Herbertsons Limited - Competitive Bid

Sep 12, 2003
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Takeovers : Other Documents

PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF HERBERTSONS LIMITED

  

   In compliance with the Securities and Exchange Board of India

 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997    

 

This Public Announcement (“PA”) is being issued by Kotak Mahindra Capital Company Limited - hereinafter referred to as “KMCC”- in its capacity as the Manager to the Counter Offer, on behalf of McDowell & Company Limited and Phipson Distillery Limited (collectively “Acquirers”) and person acting in concert (“PAC”), namely United Breweries (Holdings) Limited pursuant to and in compliance with, among others, regulation 11 of the Regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 (“Regulations”) and subsequent amendments thereto.    

 

THE COUNTER OFFER   

 

1.       This Public Announcement (“PA”) for the Counter Offer is being made by McDowell & Company Limited, a company registered under the Companies Act and having its registered office at 51 Richmond Road, Bangalore 560025  (“McDowell”) and Phipson Distillery Limited, a company registered under the Companies Act and having its registered office at Le Parc Richmonde, 51 Richmond Road, Bangalore 560025 (“Phipson”) and person acting in concert, namely United Breweries (Holdings) Limited (“UBHL”), a company registered under the Companies Act and having its registered office at UB House, No. 1, Vittal Mallya Road, Bangalore 560001. As per the declarations made in accordance with regulation 8 of the Regulations, the UB Group of companies is the promoter group of Herbertsons Limited. The Acquirers and PAC are part of the UB Group of companies.      

2.       A PA for an offer (“Offer”) has been made by Mr. K. R. Chhabria and Mr. M. D. Chhabria and persons acting in concert, namely, Veneer Investment & Finance Pvt. Ltd., Algid Investment & Finance Pvt. Ltd., Airedale Investment & Trading Pvt. Ltd., Beethoven Traders Pvt. Ltd., Darrel Traders Pvt. Ltd., Stingray Traders Pvt. Ltd., IMFA Holdings Pvt. Ltd., Mahameru Trading Co. Pvt. Ltd. and Shirish Finance & Investment Pvt. Ltd. (jointly, “Original Bidders”) to the shareholders of Herbertsons Limited (“HL” or the “Target Company”) to acquire up to 19,04,465 fully paid up equity shares of Rs. 10/- each of the Target Company (representing 20% of the paid up capital of HL) at a price of Rs. 90.50 per equity share. A PA setting out the Offer appeared on August 21, 2003 in the following newspapers: Financial Express (Mumbai, Delhi, Chennai, Kolkata, Bangalore, Kochi and Chandigarh editions), Jansatta (Delhi and Kolkata editions) and Loksatta (Mumbai edition). In paragraph 10 of the public announcement for the Offer, the Original Bidders claim to hold shares in the Target Company as follows:   

 

“As on the date of the Public Announcement, the Acquirers do not personally hold any shares in HL while the Persons Acting in Concert hold 46,72,791 equity shares representing approximately 49.07% of the paid-up share capital of HL as per details below:    

 

 

Name of the Company

 

 

 

No. of Registered Shares

 

 

 

Date of Acquisition

 

 

 

No. of Unregistered Shares

 

 

 

Date of Acquisition

 

 

 

Total No. of shares

 

 

 

% of share capital of HL

 

 

 

Veneer

4,04,840#

 

 

 

14/12/93

 

 

 

-

 

 

 

-

 

 

 

4,04,840

 

 

 

4.25

 

 

 

Algid

 

 

 

4,04,835#

 

 

 

14/12/93

 

 

 

-

 

 

 

-

 

 

 

4,04,835

 

 

 

4.25

 

 

 

Airedale

3,50,000#

 

 

3,75,000@

 

 

 

 

14/12/93

 

 

 

-

 

 

 

-

 

 

 

7,25,000

 

 

 

7.61

 

 

 

Beethoven

 

 

 

3,50,000#

 

 

 

14/12/93

 

 

 

