400 021.
Tel. : (022) 2282 6465/66,
Fax : (022) 22826467,
Email : afsl@vsnl.com
Contact person : Mr. Alpesh Parmar
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On Behalf of : Shri Surinder Singh Khera
D-28, South Extension Part II, New Delhi – 110 049
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Place: Mumbai Date: 12/10/2003