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LETTER
OF OFFER THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION This
Letter of offer is sent to you as a shareholder(s) of Mather and Platt Pumps
Limited. If you require any clarifications about the action to be taken, you may
consult your stockbroker or investment consultant or Merchant Banker / Registrar
to the offer. In case you have recently sold your shares in the Company, please
hand over this Letter Of Offer and the accompanying Form of Acceptance cum
acknowledgement and Transfer Deed to the Member of Stock Exchange through whom
the said sale was effected.�
A corrigendum to
this effect was published in Business Standard, Navbharat and Pune Times
September 09,2005
|
Sr.
No. |
Subject |
Page
No. |
I. |
Disclaimer
Clause |
3 |
II. |
Details
of the Offer |
3 |
III. |
Background
of the Acquirers (including disclosure under regulation
21(3)) |
5 |
IV. |
Background
of the Target Company |
10 |
V. |
Offer
Price and Financial Arrangements |
13 |
VI. |
Terms
and Conditions of the Offer |
15 |
VII. |
Procedure
for Acceptance and Settlement |
17 |
VIII. |
Documents
for Inspection |
21 |
IX. |
Declaration
by the Acquirers |
21 |
KEY
DEFINITIONS | |
Acquirer |
WILO
AG |
ACP |
Allied
Centrifugal Pumps Private Limited, incorporated under the Companies Act,
1956 and having its registered office at D-583, C.R.Park, New Delhi � 110
019, India |
BSE
|
The
Stock Exchange, Mumbai |
Cash
Deposit |
The
amount of Euros held in the escrow account |
Confirming
Party |
Jumbo
World Holdings Limited, P O Box 2548, Dubai, UAE (Fax: 009714-3437397); it
is in overall management and control of the Promoter, Mather and Platt II
Limited holding controlling stake in the target
company. |
Deposit
Bank |
UTI
Bank having its branch at UTI Bank, Fort,
Mumbai |
Eligible
Shareholders |
Shareholders
eligible to participate in the open offer namely all shareholders in the
target company as on the specified date except the promoters and the
acquirers |
FEMA
|
Foreign
Exchange Management Act, 1999, as amended |
FIPB
|
Foreign
Investment Promotion Board |
Form
|
Form
of Acceptance-cum-Acknowledgement attached to this Letter of
Offer |
I
T Act |
Indian
Income-tax Act, 1961 |
Letter
of Offer |
This
Letter of Offer dated September 9,2005 |
Manager
to the Offer |
SBI
Capital Markets Limited |
MPPL |
Mather
and Platt Pumps Limited |
NA |
Not
Available |
Offer
|
Offer
being made by the Acquirers for acquiring up to 18,46,021 Shares
representing 20% of the Voting Capital from the Shareholders at the Offer
Price payable in cash |
Offer
Price |
Price
of Rs. 109.32 (Rupees One Hundred Nine and paise thirty-two only) per
Share |
Offer
Size |
18,46,021
Shares representing 20% of the Voting Capital |
PSE |
The
Pune Stock Exchange |
PA
|
Public
announcement of this Offer made on behalf of the Acquirers to the
Shareholders, which appeared on July 19, 2005 in Business Standard, Navbharat, Tarun
Bharat |
PAC |
Persons
Acting in Concert i.e., Allied Centrifugal Pumps Private Limited. |
Promoter |
Mather
and Platt II Limited, a company incorporated and existing in accordance
with the laws of India, with its office Chinchwad Works, Mumbai Pune Road,
Chinchwad (East), Pune - 411019, India Tel: + 91-20-27442100 Fax: +91-20
27442111 |
RBI
|
The
Reserve Bank of |
Registrar
to the Offer |
Karvy
Computershare Private Limited |
Regulations
|
Securities
and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and subsequent amendments thereto
(hereinafter also referred to as �the SEBI (SAST) Regulations�)
|
SEBI
|
The
Securities and Exchange Board of |
SEBI
Act |
The
Securities and Exchange Board of India Act, 1992 and subsequent amendment
thereto |
SPA |
Share
Purchase Agreement dated July 18, 2005 |
Share
|
Each
fully paid up equity share of MPPL having a face value of
Rs.10 |
Shareholders
|
Shareholders
of the Target Company |
Specified
Date |
July
19, 2005 being the date for the purpose of determining the names of the
Shareholders to whom the Letter of Offer will be
sent |
Stock
Exchanges |
BSE
and PSE |
Target
Company / MPPL |
Mather
and Platt Pumps Limited |
Voting
Capital |
Equity
share capital comprising 92,30,104 Shares of the Target Company as on the
date of PA (i.e. July 19, 2005) |
WILO |
WILO
AG, a company incorporated under the Aktiengesetz (AKTG) � German Law of
Stock Companies and Handelsgesetzbuch (HGB), German Code of Commerce and
having its Registered Office at Nortkirchenstrasse 100, D 44263, Dortmund,
Germany |
Pursuant
to and in compliance with the SEBI (SAST) Regulations, the Acquirer and the PACs
are making this Offer for 20% of the Voting Capital of MPPL. With 37.33 % of the
existing paid up capital of MPPL with the public, it is possible that equity
shares representing more than 20% of the Voting Capital of MPPL are tendered by
the shareholders. Where
the number of shares offered for sale by the shareholders are more than the
shares agreed to be acquired by Acquirers, the Acquirers shall, accept the
offers received from the shareholders on a proportional basis, in consultation
with the merchant banker, 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. Hence,
there is no certainty that all the shares tendered by the shareholders in the
Offer will be accepted by the Acquirer or the
The
Acquirer may not to be able to proceed with the Offer in the event the approvals
indicated above are not received in terms of Regulation 27 of SEBI (SAST)
Regulations. Delay, if any, in the receipt of these approvals may delay
completion of the Offer.
The risk factors set forth
above are not intended to cover a complete analysis of all risks as perceived in
relation to the Offer or in association with the Acquirers, but are only
indicative.
I.
DISCLAIMER
CLAUSE
IT
IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI
SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED,
VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI
FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS.
THIS
REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF MATHER AND PLATT PUMPS LIMITED
TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, PACs OR THE
COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD
ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRERS ARE PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS
LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS
BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, SBI CAPITAL MARKETS
LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED AUGUST 2, 2005 TO SEBI
IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER)
REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILING OF THE LETTER
OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF
OBTAINING SUCH STATUTORY CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THE
OFFER.
II.
DETAILS
OF THE OFFER
Background
of the Offer
1.
This
open offer (�Offer�) is being made by WILO AG. (�WILO�), and Allied Centrifugal
Pumps Private Limited (�ACP� and, collectively with WILO, �Acquirers�) pursuant
to and in compliance with, among others, regulations 10 and 12 of the
Regulations, for the purpose of substantial acquisition of Shares and voting
rights of the Target Company accompanied with change in control of the Target
Company. As on the date of the Public Announcement, neither the Acquirer nor the
PAC hold any Shares in the Target Company.
1.
The
Acquirer has entered into a Share Purchase Agreement (the SPA), dated July 18,
2005 with the promoters of the Target Company to acquire up to 57,84,097 Shares,
representing 62.67% of the voting equity capital of the Target Company. Pursuant
to the SPA, this offer is being made in compliance with Regulations 10 and 12 of
the Takeover Guidelines.
2.
The
agreement was entered into by and among Mather and Platt (India) Limited (as the
Promoter) [Address: 5th Floor, The International, Cross Road No. 1,
Marine Lines, Mumbai; Fax: +91-22-2206 5703] and WILO and ACP (as the acquirers)
and Jumbo World Holdings Limited (as the Confirming Party) [Address: P O Box
2548, Dubai, UAE; Fax: 009714-3437397]. The Confirming Party is in overall
management and control of the Promoter.
3.
The
Acquirers, sellers and the Target Company have not been prohibited by SEBI from
dealing in securities, in terms of direction issued under Section 11B or any
other regulations made under the SEBI Act.
4.
The
Acquirers may make requisite changes to the composition of the Board of
Directors of the Target Company as per business considerations and regulatory
requirements and shall take decisions in this regard, if any, after the
successful completion of the Offer.
Details
of the Offer
2.
In
accordance with regulation 14(4) of the Regulations, the Acquirers issued a
public announcement (�PA�) on July 19, 2005, which appeared in Business
Standard, Tarun Bharat and Navbharat. A copy of the PA is available
on SEBI�s website (www.sebi.gov.in).
A corrigendum with the revised dates was published on September 09, 2005 in
Business Standard, Navbharat and Pune
Times.
3.
This
Offer is to acquire up to 18,46,021 fully paid up equity shares (�Offer Size�)
of face value of Rs. 10 each (�Share�) of Mather and Platt Pumps Limited
(�Target Company�) representing 20% of the voting equity share capital of the
Target Company (�Voting Capital�) as on the date of the PA i.e. July 19, 2005 at
a price of Rs. 109.32 (Rupees One Hundred Nine and paise thirty-two Only) for
each Share of the Target Company (such price, the �Offer Price�), to be paid in
cash in accordance with the Regulations.
4.
This
offer is not conditional upon any minimum level of
acceptance.
5.
There
are no partly paid-up Shares in the Target Company.
6.
The
Acquirers have neither acquired any Shares since the date of the PA nor during
the 12-month period prior to the date of the PA.
7.
There
has been no competitive bid as on date.
8.
Subject
to the provision of
9.
The
Shares to be acquired under this Letter of Offer are to be free from all liens,
charges and encumbrances and will be acquired together with all rights attached
thereto.
10. This
Offer is made to all Shareholders of the Target Company except the Promoters,
Acquirers and PAC who are signatories to the SPA.
11. The
Letter of Offer is being sent to those Shareholders whose name(s) appeared in
the Register of Members of the Target Company at the close of business hours on
July 19, 2005, being the Specified Date, as required under the Regulations.
12. The
strategic goals of the acquisition are
(a)
to enable the production of
�state of the art systems� for water supply and drainage/sewage as well as for
refrigeration and air-conditioning of the existing WILO product program in
�
export
from
�
sales
in the Indian market in order to enable energy saving pumping
solutions.
(b)
to use the existing Indian
products of MPPL for applications for which WILO has no product fit today
(energy, chemical industry, irrigation) through the world-wide WILO sales
organization for these applications.
(c)
to use the knowledge of the
supplier market in
13. The
Offer is being made in accordance with regulations 10 and 12 of the Regulations
for the purpose of substantial acquisition of Shares and voting rights of the
Target Company accompanied with change in control of the Target Company.
14. As
of the date of this PA, the Acquirer does 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 of the Target Company, and except to the
extent required for the purpose of restructuring (including by way of
amalgamations, mergers, demergers, etc.) and/or rationalization of operations,
assets, investments, liabilities or otherwise of the Target Company.