1,25,000*

 

 

 

10/09/98

 

 

to

 

 

16/12/98

 

 

 

 

 

4,75,000

 

 

 

4.99

 

 

 

Stingray

 

 

 

3,56,125#

 

 

 

14/12/93

 

 

 

-

 

 

 

-

 

 

 

3,56,125

 

 

 

3.74

 

 

 

Darrel

 

 

 

3,50,000#

 

 

 

14/12/93

 

 

 

25,800*

 

 

 

16/12/98

 

 

 

3,75,800

 

 

 

3.95

 

 

 

IMFA

 

 

 

10,39,341

 

 

 

27/10/94

 

 

to

 

 

22/11/95

 

 

 

 

 

54,000*

 

 

 

27/02/97

 

 

to

 

 

01/08/97

 

 

 

 

 

10,93,341

 

 

 

11.48

 

 

 

Mahameru

 

 

 

4,73,100

 

 

 

14/11/95

 

 

to

 

 

10/08/96

 

 

 

 

 

-

 

 

 

-

 

 

 

4,73,100

 

 

 

4.97

 

 

 

Shirish

 

 

 

-

 

 

 

-

 

 

 

3,64,750*

 

 

 

27/08/96

 

 

to

 

 

14/02/97

 

 

 

 

 

3,64,750

 

 

 

3.83

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL

46,72,791

 

 

 

49.07

 

 

 

 

#

A total of 22,15,800 equity shares were purchased under a negotiated deal on December 14, 1993.

@

Equity shares allotted on conversion of 75,000 fully convertible debentures (“FCDs”). These FCDs were acquired on December 14, 1993 and were converted on August 11, 1995.

*

The Board of HL has refused to register transfer of these shares alleging violation of the SEBI (SAST) Regulations 1997. The respective companies have filed appeals before the Company Law Board (“CLB”) against such refusal and the appeals are pending.”

 

It may been noted that the judgment and order of the Learned Single Judge of the Hon’ble Bombay High Court dated 19-22 April, 1999 and the judgment and order of the Hon’ble Division Bench of the Bombay High Court dated September 28, 2001 in appeal, have, inter alia held and declared the transactions in respect of acquisition of shares held in the Target Company in the names of IMFA Holdings Private Limited and Mahameru Trading Company Private Limited, who are part of the Original Bidders aggregating to 15,12,441 equity shares of the issued capital of the Target Company, as well as the equity shares lodged for transfer by Shirish Finance & Investment Private Limited (also part of the Original Bidders) aggregating to 3,64,750 equity shares of the Target Company, as void and the voting rights in respect of the same have been frozen. Similarly, transactions of acquisition of shares lodged by Beethoven Traders Pvt. Ltd. (1,25,000 equity shares in the Target Company), Darrel Traders Pvt. Ltd. (25,800 equity shares in the Target Company), and IMFA Holdings Pvt. Ltd. (54,000 equity shares in the Target Company), all also part of the Original Bidders, have also been declared in the said judgments and orders as void.

 

3.       It is stated in the public announcement of the Original Bidders that it is made in compliance with the order passed by the Securities Appellate Tribunal (“SAT”) dated August 1, 2003. This order of the SAT has been challenged in an appeal filed by United Breweries (Holdings) Limited and Dr. Vijay Mallya in the Hon’ble Supreme Court being Civil Appeal No. 17807/2003 in which the Hon’ble Supreme Court on hearing on September 8, 2003 passed the following order:

“The first question that is involved in these appeals/special leave petitions, is: When an acquirer acquires shares in violation of the Act or the regulations rendering the same as void, whether in such a situation he can be directed to disinvest his shares and/or be directed to cure the defects in acquiring the shares by ex-post facto announcement in terms of the extant regulations?

The second question that arises, is: Whether these appeals/special leave petitions are maintainable at the instance of the appellants/petitioners?

The third question that requires consideration, is: Whether those shareholders who have already sold the shares to the acquirer, can also adequately be directed to be compensated?

