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POST OFFER PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF
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SOUTH EAST ASIA MARINE ENGINEERING AND CONSTRUCTION LIMITED
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[Registered Office: 6 Waterloo Street, South Block, (1st Floor), Kolkata 700 069]
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This Post Offer Public Announcement is being issued by J.P. Morgan India Private Limited (“JPMorgan”), on behalf of Technip-Coflexip (“TC”) [Registered Office at La Defense 6, 170, place Henri Regnault, 92973 Paris La Defense Cedex, France] and Coflexip Stena Offshore (Mauritius) Ltd (“CSOML”) [Registered Office at 10, Frere Felix de Valois Street, Port Louis, Mauritius pursuant to the Regulations 10 and 12 and other provisions of Chapter III and in compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997) and subsequent amendments thereto as applicable on July 3, 2001 [“SEBI (SAST) Regulations”] and SEBI order dated September 9, 2002 read with SAT order dated October 25, 2002.
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The details subsequent to the completion of the Offer made vide Public Announcement dated November 11, 2002 and Corrigendum to Public Announcement dated December 12, 2002 under the SEBI (SAST) Regulations, by TC along with CSOML being the person acting in concert to acquire a maximum of 6,780,000 fully paid up equity shares representing 20% of the outstanding equity share capital of South East Asia Marine Engineering and Construction Limited (“SEAMEC”) at a price of Rs. 51.47 (Rupees Fifty one and forty seven paise only) per equity share (being the aggregate of Rs. 43.12, the offer price per equity share as per the reference date of July 3, 2001, and Rs. 8.35 per share, the interest at the rate of 15 % per annum payable for the period November 1, 2001 to February 14, 2003, the date of payment of consideration as proposed in the Letter of Offer), payable in cash are as under:
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1. |
Name of the Target Company: South East Asia Marine Engineering and Construction Limited. |
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2. |
Name of Acquirer(s) including PACs: Technip-Coflexip (Acquirer) and Coflexip Stena Offshore
(Mauritius) Ltd (PAC). |
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3. |
Name of Manager to the offer: J.P. Morgan India Private Limited. |
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4. |
Name of the Registrar to the offer, if any: CB Management Services (P) Limited. |
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5. |
Offer Details: |
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a. Date of opening of the offer: December 19, 2002
b. Date of closure of the offer: January 17, 2003 |
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6. |
Details of the acquisition |
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Sr.
No. |
Item
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Proposed in the Offer Document
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Actuals
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| 1. |
Offer Price (Rs per share) |
51.47
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51.47
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| 2. |
Share holding of acquirer (No. & %) before MOU/P.A. |
(19,742,750)
58.24%
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(19,742,750)
58.24%
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| 3. |
Shares acquired by way of MOU or market purchases (No. & %) |
None
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None
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| 4. |
Shares acquired in the open offer (No. & %) |
(6,780,000)
20%
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(6,780,000)
20%
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| 5. |
Size of the open offer (No. of shares multiplied by offer price per share) |
348,966,600
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348,966,600
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| 6. |
Shares acquired after P.A. but before 7 working days prior to closure date, if any (No. & %) |
None
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None
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| 7. |
Post offer share holding of acquirer (No. & %) (2+3+4+6) |
26,522,750
(78.24%)
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26,522,750
(78.24%)
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| 8. |
Pre & Post offer share holding of Public (No. & %) |
Pre offer
41.76%
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Post offer
21.76%
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Pre Offer
41.76%
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Post Offer
21.76%
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7. |
Status of the escrow account, whether released or not: Yes |
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8. |
Payment of interest, if any, to the shareholders along with the details thereof: |
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The date proposed in the Letter of Offer for the payment of consideration for acquired shares was February 14, 2003. The Reserve Bank of India (RBI) approval for payment to resident shareholders was received on February 14, 2003 and for NRIs/OCBs/foreign shareholders was received on February 19, 2003. The cheques for the offer were dispatched on February 15, 2003 for resident shareholders and February 20, 2003 for NRIs/OCBs/foreign shareholders immediately on the receipt of the RBI approval. Accordingly there was a one day delay and a six day delay for resident shareholders and NRIs/ OCBs/foreign shareholders respectively. CSOML decided to pay interest @15% p.a. on the offer price of Rs.51.47 per share for each day of delay in dispatch to the shareholders.
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A delayed interest payment for one day aggregating to Rs. 110,098.22/- (Rupees One hundred ten thousand ninety eight and twenty two paise only) for resident shareholders was dispatched on March 1, 2003. An application was filed with RBI on February 28, 2003 seeking permission to make interest payment for the 6-day delay aggregating to Rs. 199,753.35/- (Rupees One hundred ninety-nine thousand seven hundred fifty three and thirty-five paise only) to NRIs/OCBs/foreign shareholders. The RBI approval for payment of delayed interest payment to the NRIs/OCBs/foreign shareholders was received on May 7, 2003 and the payment was dispatched on May 8, 2003.
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9. |
Status of investor complaints received, if any: The Manager to the Offer along with the Acquirer, PAC and Registrar to the Offer have responded to the investor complaints.
The Directors of the Acquirer and the PAC accept full responsibility for the information contained in this Public Announcement and are jointly and severally responsible for the obligations of the Acquirer and / or Persons Acting in Concert as laid down in the SEBI (SAST) Regulations.
This Public Announcement is also available on the SEBI website /
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Issued on behalf of: Technip-Coflexip
Coflexip Stena Offshore (Mauritius) Ltd
Date: October 14, 2003
Place: Mumbai |
Issued by the Manager to the Offer |
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J.P. Morgan India Private Limited
Mafatlal Centre, 9th Floor
Nariman Point, Mumbai 400 021
Tel No: (022) 5639 2911
Fax No: (022) 5639 3091
Contact Person: Mr. Sandeep Pangal
E-mail: sandeep.pangal@jpmorgan.com
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