Notwithstanding the foregoing, the Board of Directors of the Target
Company
will take appropriate decisions in these matters as per the requirements of
business and in line with the opportunities from time to time.
15. Other
than in the ordinary course of business, the Acquirer undertakes not to sell,
dispose of or otherwise encumber any substantial asset of the Target Company
except with prior approval of the shareholders of the Target
Company.
III.
BACKGROUND
OF THE ACQUIRERS
16. WILO,
together with ACP, wholly owned subsidiary of the WILO Group, proposes to
acquire up to 18,46,021 Shares representing 20% of the Voting
Capital.
17. The
details of WILO are as follows:
Particulars |
Acquirer |
Name |
WILO
AG (WILO) |
Address
|
NortkirchenstraBe
100 D
� 44263, |
Listed
on |
Not
Listed |
Group |
WILO
Group |
Management |
The
affairs of the company are managed by an Executive Board comprising Dr.
Horst D. Elsner, J�r�me Perrod and Dr. Thomas Schweisfurth and a
Supervisory Board comprising Prof. Dr. Rudi Noppen, Herbert H. Jacobi,
Jochen Opl�nder and others |
Relationship
|
As
of the date of this Public Announcement, the Acquirer has no shareholding
in the Target Company |
Share
Purchase Agreement |
SPA
dated July 18, 2005 (�the SPA�) was entered into by the Acquirers with the
Promoters of the Target Company to acquire up to 5,784,097 Shares,
representing 62.67% of the voting equity capital of the Target Company.
The Confirming Party is in overall management and control of the
Promoter. The
Acquirer agreed to purchase from the Promoter and the Promoter agreed to
sell the above mentioned number of shares at a price of Rs.
50,84,22,126.30 (Rs. fifty crores eighty-four lacs twenty-two thousand one
hundred and twenty-six and paise thirty only) arrived at by multiplying
Rs. 87.90 (Rupees eighty seven and paise ninety only) being the price per
share |
Primary
Business |
WILO
is in the business of producing pumps and its product range includes pumps
and pumping systems for heating, refrigeration, air conditioning, water
supply and sewerage. |
Compliance
with the applicable provisions of chapter II of
Regulations |
No
compliance applicable as on date |
18. Brief
History of WILO
WILO
is the 6th largest pump producer worldwide (source:study of Messrs. Dr. Wieselhuber & Partner
GmbH (dated 2005)). The foundation was 1872 as a company for installation of
heating and ventilation systems. The production of heating circulating pumps,
based on the worldwide first patent for such kind of pumps, started in
The
WILO Group today offers pumps and pumping systems for heating, refrigeration,
air-conditioning, water supply and sewage. The application sectors are
commercial buildings, communal facilities, industry and private homes. The
consolidated turnover of the group in 2004 was 660.8 million Euros and WILO is
worldwide present in 44 companies operating in 41 countries. WILO has production
companies in
Expanding rapidly in the past years,
19. Shareholding
pattern of WILO
As
on December 31, 2004, the holding pattern of the outstanding shares of WILO AG�s
common stock were as follows:
Shareholder |
Shares |
Ownership |
Oplander
Aktienpool GbR |
6,065,530 |
60.65 |
Jochen
Oplander |
3,814,470 |
38.14 |
Prof.
Dr. Rudi Noppen |
59,500 |
0.60 |
Dr.
Heinz-Gerd Stein |
21,500 |
0.22 |
Herbert
H. Jacobi |
13,400 |
0.13 |
Michel
Laroche |
13,200 |
0.13 |
Dr.
Horst D. Elsner |
10,300 |
0.10 |
Jerome
Perrod |
2,100 |
0.02 |
Source:
WILO
20. The
details of the Board of Directors of WILO AG as on the date of the PA are as
under:
Name |
Designation |
Qualification |
Date
of appointment |
Residential
address |
Years
of Experience |
Details
of experience |
Dr.
Horst D. Elsner |
CEO |
Graduate
in economics |
01.01.2005 |
Am
Weiher 14, D-50226 Frechen |
35 years |
1970
� 1988 Kl�ckner-Humboldt-Deutz AG 1989
� 1990 Kleindienst GmbH 1991
� 1996 Vaillant GmbH & Co KG 1996
� today WILO AG |
J�r�me
Perrod |
Member
of the Board |
Ecole
Polytechnique |
18.04.2002 |
3,
rue Marcel Loyau, F-92100 Boulogne |
15
years |
1990
� 1996 Val�o Electronique 1996
� today WILO AG |
Dr.
Thomas Schweisfurth |
Member
of Board |
Industrial
Engineer |
01.01.2005 |
Authariplatz
15, D-81545 M�nchen |
7
years |
1998
� 2003 Hilti, Head of Business Unit 2003
� 2004 Hilti, General Manager Benelux since
2005 WILO AG |
None
of these directors is a director of the Target Company
21. Share
capital of WILO as on December 31, 2004 was as under:
PARTICULARS |
(EUR
MILLION) |
Common
Stock, EUR 2.6 par value
Authorised -
10,000,000
shares
Issued
-
10,000,000 shares Additional
paid-in capital - nil |
26.0 26.0 NIL |
22. Consolidated
Financials of WILO:
All
financial statements presented below are audited and are stated in accordance
with the accounting rules stipulated in the German Commercial Code
(HGB).
(No
adjustments are required pursuant to the provisions of Annexure I, Item 11 of
the Standard Letter of Offer of SEBI)
Consolidated
Income Statement
|
|
HALF
YEAR ENDED 30-Jun-05 |
YEAR
ENDED 31-Dec-04 |
YEAR
ENDED 31-Dec-03 |
YEAR
ENDED 31-Dec-02 | |||||||||||||
|
|
EUR
million |
Rs.
lacs |
EUR
million |
Rs.
lacs |
EUR
million |
Rs.
lacs |
EUR
million |
Rs.
lacs | |||||||||
Income
from operations |
342 |
180613 |
661 |
348770 |
617 |
325441 |
557 |
294037 |
| |||||||||
Other
Income |
0.3 |
158 |
19 |
10081 |
19 |
9870 |
16 |
8286 |
| |||||||||
Total
Income |
343 |
180772 |
680 |
358851 |
635 |
335311 |
573 |
302324 |
| |||||||||
Total
Expenditure. |
305 |
160715 |
589 |
311033 |
566 |
298629 |
510 |
269231 |
| |||||||||
Profit
before Depreciation, Interest and Tax |
27 |
14092 |
91 |
47819 |
70 |
36682 |
63 |
33093 |
| |||||||||
Depreciation
and Amortisation |
11 |
5964 |
25 |
12984 |
26 |
13776 |
23 |
12245 |
| |||||||||
Interest
Expense |
2 |
1108 |
3 |
1795 |
4 |
1900 |
3 |
1372 |
| |||||||||
Profit
Before Tax |
25 |
12984 |
63 |
33040 |
40 |
21006 |
37 |
19476 |
| |||||||||
Provision
for Tax |
8 |
4434 |
22 |
11348 |
18 |
9289 |
13 |
7020 |
| |||||||||
Profit
After Tax |
16 |
8550 |
41 |
21693 |
22 |
11717 |
24 |
12456 |
| |||||||||
Consolidated
Balance Sheet
|
HALF YEAR ENDED 30-Jun-05 |
31-Dec-04 |
31-Dec-03 |
31-Dec-02 | ||||
EUR
million |
Rs.
lacs |
EUR
million |
Rs.
lacs |
EUR
million |
Rs.
lacs |
EUR
million |
Rs.
lacs | |
SOURCES OF
FUNDS |
|
|
|
|
|
|
|
|
Paid-up
Share Capital |
26 |
13723 |
26 |
13723 |
26 |
13723 |
26 |
13723 |
Reserves
and Surplus (excluding revaluation reserve) |
133 |
70303 |
139 |
173575 |
106 |
55683 |
96 |
50616 |
Net
worth |
159 |
84026 |
165 |
87298 |
132 |
69406 |
122 |
64339 |
Secured
Loans |
81 |
42488 |
67 |
35257 |
69 |
36313 |
40 |
20594 |
TOTAL |
240 |
126514 |
232 |
122555 |
200 |
105718 |
162 |
85293 |
USES
OF FUNDS |
|
|
|
|
|
|
|
|
Net
Fixed Assets |
119 |
62914 |
123 |
64656 |
123 |
65078 |
93.7 |
49455 |
Investments |
0 |
0 |
4 |
2111 |
0 |
0 |
0.4 |
211 |
Net
Current assets |
121 |
63600 |
106 |
55788 |
77 |
40641 |
67.5 |
35626 |
TOTAL |
240 |
126514 |
232 |
122555 |
200 |
105718 |
162 |
85293 |
Other
Financial Information
|
HALF
YEAR ENDED |
YEAR
ENDED | ||||||
|
30-Jun-05 |
31-Dec-04 |
31-Dec-03 |
31-Dec-02 | ||||
|
EUR |
Rs. |
EUR |
Rs. |
EUR |
Rs. |
EUR |
Rs. |
Dividend
Declared (%) |
|
63.1 |
30.4 |
27 | ||||
Earning
Per Share |
3.24* |
1.710* |
4.11 |
217 |
2.22 |
117 |
2.36 |
125 |
Return
on Net Worth (%) |
20.35* |
24.85 |
16.88 |
19.36 | ||||
Book
Value Per Share |
15.92 |
840 |
16.54 |
873 |
13.15 |
694 |
12.19 |
643 |
*annualised
Note
: Exchange rate used is the RBI reference rate as on July 15, 2005 � Rs.
52.78/EUR
23. Earlier
acquisitions in Target Company made by WILO.
The Acquirers have not acquired any Shares of the Target Company in the last 12 months.
24. The
consolidated financial statements of WILO include the financial statements of
its subsidiaries in accordance with the accounting rules stipulated in the
German Commercial Code (HGB).