Having heard the learned senior counsel appearing for the parties at length, we are of the view that these questions require an authoritative pronouncement by this Court. We, accordingly, issue notice returnable on 15th September, 2003.

Ms. Bina Gupta, Adv. accepts notice on behalf of respondents Kishore Rajaram Chabbria and Madanlal Dwarkadas Chabbria. Learned counsel appearing on their behalf prays for and is allowed three days’ time to file counter affidavit. Rejoinder, if any, may be filed in another three days.

The appellants/petitioners are further directed to serve the respondent - Chairman, Securities Exchange Board of India (SEBI) dasti by tomorrow. For that purpose, the Registry shall give notice to the learned counsel for the Appellants/Petitioners today. An affidavit of service may be filed by the next date of hearing. The notice shall indicate that if the SEBI desires it may file a counter-affidavit within three days of the receipt of copies of appeals/petitions.

In the meantime, the appellants/petitioners herein may participate in competitive bid for the disputed shares as well as others, without prejudice to the rights and contentions of the parties, which shall be subject to any other or further order(s) that may be passed on 15th September, 2003.

Civil Appeal Nos. 4810, 4811, 4813 to 4816 of 2002 be also listed on 15th September, 2003 along with these matters.”

 

4.       This Counter Offer made by the Acquirers together with the PAC (“Counter Offer”) is a competitive bid (as defined under regulation 25(1) of the Regulations) to the Offer, and is made in accordance with the Regulations. This Counter Offer should also be treated to be made in compliance with regulation 11 of the Regulations. The Acquirers, in compliance with the Regulations, are making the Counter Offer to all the shareholders of the Target Company to acquire up to 43,00,000 fully paid up equity shares of Rs. 10/- each of the Target Company (“Shares”), representing 45.2% of the outstanding equity capital of the Target Company at a price of Rs. 200/- (Rupees Two Hundred only) per Share (the “Offer Price”), payable in cash aggregating Rs. 86.00 crores. The Counter Offer will not be subject to receipt of any minimum number of acceptances. The Counter Offer is for such number of shares, which is in accordance with regulation 25(3) of the Regulations.

 

5.       The shares of the Target Company are infrequently traded on The Stock Exchange, Mumbai (the exchange where it is most frequently traded) within the meaning of regulation 20(3) of the Regulations. There has been no preferential allotment of shares of the Target Company made to the Acquirers or the PAC at any time during the twenty-six weeks prior to the date of the PA. Neither the Acquirers nor the PAC have acquired any shares of the Target Company, including by way of allotment in a public or a rights issue, in the 12-month period prior to the date of the PA. The other parameters that have been considered for the Offer Price are:

a.       Book Value per share (based on audited numbers of March 31, 2002) of Rs. 44.76

b.       Earnings per share (based on audited numbers of March 31, 2002) of Rs. 4.70

c.       The average of the weekly high and low of the closing prices for the 26 weeks preceding September 9, 2003 as quoted on The Stock Exchange, Mumbai (“BSE”); the exchange where its shares were most frequently traded.

d.       Price to Book ratio of 4.47 at the Offer Price. The Price to Book Value ratio of McDowell, a comparable company, based on audited numbers of March 31, 2003 is 0.89, (with price for McDowell as quoted on the BSE on September 4, 2003 of Rs. 45.35).

e.       Price-earnings Ratio of 42.52 at the Offer Price. The price-earnings ratio of McDowell, a comparable company, based on audited numbers of March 31, 2003 is 17.89.

f.        Return on Networth based on audited numbers for March 31, 2002, of 10.51% for the year 2001-02.

 

The Offer Price is justified in accordance with regulation 20(4), regulation 20(5) and regulation 20(12) of the Regulations.

 

6.       As of the date hereof the shareholding of Acquirers, PAC and deemed PACs (all part of the UB Group of companies) in HL is as follows:

 

#

Acquirers

Number of Shares

%

1

McDowell*

4,21,109

4.42

2

Phipson

0

0.00

 

PAC

 

 

3

UBHL

22,46,756

23.59

 

Group companies of the Acquirers/PAC and deemed to acting in concert^

 

 

4

Vittal Investments Private Limited

46,905

0.49

5

Devi Investments Private Limited

4,052

0.04

6
TOTAL

27,18,822

28.55%

*McDowell & Company Limited has lodged 347,400 shares (3.65%) with the Target Company for registration of transfer, which is deferred and pending.

^While the group companies of the Acquirers/PAC hold shares of the Target Company and support the Counter Offer, they do not propose to play an active part in the Counter Offer.  

INFORMATION ABOUT THE ACQUIRERS AND PAC 

7.       McDowell, a company registered under the Companies Act, 1956 (“Act”) was incorporated on March 31, 1999. The objects of McDowell include carrying on the business of marketing and manufacture of liquor. The registered office of McDowell is located at 51 Richmond Road, Bangalore 560025. The shares of McDowell are listed on the following stock exchanges: Bangalore Stock Exchange, The Stock Exchange Mumbai, National Stock Exchange of India Ltd., Madras Stock Exchange Ltd., The Delhi Stock Exchange Association Ltd., The Calcutta Stock Exchange Ltd, The Stock Exchange - Ahmedabad.

 

8.       For the year ended March 31, 2003, as per the audited accounts, McDowell had a total income of Rs. 99,409.86 lakh and a profit after tax of Rs. 1,311.42 lakh on a net worth of Rs. 26,287.16 lakh. The book value was Rs. 50.83 per share, the return on net worth was 4.99% and the earnings per share was Rs 2.54 per share.  

9.       Phipson, a company registered under the Act was incorporated on July 4, 2001. The objects of Phipson include carrying on the business of marketing and manufacture of liquor. The registered office of Phipson is located at Le Parc Richmonde, 51 Richmond Road, Bangalore 560025. Phipson is a wholly owned subsidiary of McDowell and the shares of Phipson are not listed on any stock exchange.  

10.   For the year ended March 31, 2003, as per the audited accounts, Phipson had a total income of Rs. 159.85 lakh and a profit after tax of Rs. 16.25 lakh on a net worth, net of miscellaneous expenditure not written off, of Rs. 20.92 lakh. The book value was Rs 41.84 per share, the return on net worth was 77.67% and the earnings per share was Rs 32.50 per share.  

11.   UBHL (formerly known as United Breweries Limited) was incorporated on March 23, 1915 under the Indian Companies Act, 1913 and has its registered office at UB House, No. 1, Vittal Mallya Road, Bangalore 560001.

 

12.   The Shares of UBHL are listed on the following stock exchanges: Bangalore Stock Exchange Ltd., Calcutta Stock Exchange Assn. Ltd., Cochin Stock Exchange Ltd., The Stock Exchange, Ahmedabad, Hyderabad Stock Exchange Ltd., The Stock Exchange, Mumbai, Madras Stock Exchange Ltd., The Delhi Stock Exchange Assn. Ltd., The Ludhiana Stock Exchange Assn.  

13.   As per the audited Balance Sheet of UBHL as on March 31, 2003 and as per the Profit and Loss Account for the period ended March 31, 2003 the total income for the said period was Rs 4,678.18 lakh and net loss after tax was Rs 16,048 lakh. The networth, net of miscellaneous expenditure not written off and revaluation reserves, was Rs. 9,700.33 lakh. The book value was Rs. 42.84 per share.

 

INFORMATION ABOUT THE TARGET COMPANY (HERBERTSONS LIMITED)  

14.   The Target Company was incorporated on September 29, 1936 under the Indian Companies Act, 1913. The Target Company has its registered office at Ewart House, 22, Homi Modi Street, Mumbai – 400023. As per the last audited accounts (as on March 31, 2002) of the Target Company, the paid up equity share capital was Rs. 952.21 lakh (after removing allotment money of Rs. 2,500 in arrears) comprising 95,22,323 equity shares of face value Rs 10/- each. There are no partly paid-up shares.