25. Details
of ACP are as under:
Particulars |
Acquirer |
Name |
Allied
Centrifugal Pumps Private Limited |
Address
|
D-
583, C R Park |
Listed
on |
Not
Listed |
Group |
WILO
Group |
Management |
Wholly-owned
subsidiary of the WILO Group |
Relationship
|
As
of the date of this Public Announcement, the Acquirer has no shareholding
in the Target Company |
Primary
Business |
ACP
is in the business of producing pumps and its product range includes pumps
and pumping systems for heating, refrigeration, air conditioning, water
supply and sewerage. |
Compliance
with the applicable provisions of chapter II of
Regulations |
No
compliance applicable as on date |
26. Brief
history of ACP
ACP
started its operation in
27. Financial
Information of ACP for the last three financial years is as under:
Amounts
in Rs. Lacs | |||
Financial
Year Ended � |
31-Mar-05 |
31-Mar-04 |
31-Mar-03 |
Income
from operations |
685 |
632 |
342 |
Other
Income |
18 |
16 |
10 |
Total
Income |
702 |
647 |
353 |
Total
Expenditure. |
599 |
532 |
313 |
Profit
before Depreciation, Interest and Tax |
104 |
116 |
40 |
Depreciation
and Amortisation |
3 |
3 |
2 |
Profit
Before Tax |
100 |
113 |
39 |
Provision
for Tax |
40 |
28 |
6 |
Profit
After Tax |
60 |
85 |
33 |
Consolidated
Balance Sheet
|
|
Amounts
in Rs. Lacs | |
Financial
Year Ended � |
31-Mar-05 |
31-Mar-04 |
31-Mar-03 |
SOURCES
OF FUNDS |
|
|
|
Paid-up
Share Capital |
6 |
6 |
6 |
Reserves
and Surplus (excluding revaluation reserve) |
32 |
115 |
43 |
Net
worth |
38 |
121 |
49 |
Unsecured
Loans |
15 |
16 |
9 |
TOTAL |
53 |
136 |
65 |
USES
OF FUNDS |
|
|
|
Net
Fixed Assets |
26 |
24 |
16 |
Net
Current assets |
27 |
112 |
49 |
Miscellaneous
Expenditure (to the extent not written off) |
0 |
0 |
0 |
TOTAL |
53 |
136 |
65 |
Other
Financial Information
Financial
Year Ended � |
31-Mar-05 |
31-Mar-04 |
31-Mar-03 |
Dividend
Declared (%) |
2035% |
200% |
100% |
Earning
Per Share (Rs.) |
100.02 |
141.42 |
54.07 |
Return
on Net Worth (%) |
159.20 |
70.67 |
66.54% |
Book
Value Per Share (Rs.) |
62.83 |
200.11 |
81.26 |
28. ACP
has not promoted any company as on the date of this Letter of
Offer.
29. Except
for ACP (acquiring Shares tendered in the Offer), none of the other companies
controlled by WILO are directly related in any manner to the
Offer.
30. The
details of the Board of Directors of ACP as on the date of this Letter of Offer
are as under
Name |
Designation |
Qualification |
Date
of Appointment |
Residential
Address |
Years
of experience |
Details
of Experience |
Jean,
Domice, Paul, PLE |
CEO |
ECP
Ingineer |
29.4.2005 |
11,
rue Eliane (14000) CAEN
France |
32
years |
1973-1978 VALLOUREC Technical Manager in
hot pressing factory 1978-1984 THOMSON Production Manager in
fridges factory 1984-1995 MOULINEX Industrial
Manager 1995-2005 POMPES SALMSON SAS Industrial Manager and PBU Water
Supply Manager 2005-
WILO GROUP
International Industrial Manager |
Bertrand,
Denis, Joseph Duval |
Member
of the Board |
Graduate
in Economics (Business school : "Ecole Sup�rieure de Commerce de Paris"
-1975) |
29.4.2005 |
35
rue de la Croix de Fer, F-78100 Saint-Germain-en-Laye |
28
years |
1977-1981 GENERAL ELECTRIC :
Auditor 1981-1985 SCHLUMBERGER ,
Controller 1985-1988 THOMSON CONSUMER ELECTRONICS
(THOMSON Group - listed on PSE) Controlling Director 1988-1993 SOUDURE AUTOGENE ( AIR
LIQUIDE Group - listed company on PSE) : Finance
Director) 1993-1994 AFE (Foundry - listed
company on |
Himadri
Sen |
Member
of Board |
B.E.
(Mechanical) from Birla Institute of Technology, P.G.D.C.M ( IIM,
|
5.9.1995 |
5/
F Hastings Court, Tower A, 96, Garden Reach Road, Calcutta
700023 |
33 years |
1972-74 Rallis India LTd
- Sales Engineer 1974-93 Joined Graduate
Trainee Engineer in 1974. Left in 1993 as Senior General
Manager 1993-95 Best &
Crompton Engineers Ltd, Vice President of Pump Division 1995
- till date Director,
Allied Centrifugal Pumos Pvt Ltd |
31. Disclosure
in terms of Regulation 16(ix)
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 of the Target
Company, and except to the extent required for the purpose of restructuring
(including by way of amalgamations, mergers, demergers, etc.) and/or
rationalization of operations, assets, investments, liabilities or otherwise of
the Target Company. Notwithstanding the foregoing, the Board of Directors of the
Target Company will take appropriate decisions in these matters as per the
requirements of business and in line with the opportunities from time to
time.
Other
than in the ordinary course of business, the Acquirers undertake not to sell,
dispose off or otherwise encumber any substantial asset of the Target Company
except with prior approval of the shareholders.
32. Option
in Terms of Regulation 21(3)
This Offer is for acquisition
of a maximum of a maximum of 1,846,021 equity shares representing 20% of the
Share Capital of the Target Company. The Acquirers have entered into a Share
Purchase Agreement (SPA) with the Promoters of the Target whereby, the Acquirers
are entitled to purchase 5,784,097 Shares representing up to 62.67% of the
voting equity capital of the Target Company. The company is required to maintain
a minimum of 25% non-promoter holding for continuous listing. The Acquirers will
ensure that pursuant to the Open Offer the aggregate holding of the Acquirers in
the Target Company will be in accordance with the guidelines relating to the
limit specified for the purpose of listing on continuous basis in terms of the
Listing Agreement with the stock exchanges.
IV.
BACKGROUND
OF THE TARGET COMPANY (BASED ON PUBLIC INFORMATION)
33. Mather
& Platt Pumps Ltd. was originally incorporated in
34. Share
Capital of the Target Company as on the date of PA.
|
No.
of
Shares/ voting rights |
%
of shares/voting rights |
Fully
paid up equity shares |
92,30,104 |
100% |
Partly
paid up equity shares |
NIL |
- |
Total
paid up equity shares |
92,30,104 |
100% |
Total
voting rights in Target company |
92,30,104 |
100% |
35. Build-up
of the current capital structure of the Target Company since
inception
Sr.
No. |
Particulars |
No
of shares allotted/ cancelled |
Date
of allotment/Cancelled |
Total
No. of Shares |
1 |
Initial
Capital |
200 |
17.10.1996 |
200 |
2 |
After
Scheme of Arrangement with Mather and Platt ( |
11343308 |
17.10.2001 |
11343508 |
3 |
After
Scheme of Arrangement for cancellation of shares and conversion in to
debentures. |
2113404 |
30.06.2003 |
9230104 |
36. The
trading in shares of the Target Company have never been suspended on any of the
stock exchanges.
37. All
Shares of the Target Company are listed on both BSE and
PSE.
38. The
Target Company has complied with all the listing requirements of BSE and PSE and
no penal / punitive actions have been taken against MPPL in the past by these
stock exchanges.
39. Neither
the Target Company nor the sellers have been prohibited by SEBI from dealing in
securities in terms of directions issued under Section 11B of the SEBI Act or
under any of the regulations made under the SEBI Act.
40. The
Board of Directors of the Target Company, as of the date of the PA, is as
under:
Sr.
No. |
Name |
Designation |
Qualification |
Date
of Appointment |
Residential
Address |
Details
of Experience |
1 |
Ms.
Vidya M. Chhabria |
Chairperson Nominee
Director of Mather & Platt II Ltd. |
Industrialist Grad. |
22.04.2002 |
Jumbo
House P.
O. Box No.3426, Riqa Deira, |
Industrialist |
2 |
Ms.
Komal Chhabria Wazir |
Nominee
Director of Mather & Platt II Ltd. |
Industrialist Grad. |
14.09.2001 |
38,
Hill Park, 1st Floor, Opp. Malbar Hill Telephone Exchange,
Graham Bell Marg, Mumbai � 400 006 |
10
years |
3 |
Mr.
P. M. Nene |
Director |
B.Tech,
MBA |
14.09.2001 |
714,
Golden Sands I |
28
Years |
4 |
Mr.
Ravindra Pal Bhatia |
Executive
Director |
B.E.
Mech. |
20.11.2003 |
Godrej
Sherwood Apartment, 32, 3rd Floor, Wakdewadi,
Pune |
31
Years |
5 |
Mr.
Ravindra K. Raje |
Director |
Chartered
Accountant |
15.05.2005 |
6,
Ashirwad. B. W. Pathare Marg, Mumbai � 400
028 |
30
Years |
41. As
per the information received from the Target Company, there have been no
mergers, demergers and / or spin-offs involving the Target Company during the
three years prior to the date of the PA.
42. The
standalone financials of the Target Company (as per the prescribed format) are
as under
Income
Statement
Rs.
Lacs |
Year
Ended | ||
Profit
& Loss Statement |
31-Mar-05 |
31-Mar-04 |
31-Mar-03 |
Income
from operations |
8946 |
6233 |
6928 |
Other
Income |
197 |
214 |
243 |
Total
Income |
9143 |
6448 |
7170 |
Total
Expenditure. |
8291 |
5811 |
7886 |
Profit
Before Depreciation Interest and Tax |
852 |
636 |
-716 |
Depreciation
|
116 |
120 |
117 |
Interest
|
358 |
413 |
485 |
Profit
Before Tax |
378 |
103 |
-1317 |
Provision
for Tax |
313 |
62 |
489 |
Profit
After Tax |
65 |
41 |
-828 |
Balance Sheet
Rs.
Lacs |
Year
Ended | ||
31-Mar-05 |
31-Mar-04 |
31-Mar-03 | |
Paid
up share capital |
923 |
923 |
1134 |
Reserves
and Surplus (excluding revaluation reserves) |
568 |
526 |
509 |
Networth |
1491 |
1449 |
1643 |
Secured
loans |
1284 |
1438 |
1522 |
Unsecured
loans |
124 |
377 |
366 |
Total
|
2899 |
3264 |
3531 |
Uses
of funds |
|
|
|
Net
fixed assets |
1202 |
1251 |
1363 |
Investments |
125 |
407 |
460 |
Net
current assets |
5 |
21 |
26 |
Total
miscellaneous expenditure not written off |
1521 |
1500 |
1681 |
Total |
2899 |
3264 |
3531 |
Other Financial Data
|
31-Mar-05 |
31-Mar-04 |
31-Mar-03 |
Dividend
(%) |
NIL |
NIL |
NIL |
Earning
Per Share (Rs.) |
0.70 |
0.42 |
-(9.10) |
Return
on Net Worth |
4.34% |
2.83% |
-50.40% |
Book
Value Per Share (Rs.) |
16.15 |
15.70 |
17.80 |
43. Pre
and post Offer shareholding pattern of the Target Company based on the Voting
Capital is as follows:
Shareholders�
category |
Shareholding
& voting rights prior to the agreement/ acquisition and
offer. |
Shares
/voting rights agreed to be acquired which triggered off the
Regulations. |
Shares/voting
rights to be acquired in open offer (Assuming full
acceptances) |
Share
holding / voting rights after the acquisition and offer. i.e. |
|||||
|
(A) |
(B) |
(C) |
(A)+(B)+(C)=(D) |
|||||
|
No. |
% |
No. |
% |
No. |
% |
No. |
% |
|
(1)
Promoter gp. |
|
|
|
|
|
|
|
|
|
a)
Parties to agreement, if any |
5784097 |
62.67 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
b)
Promoters other than (a) above |
498 |
0 |
Nil |
Nil |
Nil |
Nil |
498 |
0 |
|
Total
1(a+b) |
5784595 |
62.67 |
Nil |
Nil |
Nil |
Nil |
498 |
0 |
|
(2)
Acquirers |
Nil |
Nil |
5784097 |
62.67 |
1846021 |
20 |
7630118 |
82.67 |
|
a) Main
Acquirer |
|
|
- |
- |
- |
- |
- |
- |
|
b)
PACs |
|
|
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
Total
2(a+b) * |
Nil |
Nil |
5784097 |
62.67 |
1846021 |
20 |
7630118 |
82.67 |
|
(3)
Parties to agreement other than(1) (a) & (2) |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
(4)
Public |
|
|
|
|
|
|
|
|
|
a) FIs/MFs/FIIs/Banks,
SFIs (indicate names- given below) |
4800 |
0.04 |
|
|
|
|
|
|
|
b) Others |
3440709 |
37.29 |
|
|
|
|
|
|
|
(Indicate
the total number of shareholders in �Public category) |
|
|
|
|
|
|
|
|
|
Total
(4)(a+b) |
3445509 |
37.33 |
Nil |
Nil |
Nil |
Nil |
1599488 |
17.33 |
|
GRAND
TOTAL (1+2+3+4) |
9230104 |
100 |
|
|
|
|
9230104 |
100 |
*
The Share Purchase Agreement (SPA) provides for the acquisition by the Acquirer
of a maximum of 57,84,097 shares from the Promoters of the Target Company, which
represents 62.67% of the existing share capital of the Company. Depending upon
the response to the open offer made in terms of this letter of offer, the
acquirer will purchase as many shares from the promoters of the target company
(subject to the maximum specified in the SPA) as would enable the Target Company
to comply with continuous listing requirements as per the listing agreement that
it had entered into with the stock exchanges.
Total
number of Shareholders - 7917
44. Change
in the shareholding of the promoters (No. of Shares)*
|
31-3-03 |
31-3-04 |
31-3-05 |
No.
of shares held by promoter |
5,784,097 |
5,784,097 |
5,784,097 |
%
of holding |
50.99 |
62.67** |
62.67 |
*
As per the information received from the Target Company, holding of promoters is
shown to conform technically to the Regulations even though MPPL is widely held,
professionally managed Company. Further, other than the Acquirers and ACP
Limited, the Offer is made to all Shareholders including the promoters disclosed
as above.
**
change in percentage is due to scheme of Arrangement for cancellation of
shares
45. Corporate
Governance
The
Target Company has over the years strived to implement a system of good
corporate governance with an objective to increase value for its Shareholders,
customers, employees, the government and all other stakeholders. As per the
information received from the Target Company, there was no non-compliance by the
Target Company and no penalties or strictures were imposed on the Target Company
by the stock exchanges or SEBI or any statutory authority on any matter related
to the capital markets during the last three years.
46. Pending
Litigations
The
Target Company has no material litigation pending against it in any Court in
47. Compliance
Officer
Mr. Sandeep Sabharwal,
Company Secretary [Address: A-2/23, Kunal
Estate Chinchwad, Pune
Tel: +91-20-27442100; Email: ssabharwals@pun.matherplatt.co.in].
V.
OFFER
PRICE AND FINANCIAL ARRANGEMENTS
48. The
Shares of the Target Company are frequently traded on BSE.
49. The
annualized trading turnover during the period January 2005 to July 2005, the six
calendar months prior to July (the month in
which PA was made), was as follows:
Name
of the Stock Exchange |
Total
number of shares traded during the preceding 6 calendar months prior to
the month of the PA (six months ending June
2005) |
Total
number of listed Shares |
Annualised
trading turnover (as % of total number of listed
shares) |
BSE |
3932226 |
9230104 |
85.20% |
PSE |
NIL |
NIL |
NIL |
Source:
www.bseindia.com
and The Pune Stock Exchange Limited
50. As
the annualized trading turnover (by number of Shares) on BSE is more than that
on PSE, the Shares of the Target Company are deemed to
be most frequently traded on BSE as per the explanation to regulation 20(5) of
the Regulations.
51. The Offer Price of Rs. 109.32
per Share is justified in terms of regulation 20 of the Regulations as it is
higher than:
a)
The
average of the weekly high and low of daily closing prices for Shares of
the Target Company on BSE for the 26 weeks before the date of the
PA b)
The
average of the daily high and low of the Shares of the Target Company on
BSE for the two week period before the date of the
PA c)
The
highest price paid by the Acquirers or persons acting in concert with them
for acquisition, if any, including by way of allotment in a public or
rights or preferential issue during the 26 weeks before the date of the
PA d)
The
negotiated price |
Rs.
67.41/Share Rs.
109.32/Share Not
Applicable Rs.
87.90/Share |
It may be noted that the
shares of the target company have not been traded over the 26 week period
preceding the Public Announcement. Accordingly, the offer price is being further
justified on the basis of the following parameters:-
Industry P/E *
�
39.68
Company EPS
� Rs 0.70
Company EPS x Industry P/E
� Rs 27.78
Company Book value/ Share
� Rs 16.15
Company�s Return on Net Worth
(RONW) �
4.34%
* Source: Annual Report of
MPPL and Capital Line
52. The details of closing prices
and volume on BSE for the 26-week period prior to the date of the PA are as
under:
Week
No. |
Week
Ending |
High
(Rs.) |
Low
(Rs.) |
Average
(Rs.) |
Volume |
1 |
24-Jan-05 |
35.20 |
33.00 |
34.10 |
15002 |
2 |
31-Jan-05 |
40.55 |
36.15 |
38.35 |
35423 |
3 |
7-Feb-05 |
43.20 |
40.20 |
41.70 |
43721 |
4 |
14-Feb-05 |
40.35 |
38.20 |
39.28 |
38695 |
5 |
21-Feb-05 |
37.65 |
36.30 |
36.98 |
28731 |
6 |
28-Feb-05 |
39.90 |
36.60 |
38.25 |
32725 |
7 |
7-Mar-05 |
47.55 |
41.85 |
44.70 |
94082 |
8 |
14-Mar-05 |
49.80 |
45.00 |
47.40 |
241453 |
9 |
21-Mar-05 |
51.10 |
47.15 |
49.13 |
176576 |
10 |
28-Mar-05 |
48.45 |
46.55 |
47.50 |
52332 |
11 |
4-Apr-05 |
53.35 |
45.55 |
49.45 |
32467 |
12 |
11-Apr-05 |
59.35 |
56.00 |
57.68 |
64377 |
13 |
18-Apr-05 |
59.85 |
57.70 |
58.78 |
59949 |
14 |
25-Apr-05 |
85.65 |
58.60 |
72.13 |
90284 |
15 |
2-May-05 |
79.95 |
75.55 |
77.75 |
189971 |
16 |
9-May-05 |
86.90 |
70.35 |
78.63 |
84559 |
17 |
16-May-05 |
90.75 |
81.30 |
86.03 |
37426 |
18 |
23-May-05 |
100.50 |
93.75 |
97.13 |
134720 |
19 |
30-May-05 |
94.40 |
84.00 |
89.20 |
71143 |
20 |
6-Jun-05 |
87.20 |
83.70 |
85.45 |
26243 |
21 |
13-Jun-05 |
84.60 |
80.05 |
82.33 |
24781 |
22 |
20-Jun-05 |
96.75 |
82.75 |
89.75 |
87094 |
23 |
27-Jun-05 |
100.00 |
85.20 |
92.60 |
173250 |
24 |
4-Jul-05 |
94.90 |
90.90 |
92.90 |
257336 |
25 |
11-Jul-05 |
112.80 |
89.80 |
101.30 |
435405 |
26 |
18-Jul-05 |
134.95 |
113.70 |
124.33 |
1404481 |
Average |
67.41 |
|
Source: www.bseindia.com
The
details of intra-day price and volume on BSE for the 2-week period prior to the
date of the PA are as under:
Day
Number |
Date |
High
(Rs.) |
Low
(Rs.) |
Average
(Rs.) |
Volume |
(Number
of Shares) | |||||
1 |
5-Jul-05 |
90.15 |
91.20 |
90.68 |
36975 |
2 |
6-Jul-05 |
85.10 |
89.80 |
87.45 |
19957 |
3 |
7-Jul-05 |
90.50 |
98.75 |
94.63 |
144836 |
4 |
8-Jul-05 |
98.00 |
102.60 |
100.30 |
77925 |
5 |
11-Jul-05 |
105.00 |
112.85 |
108.93 |
155712 |
6 |
12-Jul-05 |
110.00 |
114.65 |
112.33 |
438070 |
7 |
13-Jul-05 |
126.10 |
110.00 |
118.05 |
516193 |
8 |
14-Jul-05 |
124.75 |
112.00 |
118.38 |
178077 |
9 |
15-Jul-05 |
131.95 |
120.95 |
126.45 |
167412 |
10 |
18-Jul-05 |
139.90 |
132.05 |
135.98 |
104729 |
Average |
109.32 |
|
Source:
www.bseindia.com
53. There is no non-compete
agreement entered into by the Acquirers with respect to the
Offer.
54. Based on the above and in the
opinion of the Managers to the Offer and the Acquirers, the Offer Price is
justified as per Regulation 20(4) and 20(5) of the
Regulations.
55. As per the Regulations, the
Acquirers can revise the Offer Price / Offer Size upwards up to 7 working days
prior to the closure of this Offer and the revision, if any, would be announced
in the same newspapers where the PA has appeared and the revised price will be
paid for all Shares acquired pursuant to this Offer.
56. The Acquirers shall not
acquire any Shares after the date of PA up to 7 working days prior to the close
of the Offer, except those tendered and accepted in the
Offer.
Financial
Arrangements
57. The
total financial resources required for this Offer, assuming full acceptance,
will be Rs. 20,18,07,015.72 (Rupees Twenty crores eighteen lacs seven thousand
fifteen and paise seventy two only) (�Maximum Consideration�). The Acquirers
will fund the Offer out of their internally generated funds. By way of security
for performance of their obligations under the Regulations, the Acquirers have
executed a bank guarantee (no. 350BGI0500061) from Deutsche Bank, Lindenallee
29, 45127 Essen, Federal Republic of Germany, in favour of SBI Capital Markets
Limited for an amount of Euro 3,680,000 (Euro three million six hundred and
eighty thousand only) representing an amount of Rs. 19,42,30,400 (Rupees
nineteen crore forty-two lakhs thirty thousand four hundred only at an exchange
rate of Euro 1= Rs. 52.78) which is more than 25% of the consideration payable
to shareholders, assuming full acceptance. . The said bank guarantee is valid
till January 15, 2006. Thus, firm arrangement for financial resources required
to implement the offer is already in place.