 

15.   The Target Company is engaged in the business of marketing and manufacture of liquor.

  16.   Since 1972, the UB Group of Companies has been and continues to be in management and control of Target Company.  

17.   Shares of the Target Company are listed on the following stock exchanges: The Stock Exchange Mumbai, The Delhi Stock Exchange Assn. Ltd., The Stock Exchange – Ahmedabad, Bangalore Stock Exchange.  

18.   As per the audited Balance Sheet of the Target Company as on March 31, 2002 and as per the Profit and Loss Account for the period ended March 31, 2002 the total income of the Target Company for the said period was Rs. 30,992.01 lakh, the profit after tax was Rs. 447.86 lakh (implying an earnings per share of Rs. 4.70 per share) and the net worth was Rs. 4,262.36 lakh (implying a book value of Rs. 44.76 per share). The Return on Networth for the period ended March 31, 2002 was 10.51%. 

REASONS FOR THE COUNTER OFFER AND FUTURE PLANS FOR THE TARGET COMPANY 

19.   The Counter Offer by the Acquirers is a competitive bid and has been made with the intention of consolidating the holding of the UB Group, the promoters of the Target Company, in the Target Company. The Acquirers are of the opinion that the combined strengths of the UB Group and HL would benefit shareholders of the Target Company in the long run.  

20.   As of date of this PA, the Acquirers do not have any plans to dispose of or otherwise encumber any assets of the Target Company in the next two years except in the ordinary course of business. Notwithstanding the immediately preceding sentence, it will be for the Board of Directors of the Target Company to take appropriate decisions in these matters as per the requirements and expediency of the business situation and in line with the opportunities from time to time; provided that Acquirers shall not sell, dispose of or otherwise encumber any substantial assets of the Target Company except with the prior approval of the shareholders and the Acquirers undertake to do so.  

STATUTORY / OTHER APPROVALS REQUIRED FOR THE COUNTER OFFER

 

21.   The Counter Offer is subject to the approval(s) as may be required from the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999, for acquiring shares tendered by non-resident shareholders including NRIs/ FIIs and OCBs.  The Acquirers intend to apply for the same after the acceptance is determined pursuant to the closure of the Counter Offer.  

22.   As Phipson proposes to acquire all the Shares validly tendered in the Counter Offer, as on the date of this PA, to the best of the knowledge of the Acquirers, there are no other approvals required to acquire equity shares that are tendered pursuant to this Counter Offer.  

23.   In the event that McDowell or UBHL are required to acquire the Shares validly tendered in the Counter Offer, they would require approval of their shareholders under section 372A of the Companies Act, 1956. In case of non-receipt of the said statutory approvals within time, SEBI has a power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirers agreeing to pay interest as directed by SEBI.  

DELISTING OPTION IS NOT APPLICABLE  

24.   Pursuant to this Counter Offer, the public shareholding will not reduce to 10% or less of the voting capital of the Target Company, and therefore the provisions of regulation 21(3) of the Regulations do not apply.  

FINANCIAL ARRANGEMENTS 

25.   The total financial resources for this Counter Offer, assuming full acceptance will be Rs. 86.00 crores (Rupees Eighty Six Crores only). The Acquirers by way of escrow arrangements has deposited an amount of Rs. 22.00 crores in an account with Corporation Bank, Industrial Finance Branch, Queen's Road, Bangalore 560 001 in accordance with the Regulations. This constitutes more than 25% of the consideration payable, assuming full acceptance at the Offer Price, as required by the Regulations.  

26.   The Manager to the Counter Offer has been duly authorised by the Acquirers to realise the value of the escrow (as described in the paragraph above) in terms of the Regulations.  