58. In
compliance with Regulations 28(10) of the Takeover Guidelines, the Acquirers
have also opened an escrow account with UTI Bank, Fort, Mumbai, wherein they
have deposited Rs. 20,20,000 (Rupees twenty lacs twenty thousand only)
representing more than 1% of the Maximum Consideration.
59. Subsequent
to the PA and before the Offer opens, subject to the requisite RBI approval, the
Acquirers will open an Escrow Account in India, with a Scheduled Commercial Bank
wherein a deposit of Rs. 20,18, 07,016 (Rupees twenty crore eighteen lacs seven
thousand and sixteen only) is proposed to be made. Upon the funding of the said
Escrow Account by the above amount, the Bank Guarantee issued to SBI Capital
Markets Ltd. by Deutsche Bank will be terminated. On the basis of the aforesaid
financial arrangements and based on the confirmation from the Bank and the
certificate from the Accountants, the Manager to the Offer confirms that
adequate and firm financial resources are available with the Acquirers through
verifiable means to implement this Offer in full and in accordance with the
Regulations.
VI.
TERMS
AND CONDITIONS OF THE OFFER
60. This Offer is being made to
all Shareholders / beneficial owners (registered or otherwise) of Shares of the
Target Company, except the Acquirer and
61. The Acquirers will acquire
the Shares, free from all liens, charges and encumbrances and together with all
rights attached thereto, including the right to all dividends, bonus and rights
declared hereafter. There are no locked-in Shares in the Target
Company.
62. To the extent of the Offer
Size, all Shares of the Target Company that are validly tendered pursuant to
this Offer are proposed to be acquired by the Acquirers.
63. The Regulations provide for
an upward revision of the Offer Price and the number of Shares to be acquired,
at any time up to seven working days prior to the closure of the Offer viz. up
to September 26, 2005 and allows withdrawal of the Offer under certain
circumstances. Any such revision / withdrawal would be informed by way of an
announcement in the same newspapers where the PA appeared. In case of revision,
the revised price will be payable by the Acquirers for all Shares that are
validly tendered pursuant to the Offer.
64. Each equity Shareholder of
the Target Company to whom this Offer is being made is free to offer his
shareholding in the Target Company in whole or in part while accepting this
Offer. The acceptance must be unconditional and should be absolute and
unqualified.
65. Shareholders who hold Shares
in physical form and who wish to
tender their Shares will be required to send the form of Acceptance-cum-
Acknowledgement, duly signed and completed in the manner specified therein
together with all the necessary documents, as specified in section 72 of this
Letter of Offer entitled �Procedure for Acceptance and Settlement�, to the
Registrar to the Offer at any of its collection centers, mentioned under section
78 of this Letter of Offer, either by hand delivery during Business Hours
(Monday to Friday- 11 AM to 3 PM and Saturdays 11 AM to 1 PM) or by registered post so that
the same are received on or before the closing date i.e. October 5, 2005
66. In respect of dematerialised Shares the credit for
the Shares tendered must be received in the special account (as specified in
section 72) on or before 5 p.m. Indian Standard Time on, October 5, 2005.
67. The Acquirers will not be
responsible in any manner for any loss of share certificate(s) and/or Offer
acceptance documents during transit and the Shareholders are advised to
adequately safeguard their interest in this regard. In case of any lacunae
and/or defect or modifications in the documents/forms submitted, the acceptance
is liable to be rejected.
68. In case of non-receipt of
this Letter of Offer, the eligible Shareholder may
send his consent, to the Registrar to the Offer, on a plain paper stating the
name, address, number of Shares held, distinctive numbers, folio number, number
of Shares offered, along with the necessary documents (as mentioned in section
72) so as to reach the Registrar to the Offer on or before the closure of the
Offer.
69. The instructions,
authorizations and provisions contained in the Form of Acceptance cum
Acknowledgement constitute part of the terms of this Letter of
Offer.
STATUTORY
APPROVALS
70. The Statutory Approvals
pertaining to the Offer are as under:
1) The Offer is subject to the approval of the Foreign Investment Promotion Board (�FIPB�) and RBI required to acquire Shares tendered pursuant to this Offer. The Acquirers have applied to FIPB and are in the process of applying to RBI for necessary approvals. Besides the above, to the best of the knowledge of the Acquirer, no other approvals are required to acquire shares tendered pursuant to this Offer. However the Offer will be subject to all statutory approvals as may be applicable.
2) No approvals are required from financial institutions/ banks for the Offer. To the best of knowledge of the Acquirers and as on the date of the PA, there are no other statutory approvals required to acquire the Shares that are validly tendered pursuant to this Offer. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals. The Acquirers will have a right not to proceed with the Offer in the event the statutory approvals indicated above are refused in terms of regulation 27 of the Regulations.
3) It may be noted that in case of non-receipt of 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 paying interest for the delay beyond 15 days from the date of the closure of the Offer, as directed by SEBI under regulation 22(12) of the Regulations. In case of extension of time for payment of consideration, interest will be payable as per the provisions of regulation 22(12) of the Regulations.
VII.
PROCEDURE
FOR ACCEPTANCE AND SETTLEMENT
71. The Shareholders, who wish to avail of and accept this Offer should deliver the documents mentioned below by Registered Post with acknowledgement due or in person or by courier, so as to reach the Registrar to the Offer or the Registrar�s Collection Centers at the addresses mentioned in this Letter of Offer before 5 pm Indian Standard Time on October 5, 2005 or such other extended date in case there is any competitive bid. Shareholders are advised to ensure that the Form of Acceptance-cum-Acknowledgement and other documents are complete in all respects otherwise the same is liable to be rejected. In the case of dematerialized Shares, the Shareholders are advised to ensure that their Shares are credited in favour of the special depository account, before the close of the Offer. The Form of Acceptance-cum-Acknowledgment of such dematerialised Shares not credited in favour of the special depository account before the close of the Offer is liable to be rejected.
72. Documents to be delivered by all Shareholders
(a)
For
Shares held in the DEMATERIALIZED FORM
(i)
Form
of Acceptance-cum-Acknowledgement duly completed and signed in accordance with
the instructions contained therein by all the beneficial holders of the Shares,
as per the records of the Depository Participant (�DP�).
(ii)
Photocopy
of the Delivery Instruction in �Off-market� mode or counterfoil of the delivery
instruction slip in �Off-market� mode, duly acknowledged by the DP. The details
of the special depository account are as follows:
DP
Name |
Karvy
Consultants Limited |
DP
ID Number |
IN
302470 |
Beneficiary
Account Number |
40196306 |
Market |
Off
market |
Date
of credit |
On
or before October 5, 2005 |
Please note the following:
(i)
For
each delivery instruction, the beneficial owner should submit a separate Form of
Acceptance.
(ii)
The
Registrar to the Offer is not bound to accept those acceptances for which
corresponding Shares have not been credited to the above special account or for
Shares that are credited in the above special account but the corresponding Form
of Acceptance has not been received as on the date of closure of the
Offer.
(b)
In
case of Shares held in the PHYSICAL MODE by REGISTERED
SHAREHOLDERS:
(i)
Form
of Acceptance-cum-Acknowledgement duly completed and signed in accordance with
the instructions contained therein, by all Shareholders. In case of Shares held
in joint names, names should be filled up in the same order in which they hold
Shares in the Target Company. This order cannot be changed or altered nor can
any new name be added for the purpose of accepting the
Offer;
(ii)
Original
equity share certificate(s); and
(iii)
Valid
equity share transfer form(s) duly signed by transferor (by all the Shareholders
in case the Shares are in joint names) as per the specimen signatures lodged
with the Target Company and duly witnessed at the appropriate
place(s).
PLEASE
DO NOT FILL IN ANY OTHER DETAILS IN THE TRANSFER DEED.
(c)
In
case of Shares held in the PHYSICAL MODE by PERSONS NOT REGISTERED AS
SHAREHOLDERS:
(i)
Form
of Acceptance-cum-Acknowledgement duly completed and signed in accordance with
the instructions contained therein;
(ii)
Original
equity share certificate(s) accompanied by valid share transfer forms as
received from the market, wherein the name of the transferee has not been filled
in; and
(iii)
Original
broker contract note of a registered broker of a recognized stock exchange in
relation to the purchase of the Shares being tendered in this
case.
(iv) In
case the share certificate(s) and the transfer deed(s) are lodged with the
Target Company / its transfer agents for transfer, then the acceptance shall be
accompanied by the acknowledgment of lodgment with, or receipt by, the Target
Company/ its transfer agents, of the share certificate(s) and the transfer
deed(s).
(v)
No
indemnity is required from persons not registered as
Shareholders.
PLEASE
DO NOT FILL IN ANY OTHER DETAILS IN THE TRANSFER DEED.
73. Non-resident Shareholders should, in addition to the above, enclose copy(ies) of permission(s) received from Reserve Bank of India to acquire Shares held by them in the Target Company.
74. Shareholders who have sent their physical Shares for dematerialization may participate in the Offer by submitting the Form of Acceptance-cum-Acknowledgement along with a copy of the dematerialization request form duly acknowledged by the Depository Participant. Shareholders who have sent their physical Shares for dematerialization need to ensure that the process of getting their Shares dematerialized is completed well in time so that the credit in the special depository account duly instructed by the Shareholder should be received on or before the close of the Offer (i.e. October 5, 2005), else the application will be rejected.
75. In case of non-receipt of the Letter of Offer, the eligible Shareholders may obtain a copy of the Letter of Offer from the SEBI website www.sebi.gov.in, or obtain a copy of the same from the Manager to the Offer or Registrar to the Offer on providing suitable documentary evidence of acquisition of the Shares. Alternatively those desirous of tendering their Shares to the Acquirers may participate in the Offer as follows:
(a)
In
case Shares are held in the dematerialized form:-
by
sending their consent in writing on a plain paper to the Registrar to the Offer,
such that it is received by the Registrar to the Offer before 5 p.m. Indian
Standard Time on October 5, 2005, stating the name, address, no. of Shares held,
no. of Shares offered, DP name, DP ID, beneficiary account number along with a
photocopy of the Delivery Instruction in �Off-market� mode, duly acknowledged by
the DP, in favour of �Escrow Account � MPPL Offer� filled as specified in
section 72 above. No indemnity would be required from unregistered
Shareholders.
(b)
In
case of Shares held in the physical mode
by
sending their consent 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., the original contract note issued by a registered
share broker of a recognized stock exchange through whom such Shares were
acquired, along with the original share certificate(s) and transfer deed(s) duly
signed (as specified in 81, as applicable, above), either by hand delivery or by
Registered Post or courier, such that these are received by the Registrar to the
Offer before 5 p.m. Indian Standard Time on October 5,
2005.