27.   The Acquirers have made firm arrangements for financial resources required to implement this Counter Offer and have passed resolutions by the Board of Directors to this effect. The resolutions have authorized earmarking amounts totaling Rs. 86.00 crores (Rupees Eighty Six Crores only), by a combination of the following: (i) the unconditional line of credit from Rabobank India Finance Private Limited for an amount of Rs. 45 crores (Rupees Forty Five Crores only), (ii) Amount of Rs. 21.20 crores (Rupees Twenty One Crores Twenty Lacs only) placed by way of a cash deposit with Corporation Bank, Industrial Finance Branch, Bangalore 560 001, (iii) the amount deposited as a cash deposit in escrow as outlined in paragraph 25, (collectively, “Firm Arrangements”) exclusively for the purpose of fulfilling the obligations under the Counter Offer and the proceeds of the said Firm Arrangements be used exclusively for the purpose of fulfilling the obligations under the Counter Offer. S. Vishnumurthy (Reg. No. 22715), partner of M/s Vishnu Ram and Company, 652, 80 Feet Road, Rajajinagar, Bangalore 560 010, chartered accountants and statutory auditors of Phipson Distillery Limited, have vide their certificate dated September 9, 2003, certified that adequate financial resources are available with the Acquirers for fulfilling the obligations for payment under the Counter Offer. The Manager to the Counter Offer confirms that on the basis of information available that adequate funds are available with the Acquirers to implement this Counter Offer in full.  

OTHER TERMS OF THE COUNTER OFFER 

28.   The letter of offer (the “LOF”) together with the Form of Acceptance cum Acknowledgement (“Acceptance Form”) will be mailed to those shareholders (except the Acquirers) whose names appear on the Register of Members of the Target Company as on the close of business on September 12, 2003 (“Specified Date”). The LOF along with the Acceptance Form is also expected to be available at SEBI’s website www.sebi.gov.in from the date on which the Counter Offer opens. Eligible persons to the Counter Offer may download these forms for their use.  

29.   Persons, who have acquired equity shares of the Target Company (irrespective of the date of purchase) but whose names do not appear in the register of members on the Specified Date (except the Acquirers), may also participate in the Counter Offer as outlined in the next paragraph. No indemnity is required from unregistered shareholders.  

30.   The shareholders of the Target Company, who wish to tender their Shares pursuant to this Counter Offer, will be required to send their acceptance in the form and manner specified in the LOF, together with their Share certificate(s), transfer deed(s) and/or such other documents as may be specified in the LOF, such that it is received by the Registrar on or before the date of closing of the Counter Offer, in accordance with the instructions contained in the LOF and the Acceptance Form. In case of non-receipt of the LOF, the shareholder may obtain a copy of the LOF from the SEBI website as mentioned earlier, or obtain a copy of the same from the Manager on providing suitable documentary evidence of acquisition of the said Shares. Alternatively they may participate in the Counter Offer by sending their consent to the Registrar on a plain paper stating the name, address, no. of shares held, no. of shares offered, distinctive nos., folio no., the original contract note issued by a registered share broker of a recognised stock exchange through whom such equity shares were acquired, along with the original Share Certificate(s) and transfer deed(s) duly signed and/or such other documents as may be specified, by hand delivery / by Registered Post, such that these are received by the Registrar on or before the close of the Counter Offer.  

31.   The Registrar will hold in trust, the Shares/Share Certificates, Acceptance Form, if any, and the transfer deed(s) on behalf of the shareholders of the Target Company who have accepted the Counter Offer, till the cheques/drafts for the consideration are despatched and unaccepted share certificates/ shares, if any are despatched/returned to the relevant Shareholders.  

32.   In case the number of Shares validly tendered in the Counter Offer by the shareholders of the Target Company are more than the Shares to be acquired under the Counter Offer, the acquisition of shares from each shareholder will be, as per the provisions of Regulation 21(6) of the Regulations, on a proportional basis in such a way that the acquisition from any shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot. The minimum marketable lot for the shares of the Target Company is 100 (one hundred).  