76. All Shareholders should provide all relevant documents which are necessary to ensure transferability of the Shares in respect of which the acceptance is being sent. Such documents may include (but not be limited to):
�
Duly
attested death certificate and succession certificate (in case of single
Shareholder) in case the original Shareholder has expired.
�
Duly
attested power of attorney if any person apart from the Shareholder has signed
acceptance form or transfer deed(s).
�
No
objection certificate from any lender, if the Shares in respect of which the
acceptance is sent, were under any charge, lien or
encumbrance.
�
In
case of companies, the necessary certified corporate authorisations (including
board and/or general meeting resolutions).
77. As per the current provisions of Section 195(1) of the IT Act, any person responsible for paying to a non-resident, not being a company, or to a foreign company, any sum chargeable to tax is required to deduct tax at source (including surcharge) at the rates in force. Since, under the current provisions of the IT Act, the consideration payable under the Offer would be chargeable to tax as capital gains under Section 45 of the IT Act, the Acquirers will need to deduct tax at source (including surcharge) at the rates in force on the gross consideration payable. Subject to changes, if any, in the Finance Act for fiscal year 2005-06, if applicable, some of the categories of Shareholders, who are not tax residents of India and the tax to be deducted on the gross consideration payable, are as given below:
�
Non-resident
Indians: The
Acquirers will deduct tax at source at the rate of 30.6% on the Offer Price in
the case of short-term capital gains or business profits, and at the rate of
20.4% on the Offer Price in the case of long-term capital gains. In the event
that the aforesaid amount exceeds Rs. 8,50,000/- the aforesaid rate will be
increased by a surcharge of 10.2% of the sum.
�
Overseas
Corporate Bodies / Non-domestic companies: The
Acquirers will deduct tax at source (including surcharge) at the rate of 41.82%
on the Offer Price in the case of short-term capital gains or business profits,
and at the rate of 20.91% (including surcharge and education cess) on the Offer
Price in the case of long-term capital gains.
�
Foreign
Institutional Investors: The
Acquirers will not deduct tax at source from income by way of capital gains,
whether short-term or long-term, arising from the transfer of Shares payable by
the Acquirers to a foreign institutional investor.
The
expression �rates in force� in relation to an assessment year or financial year
has been defined under the IT Act to inter-alia mean for the purposes of
deduction of tax under Section 195, the rate or rates of income-tax specified in
this behalf in the Finance Act of the relevant year or the rate or rates of
income-tax specified in an agreement entered into by the Central Government
under Section 90, whichever is applicable by virtue of the provisions of Section
90.
Under
Indian law, capital gains are treated as long-term only for shares that are
deemed to have been held for more than twelve (12) months immediately prior to
their sale. For the purpose of determining as to whether the capital gains are
short-term or long-term in nature, the Acquirers shall take the following
actions based on the information obtained from the Target
Company:
�
In
the case of Shares held in physical form that are registered with the Target
Company in the name of the Shareholder, the date of registration of the Shares
with the Target Company shall be taken as the date of
acquisition.
�
In
the case of Shares held in a physical form and where the Shareholder is not the
registered Shareholder, the capital gain shall be assumed to be short-term in
nature.
�
In
the case of dematerialised Shares, the date of credit of the Shares to the
Shareholders demat account shall be taken as the date of
acquisition.
�
In
case of any ambiguity, incomplete or conflicting information or the information
not being available with the Target Company/Acquirers regarding the same, the
capital gain shall be assumed to be short-term in nature.
Those
categories of Shareholders who may be eligible to obtain certificate regarding
no deduction of tax or certificate regarding deduction of tax at lower rates may
obtain the relevant certificate from the concerned Income Tax authorities under
Section 195(3) of the IT Act, or under Section 197(1) and submit the same to the
Acquirers while submitting the Bid Form. On failure to produce such certificate
from the Income Tax authorities, the Acquirers will deduct tax at the rates in
force, and a certificate in the prescribed form shall be issued to that
effect.
No
tax will be deducted at source for Shareholders who are tax residents of
Shareholders
are advised to consult their tax advisors for the treatment that may be given by
their respective assessing officers in their case, and the appropriate course of
action that they should take. The Acquirers or the Manager to the Offer do not
accept any responsibility for the accuracy or otherwise of such
advice.
78. The Form of Acceptance-cum-Acknowledgement along with all the relevant documents may be submitted at any of the collection centers below.
(Working Hours: Monday to
Friday 11.00 � 15.00 hours and Saturday : 11.00 � 13.00
hours)
Sr.
No. |
Collection
Centre |
Address
of Collection Centre |
Contact
Person |
Contact
Details |
Mode
of Delivery |
1. |
Ahmedabad |
201-203,
�Shail� Opp.
Madhusudhan House New
Navrangpura Off
Ahmedabad
� 380 006 |
Edward |
Tel:
079 2642 0422/2656 5551; E-mail:
edward@karvy.com |
Hand
Delivery |
2. |
|
TKN
Complex Basavanagudi |
Kishore |
Tel:
080 2662 1193/2662 1169 E-mail:
nkishore@karvy.com |
Hand
Delivery |
3. |
Chennai |
22,
T.Nagar Chennai
� 600 017 |
Gunasekhar |
Tel:
044 2815 3445/2815 3181 E-mail:
chennaiirc@karvy.com |
Hand
Delivery |
4. |
|
46,
Avenue 4, Street No. 1 Banjara
Hills |
A
Anitha |
Tel:
040 2331 2454/2331 1968 E-mail:
irchyd@karvy.com |
Hand
Delivery/ Registered Post |
5. |
Kolkata |
Near
Kolkata
� 700 029 |
Sujit
Kundu |
Tel:
033 2463 4787/2464 4866 sujitkundu@karvy.com |
Hand
Delivery |
6. |
Mumbai |
7,
Andheri Industrial Estate Off.
Shringarapure Andheri
(West) Mumbai
� 400 053 16-22
Bake House Opp.
MSC Bank Fort Mumbai
� 400 023 |
Vishakha Nutan
Shirke |
Tel:
022 2673 0799/2673 0152 E-mail:
vishakhats@karvy.com Tel:
022 5638 2666/5631 1135 E-mail:
nutan.shirke@karvy.com |
Hand
Delivery Hand
Delivery |
7. |
|
105-108,
|
Michael
George |
Tel:
011 2332 4401/2332 4621 E-mail:
michaelg@karvy.com |
Hand
Delivery |
NO
SHARES OR DOCUMENTS SHOULD BE SENT DIRECTLY TO THE ACQUIRERS / TARGET COMPANY /
MANAGER TO THE OFFER
79. Applicants who cannot hand deliver their documents at the collection centers referred to above, may send the same by registered post, at their own risk and cost, to the Registrar to the Offer at its address
Karvy
Computershare Private Limited, �Karvy House�, 46,
Avenue
4, Street No. 1, Banjara Hills,
80. The Registrar to the Offer will hold in trust the share certificates, credit of dematerialized Shares, form of acceptance duly filled in and the transfer deed(s) on behalf of the Shareholders who have accepted the Offer, till such time as the Acquirers complete the obligations under the Offer.
81. In case the number of Shares validly tendered in the Offer by the Shareholders are more than the Shares to be acquired under the 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 is 1 (one).
82. The payment of consideration for accepted applications will be made by the Acquirers in cash through account payee cheques, drafts, warrants, etc. sent by Registered Post for amounts exceeding Rs. 1,500 and otherwise by UCP in accordance with the Regulations, and the same will be drawn in the name of the first named person in case of joint Shareholders. It is desirable that Shareholders provide bank details in the Form of Acceptance-cum-Acknowledgement, so that the same can be incorporated in the cheque / demand draft / pay order.
83. The unaccepted share certificates, transfer forms and other documents, if any, would be returned by registered post at the Shareholders� sole risk. Shares, to the extent unaccepted, held in dematerialized form will be credited back to the beneficial owners� depository account with the respective depository participant as per details furnished in the Form of Acceptance.
84. Subject to the Statutory Approvals as stated in section 70 above, the Acquirers intend to complete all formalities, including the payment of consideration within a period of 15 days from the closure of the Offer, (i.e. October 20, 2005) and for the purpose open a special account as provided under regulation 29, provided that where the Acquirers are unable to make the payment to the Shareholders who have accepted the Offer before the said period of 15 days due to non-receipt of requisite statutory approvals, SEBI may, if satisfied that non-receipt of requisite statutory approvals was not due to any wilful default or neglect of the Acquirers or failure of the Acquirers to diligently pursue the applications for such approvals, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the Shareholders for delay beyond 20 days, as may be specified by SEBI from time to time.
85. A copy of this Letter of Offer (including the Form of Acceptance cum Acknowledgement) is expected to be available on SEBI�s website (www.sebi.gov.in) during the period the Offer is open. Eligible Shareholders can make an application in the Offer in the form downloaded from SEBI�s website as one of the alternatives for applying in the Offer.
86. In terms of the Regulations, Shareholders desirous of withdrawing their acceptances tendered in the offer can do so up to three working days prior to the close of the Offer (i.e. up to 5 P.M. on September 30, 2005). The withdrawal option can only be exercised by submitting the Form of Withdrawal as per the instructions below so as to reach the Registrar to the Offer at its address Karvy Computershare Private Limited, �Karvy House�, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500 034 either by hand delivery or by registered post by 5 P.M. on October 5, 2005.
87. In case of non-receipt of the Form of Withdrawal the withdrawal option can be exercised by making an application on plain paper mentioning details like:
�
name
and address of the Shareholder, number of Shares
tendered/withdrawn;
�
in
case of physical Shares: distinctive numbers, folio numbers;
and
�
details
as mentioned in section 72 above.
VIII.
DOCUMENTS FOR INSPECTION
Copies
of the following documents will be available for inspection at the office of the
Manager to the Offer at 202 Maker Tower �E�, Cuffe Parade, Mumbai � 400 005 on
any working day (i.e. Monday to Friday and not being a bank holiday in Mumbai)
between 10:30 am to 1:00 pm from the date of opening of the Offer up to the
closure of this Offer.
�
Certified
true copies of certificate of incorporation and amendments thereto of the
Acquirers.
�
Audited
financials statements of WILO AG and ACP for the last three financial
years.
�
Copy
of Guarantee issued by Deutsche Bank
�
A
copy of the PA published on July 19, 2005
�
SEBI�s
observation letter dated September 2, 2005.
�
Copy
of the letter submitted to FIPB for approval.
�
Agreement
dated July 15, 2005 regarding the special depository account with the depository
participant.
�
Audited
annual reports of the Target Company for the last three
years.
�
Copy
of the Share Purchase Agreement
IX.
DECLARATION BY THE ACQUIRERS
The
Boards of Directors of the Acquirers accept full responsibility for the
information (except for the information relating to the Target Company, which
has been compiled from publicly available sources or received from the Target
Company) contained in this Letter of Offer and shall be severally and jointly
responsible for ensuring compliance with the Regulations.
Signed
by
For
WILO AG
Sd/-
Sd/-
Authorised
Signatory
Authorised Signatory
FORM
OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
(Please
send this Form with enclosures to the Registrars to the Offer at any of its
addresses provided herein)
OFFER
OPENS ON SEPTEMBER 16, 2005 |
OFFER
CLOSES ON October 5, 2005 |
From:
Name:
Status: Resident/Non-Resident
Full
Address:
Tel
No.
Fax No.
E-mail:
To:
Karvy
Computershare Private Limited
�Karvy
House�, 46, Avenue 4, Street No. 1
Banjara
Hills,
Tel:
040 2331 2454/2331 1968
E-mail:
irchyd@karvy.com
Dear
Sir,
Re:
Open Offer to acquire up to 18,46,021 Shares representing 20% of the Voting
Capital of MATHER
AND PLATT PUMPS LIMITED (MPPL) at a price of Rs. 109.32 per
Share
I/We
refer to the Letter of Offer dated September 09, 2005 constituting an offer to
acquire the Shares held by me/us in MPPL. Capitalised terms used but not defined
herein have the meaning ascribed to them in the Letter of
Offer.
I/We,
the undersigned, have read the Letter of Offer and understood its contents
including the terms and conditions mentioned therein.
For
Shares held in physical form
I/We
hold Shares in the physical form, accept the Offer and enclose the original
share certificate(s) and duly signed transfer deed(s) in respect of my/our
Shares as detailed below:
Sr.
No. |
Ledger
Folio No. |
Certificate
No. |
Distinctive
Nos. |
No.
of Shares |
1. |
|
|
|
|
2. |
|
|
|
|
3. |
|
|
|
|
(in
case of insufficient space, please use additional sheet and authenticate
the same) Total
No. of Equity Shares |
|
I/We
confirm that the Offer is hereby accepted by me/us and that the Shares which are
being tendered herewith by me/us under this Offer are free from liens, charges
and encumbrances of any kind whatsoever.
I/We
note and understand that the original share certificate(s) and valid share
transfer deed will be held in trust by the Registrars to the Offer until the
time the Acquirer makes payment of the Offer Price as mentioned in the Letter of
Offer.
I/We
also note and understand that the Acquirer will pay the consideration only after
documents are found valid and approved by the Acquirer.
For
Shares held in dematerialised form
I/We
hold Shares in dematerialised form, accept the Offer and enclose a photocopy of
the delivery instructions duly acknowledged by the DP in respect of my/our
Shares as detailed below:
DP
Name |
DP
ID |
Client
ID |
Name
of the Beneficiary |
No.
of Shares |
|
|
|
|
|
|
|
|
|
|
I/We
have done an off market transaction for crediting the Shares to the �Escrow Account � MPPL Open Offer �
whose particulars are:
DP
Name � Karvy Consultants Limited, DP ID � IN 302470, Client ID -
40196306
I/We
note and understand that the Shares would remain in the said account i.e. �Escrow Account � MPPL Open Offer�
until the Acquirer makes payment of the Offer Price as mentioned in the
Letter of Offer.
If
my/our Shares are held in a beneficiary account with NSDL, I/we enclose a copy
of the �Inter Depository Instruction� for the transfer of my/our Shares to the
Depository Escrow Account.
I/We
authorise the Acquirer:
1.
To
acquire the Shares so tendered by me/us in acceptance of the Offer in terms of
and subject to the Letter of Offer.
2.
To
the extent that the Shares tendered by me/us are not acquired (in terms of and
subject to the Letter of Offer), to return to me/us share certificate(s) and in
the case of dematerialised Shares to credit such Shares to my/our depository
account, in each case at my/our sole risk and specifying the reasons
thereof.
3.
If
the Shares so tendered are withdrawn by me/us (in terms of and subject to the
Letter of Offer), to return to me/us share certificate(s) and in the case of
dematerialised Shares to credit such Shares to my/our depository account, in
each case at my/our sole risk.
I/We
authorise the Acquirer or the Manager to the Offer or the Registrar to the Offer
to send by registered post the crossed account payee cheque/demand draft/pay
order as purchase consideration to the sole/first holder at the address
mentioned below:
For
NRIs/ OCBs/ FIIs/ Foreign Shareholders:
I/We
have enclosed the following documents:
�
No
Objection Certificate / Tax Clearance Certificate from Income Tax
Authorities.
�
RBI
approvals for acquiring shares of MPPL Limited hereby tendered in the
Offer.
I/We
confirm that the equity shares of Mather and Platt Pumps Limited, which are
being tendered herewith by me/us under this Offer, are free from liens, charges
and encumbrances of any kind whatsoever.
I/We
authorize the Acquirers to accept the Shares so offered which they may decide to
accept in consultation with the Manager to the Offer and in terms of the Letter
of Offer and I/We further authorize the Acquirers to return to me/us, share
certificate(s)/Shares in respect of which the Offer is not found valid/not
accepted without specifying the reasons thereof.
I/We
authorize the Acquirers and the Registrar to the Offer and the Manager to the
Offer to send by Registered Post/UPC as may be applicable at my/our risk, the
draft/cheque/warrant, in full and final settlement of the amount due to me/us
and/or other documents or papers or correspondence to the sole/first holder at
the address mentioned below. In case I have tendered my Shares in dematerialized
form, I authorize Acquirers and the Registrar to the Offer and
the
Manager
to the Offer to use my details regarding my address and bank account details as
obtained from my depository participant for the purpose of mailing the
aforementioned instruments.
I/We
authorize the Acquirers to accept the Shares so offered or such lesser number of
Shares that they may decide to accept in terms of the Letter of Offer and I/We
authorize the Acquirers to split / consolidate the share certificates comprising
the Shares that are not acquired to be returned to me/us and for the aforesaid
purposes the Acquirers are hereby authorized to do all such things and execute
such documents as may be found necessary and expedient for
the
purpose.
Yours
faithfully
Signed
and delivered
-------------------------------------------------------TEAR
ALONG THIS
LINE-------------------------------------------------------
Acknowledgment
Slip
Received
from Mr./Ms./M/s _______________________
Signature
of Official and Date of Receipt |
Stamp
of Collection Centre |
|
|
Form
of Acceptance cum Acknowledgement
for MPPL as per details below:-
Folio
No.
No. of Certificates Enclosed
Certificate No.
Total
No. of Shares enclosed
Copy of Delivery Instruction to DP
(Delete
whichever is not applicable)
|
1ST
Shareholder |
2ND
Shareholder |
3rd
Shareholder |
Full
Name |
|
|
|
PAN/GIR
No. allotted under the Income Tax Act, 1961 |
|
|
|
Signature |
|
|
|
Note:
In case of joint holdings, all shareholders must sign. A Body Corporate must
affix its company stamp.
Place:
Date:
In
order to avoid fraudulent encashment of cheque/demand draft/pay order in
transit, the applicants are requested to provide details of the bank account of
the sole/first shareholder and the crossed account payee cheque/demand draft/pay
order will be drawn accordingly
Name
of Bank |
Branch
Address |
Type
of Account |
Account
Number |
|
|
|
|
Note:
(1)
No
Shares/Forms should be sent directly to the Acquirers or the Managers to the
Offer.
(2)
All
queries pertaining to this Offer may be directed to the Registrar to the
Offer.
(3)
Shareholders
holding registered Shares should submit the Form duly completed and signed in
accordance, by the holders of the Shares, along with the original equity share
certificate(s) and valid equity share transfer form(s) duly signed as per the
specimen signatures lodged with the Target Company and duly witnessed at the
appropriate place. Please do not fill in any other details in the transfer deed.
(4)
Shareholders
holding Shares in dematerialised form should submit the Form duly completed and
signed in accordance with the instructions contained therein by all the
beneficial holders of the Shares, as per the records of the Depository
Participant (�DP�).
(5)
In
case of Shares held in joint names, names should be filled up in the same order
in the Form and in the transfer deed(s) as the order in which they hold Shares
in the Target Company, and should be duly witnessed.
(6)
In
case where the signature is subscribed by thumb impression, the same shall be
verified and attested by a Magistrate, Notary Public or Special Executive
Magistrate or a similar authority holding a Public Office and authorized to use
the seal of his office.
(7)
Persons
who own Shares (as on the Specified Date or otherwise) but are not the
registered holders of such Shares and who desire to accept the Offer, will have
to communicate their acceptance in writing to the Registrar to the Offer
together with the original contract note issued by the broker, the share
certificate(s), the transfer deed(s) with the buyers details not filled in and
other relevant documents. In case the share certificate(s) and transfer deed(s)
are lodged with the Target Company/its transfer agents for transfer, then the
Form shall be accompanied by the acknowledgment of lodgment with, or receipt by,
the Target Company/its transfer agents, of the share certificate(s) and transfer
deed(s). Persons under this clause should submit their acceptance and necessary
documents by registered post or courier or in person to the Registrar at their
offices as mentioned above.
(8)
The
sole/first holder may also mention particulars relating to savings/current
account number and the name of the bank and branch with whom such account is
held in the respective spaces allotted in the Form, to enable the Registrar to
print the said details in the cheques after the name of the
payee.
(9)
Non-resident
Shareholders should enclose copy(ies) of permission received from Reserve Bank
of
(10) Non-resident
Shareholders are advised to refer to the clause on taxation in Section 77 of the
Letter of Offer regarding important disclosures regarding the taxation of the
consideration to be received by them.
(11) In
case of bodies corporate, certified copies of appropriate authorization
(including Board/shareholder resolutions, as applicable) authorizing the sale of
Shares along with specimen signatures duly attested by a bank must be annexed.
The common seal should also be affixed.
(12) All
the Shareholders should provide all relevant documents which are necessary to
ensure transferability of the Shares in respect of which the acceptance is being
sent. Such documents may include (but not be limited to):
(a) Duly
attested death certificate and succession certificate (in case of single
shareholder) in case the original shareholder has expired.
(b) Duly
attested power of attorney if any person apart from the shareholder has signed
acceptance form or transfer deed(s).
(c) No
objection certificate from any lender, if the Shares in respect of which the
acceptance is sent, were under any charge, lien or
encumbrance.
Collection
Centres
(Working Hours: Monday to
Friday 11.00 � 15.00 hours and Saturday : 11.00 � 13.00
hours)
Sr.
No. |
Collection
Centre |
Address
of Collection Centre |
Contact
Person |
Contact
Details |
Mode
of Delivery |
1. |
Ahmedabad |
201-203,
�Shail� Opp.