33.   It must be noted that as this Counter Offer is for a larger number of shares (43,00,000 shares) than that contemplated by the Original Bid (19,04,465 shares), a larger number of the shares tendered by a shareholder will be accepted in this Counter Offer as opposed to the Original Bid, assuming equal acceptances in both offers, and given that the shares of the Target Company are infrequently traded on the stock exchanges, in the opinion of the Acquirers, the Counter Offer presents a better opportunity for a exit by a shareholder.  

34.   The payment for the acquisition of the Shares will be made by the Acquirers in cash through a crossed account payee cheque/demand draft/pay order sent by registered post for amounts exceeding Rs.1500/- and by UPC otherwise to all shareholders whose Shares are validly tendered pursuant to this Counter Offer and are accepted by the Acquirers in accordance with the Regulations. The rejected share certificates would be sent by registered post.  

35.   The Counter Offer Programme is as under:

Activity

Date

Day

Specified Date

Sept 12, 2003

Fri

Last date for posting of LOF to shareholders

Oct 22, 2003

Wed

Counter Offer Opens on

Nov 3, 2003

Mon

Counter Offer Closes on

Dec 3, 2003

Wed

Last date for competitive bid

Sept 11, 2003

Thu

Last date for revising the Offer Price / number of shares

Nov 20, 2003

Thu

Last date for withdrawing acceptance of the Counter Offer

Nov 27, 2003

Thu

Last date for communicating acceptance/ rejection and payment of consideration for application accepted

Jan 2, 2004

Fri

 GENERAL 

36.   Shareholders who have accepted the Counter Offer by tendering the requisite documents, in terms of the PA/LOF, can withdraw the same upto three working days prior to the date of closure of the Counter Offer.  

37.   As per the Regulations, the Acquirers can revise the counter offer price and/or the number of shares proposed to be acquired under the counter offer upwards up to 7 working days prior to the closure of this counter offer and the revision, if any, in the offer price and/or number of shares to be acquired would be announced in the same newspapers where this public announcement has appeared and the revised price would be paid to all shareholders who tender their shares in this counter offer.  

38.   If there is a competitive bid:

(i)      The public offers 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, therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final price of each bid and tender their acceptance accordingly.  

39.   None of the Acquirers have been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of the SEBI Act.  

40.   A copy of this PA is expected to be available at SEBI’s website: www.sebi.gov.in.  

41.   Pursuant to regulation 13 of the Regulations, the Acquirers have appointed Kotak Mahindra Capital Company Limited, Mumbai, as the Manager to the Counter Offer. The Acquirers have appointed Computech Sharecap Limited, 147 Mahatma Gandhi Road, 3rd Floor, Opp. Jehangir Art Gallery, Fort, Mumbai – 400 023 (Contact Persons: Mr. Patrick Butelho/Ms. Shaila Borkar, Tele.: 022 – 2267 1824/25/26, Fax: 022 – 2267 0380, E-mail: herbertsons@computechsharecap.com) as the Registrar to the Offer.  

42.   The names and addresses of the Acquirers and PAC is as follows:

#

Name

Address

1

Phipson Distillery Limited

Le Parc Richmonde, 51 Richmond Road, Bangalore 560025

2

McDowell & Company Limited

51 Richmond Road, Bangalore 560025

3

United Breweries (Holdings) Limited

UB House, No. 1, Vittal Mallya Road, Bangalore 560001

 

43.   The Acquirers and PAC accept responsibility for the information contained in this PA, except for that information which pertains to the Target Company which has been compiled from publicly available sources, and also for the obligations of Acquirers laid down under the Regulations.  

Issued by the Manager to the Counter Offer for and on behalf of the Acquirers and PAC

 

Kotak Mahindra Capital Company Limited

Bakhtawar, 3rd Floor

Nariman Point, Mumbai 400021

Tel.: 91-22-5634 1100, Fax: 91-22-2284 0492

Contact Person: Ajay Vaidya, Vice President & Compliance Officer.

 

Date     : September 10, 2003

Place : Mumbai