Madhusudhan House New
Navrangpura Off
Ahmedabad
� 380 006 |
Edward |
Tel:
079 2642 0422/2656 5551; E-mail:
edward@karvy.com |
Hand
Delivery |
2. |
|
TKN
Complex Basavanagudi |
Kishore |
Tel:
080 2662 1193/2662 1169 E-mail:
nkishore@karvy.com |
Hand
Delivery |
3. |
Chennai |
22,
T.Nagar Chennai
� 600 017 |
Gunasekhar |
Tel:
044 2815 3445/2815 3181 E-mail:
chennaiirc@karvy.com |
Hand
Delivery |
4. |
|
46,
Avenue 4, Street No. 1 Banjara
Hills |
A
Anitha |
Tel:
040 2331 2454/2331 1968 E-mail:
irchyd@karvy.com |
Hand
Delivery/ Registered Post |
5. |
Kolkata |
Near
Kolkata
� 700 029 |
Sujit
Kundu |
Tel:
033 2463 4787/2464 4866 sujitkundu@karvy.com |
Hand
Delivery |
6. |
Mumbai |
7,
Andheri Industrial Estate Off.
Shringarapure Andheri
(West) Mumbai
� 400 053 16-22
Bake House Opp.
MSC Bank Fort Mumbai
� 400 023 |
Vishakha Nutan
Shirke |
Tel:
022 2673 0799/2673 0152 E-mail:
vishakhats@karvy.com Tel:
022 5638 2666/5631 1135 E-mail:
nutan.shirke@karvy.com |
Hand
Delivery Hand
Delivery |
7. |
|
105-108,
|
Michael
George |
Tel:
011 2332 4401/2332 4621 E-mail:
michaelg@karvy.com |
Hand
Delivery |
-------------------------------------------------------TEAR
ALONG THIS
LINE-------------------------------------------------------
Acknowledgement
Receipt
For
the Acquirer
Karvy
Computershare Private Limited
�Karvy
House�, 46, Avenue 4, Street No. 1
Banjara
Hills,
Tel:
040 2331 2454/2331 1968
E-mail:
irchyd@karvy.com
FORM
OF WITHDRAWAL
OFFER
OPENS ON SEPTEMBER 16, 2005 |
LAST
DATE OF WITHDRAWAL SEPTEMBER 30, 2005 |
OFFER
CLOSES ON OCTOBER 5, 2005 |
THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
From:
Name:
Status: Resident/Non-Resident
Full
Address:
Tel
No.
Fax No.
E-mail:
To:
Karvy
Computershare Private Limited
�Karvy
House�, 46, Avenue 4, Street No. 1
Banjara
Hills,
Tel:
040 2331 2454/2331 1968
E-mail:
irchyd@karvy.com
Dear
Sir,
Re:
Open Offer to acquire up to 18,46,021 Shares representing 20% of the Voting
Capital of MATHER
AND PLATT PUMPS LIMITED (MPPL) at a price of Rs. 109.32 per
Share
I/We
refer to the Letter of Offer dated September 09, 2005, constituting an offer to
acquire the Shares held by me/us in MPPL.
I/We
hereby consent to unconditionally and irrevocably withdraw my/our Shares from
the Offer and I/We further authorize the Acquirer to return to me/us, the
tendered equity share certificate(s)/shares at my/our sole
risk.
I/We
note that upon withdrawal of my/our Shares from the Offer, no claim or liability
shall lie against the Acquirer/Manager to the Offer/Registrar to the
Offer.
I/We
note that this Form of Withdrawal should reach the Registrar to the Offer at any
of the collection centers mentioned in the Letter of Offer or below as per the
mode of delivery indicated therein on or before the last date of withdrawal,
i.e. September 30, 2005.
I/We
note that the Acquirer/Manager to the Offer/Registrar to the Offer shall not be
liable for any postal delay/loss in transit of the Shares held in physical form
and also for the non receipt of Shares held in dematerialized from in the
Depository Account due to inaccurate/incomplete
particulars/instructions.
I/We
also note and understand that the Acquirer will return the original share
certificate(s), share transfer deed(s) and Shares only on completion of
verification of the documents, signatures and beneficiary position as available
from the Depository from time to time.
I/We,
the undersigned, have read the Letter of Offer and understood its contents
including the terms and conditions mentioned therein.
The
particulars of the tendered Share(s) that we wish to withdraw are detailed
below:
Sr.
No. |
Ledger
Folio No. |
Certificate
No. |
Distinctive
Nos. |
No.
of Shares |
1. |
|
|
|
|
2. |
|
|
|
|
3. |
|
|
|
|
4. |
|
|
|
|
5. |
|
|
|
|
(In
case the space provided is inadequate, please attach a separate sheet with
details) |
Total
No. of Equity Shares |
|
I/We
hold Shares in dematerialized form, and had done an off-market transaction for
crediting the Shares to the �Escrow Account � MPPL Open Offer� as per the
following particulars:
DP
Name � Karvy Consultants Limited, DP ID � IN 302470, Client ID -
40196306
Please
find enclosed a photocopy of the Depository Delivery Instruction(s) (TIFD) duly
acknowledged by the Depository Participant. The particulars of the account from
which my/our Shares have been tendered are as detailed
below:-
DP
Name |
DP
ID |
Client
ID |
Name
of Beneficiary |
No.
of Shares |
|
|
|
|
|
|
|
|
|
|
I/We
note that the Shares will be credited back only to that Depository Account, from
which the Shares have been tendered and necessary standing instructions have
been issued in this regard.
I/We
confirm that the particulars given above are true and
correct.
In
case of dematerialized shares, I/We confirm that the signatures have been
verified by the DP as per their records and the same have been duly
attested
|
1STShareholder |
2nd
Shareholder |
3rd
Shareholder |
Full
Name |
|
|
|
PAN/GIR
No. allotted under the Income Tax Act, 1961 |
|
|
|
Signature |
|
|
|
Note:
In case of joint holdings, all shareholders must sign. A body corporate must
affix its company stamp.
Place:
Date:
In
order to avoid fraudulent encashment of cheque/demand draft/pay order in
transit, the applicants are requested to provide details of the bank account of
the sole/first shareholder and the crossed account payee cheque/demand draft/pay
order will be drawn accordingly
Name
of Bank |
Branch
Address |
Type
of Account |
Account
Number |
|
|
|
|
Note:
1)
All
queries pertaining to this Offer may be directed to the Registrar to the
Offer.
2)
In
case of Shares held in joint names, names should be filled up in the same order
in the Form and in the transfer deed(s) as the order in which they hold Shares
in the Target Company, and should be duly witnessed.
3)
In
case where the signature is subscribed by thumb impression, the same shall be
verified and attested by a Magistrate, Notary Public or Special Executive
Magistrate or a similar authority holding a Public Office and authorized to use
the seal of his office.
4)
In
case of bodies corporate, certified copies of appropriate authorization
(including Board/shareholder resolutions, as applicable) authorizing the sale of
Shares along with specimen signatures duly attested by a bank must be annexed.
The common seal should also be affixed.
5)
All
the Shareholders should provide all relevant documents which are necessary to
ensure transferability of the Shares in respect of which the acceptance is being
sent. Such documents may include (but not be limited to):
a.
Duly
attested death certificate and succession certificate (in case of single
shareholder) in case the original shareholder has expired.
b.
Duly
attested power of attorney if any person apart from the shareholder has signed
withdrawal form or transfer deed(s).
(Working
Hours: Monday to Friday 11.00 � 15.00 hours and Saturday : 11.00 � 13.00
hours)
Sr.
No. |
Bid
Centre /City |
Address
of Trading Member |
Contact
Person |
Telephone
Number |
Mode
of Delivery |
Fax
Number |
1 |
Ahmedabad |
Karvy
Computershare Pvt Ltd. 201�203
�Shail� Opp. Madhusudhan House, Behind Girish Cold drinks, Off C
G.Road, Ahmedabad 380 006 |
Mr.
Edward |
(79)
26420 422 / 26400 527 / 26400 528 |
Hand
Delivery |
(79)
26565 551 |
2 |
|
Karvy
Computershare Pvt Ltd.
T K N Complex, No.51/2, |
Mr.
S Nandakishore |
(80)
2662 1192 / 2662 1193 |
Hand
Delivery |
(80)
2662 1169 |
3 |
Chennai |
Karvy
Computershare Pvt Ltd.
G-1, Swathi Court,
22, |
Mr.
Gunashekhar |
(44)
2815 3445 / 2815 1034 / 2815 3658 |
Hand
Delivery |
(44)
2815 3181 |
4 |
|
Karvy
Computershare Pvt Ltd.
46, Avenue 4, Street No1, Banjara Hills, |
Ms.
A Anitha |
(40)
23320251/23312454 |
Hand
Delivery/ Registered Post |
(40)
2343 1551 |
5 |
Kolkata |
Karvy
Computershare Pvt Ltd.
49, |
Mr.
Sujit Kundu |
(33)
2464 4891 / 7231 |
Hand
Delivery |
(33)
2464 4866 / 2463 4787 |
6 |
Mumbai |
7,
Andheri Industrial Estate, Off |
Ms. Vishakha
Shringarapure |
(22)
2673 0799 / 153 / 292 |
Hand
Delivery |
(22)
2673 0152 |
7 |
16/22, Bake House, |
Ms. Nutan
Shirke |
(22)
56382666 |
Hand
Delivery |
(22)
56331135 | |
8 |
|
Karvy
Computershare Pvt Ltd.
105-108, 1 st floor, Arunachal Building, 19 Barakhamba Road,
Connaught Place, New Delhi 110 001 |
Mr.
Michael George |
(11)
2332 4401 / 2335 3835 / 981 |
Hand
Delivery |
(11)
2332 4621 |
---------------------------------------------------- TEAR HERE
----------------------------------------------------
Acknowledgement
Receipt
For
the Acquirer
Karvy
Computershare Private Limited
�Karvy
House�, 46, Avenue 4, Street No. 1
Banjara
Hills,
Tel:
040 2331 2454/2331 1968
E-mail:
irchyd@karvy.com
Received
from Mr./Ms./M/s
_____________________________________________
Form
of Withdrawal for MPPL Open Offer as per details below:-
Folio
No. _____________________ No. of Certificates Enclosed
______________________ Certificate No.
_____________________
Total
No. of Shares Enclosed ____________________ Copy of Delivery Instruction to DP
________________________________
(Delete
whichever is not applicable)
Date
of Receipt: _______________________
Stamp
of Collection Centre:
Signature of Official:
---------------------------------------------------- TEAR HERE
----------------------------------------------------
All
future correspondence, if any, should be addressed to the Registrar to the Offer
at the following address:-
Karvy
Computershare Private Limited
�Karvy
House�, 46, Avenue 4, Street No. 1
Banjara
Hills,
Tel:
040 2331 2454/2331 1968
E-mail:
irchyd@karvy.com
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