LETTER OF
OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION
This
Letter of Offer (LOO) is sent to you as shareholder(s) of M/s. Devaki Hospital
Limited. If you require any clarifications about the action to be taken, you may
consult your Stock Broker or Investment Consultant or Merchant Banker (M/s.
Indbank Merchant Banking Services Limited) or Registrar (M/s. Cameo Corporate
Services Limited) to the Offer. In case you have recently sold your shares of
M/s. Devaki Hospital Limited, please hand over this Letter of Offer and the
accompanying Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and
Transfer Deed to the Member of Stock Exchange through whom the said sale was
effected.
Cash
Offer
by
M/s.
Madras Medical Care & Health Centre Pvt. Ltd.,
Regd.
Office: No. 148, Luz Church Road, Mylapore, Chennai 600
004
Tel No: (044) 2466 1469 Fax No.: (044) 2466 0061
And
the Persons Acting in Concert (PACs) namely
|
Dr.
K C Reddy, residing at No:
115, St. Mary’s Road, Alwarpet, Chennai 600 018. Ph.
No.: (044) 2436 2788 |
Dr.
C M Thiagarajan, residing at No:
6, Moores Road, Chennai 600
006 Ph.
No.: (044) 2827 0034 |
Dr.
Salim J Thomas, residing at No:
18, Ethiraj Salai, Egmore, Chennai
600 105. Ph.
No.: (044) 2827 5080 |
For
the purchase of up to 19,58,160 fully paid-up equity shares representing 40% of
the total share and voting capital of
M/s.
Devaki Hospital Limited
Regd.
Office: No. 148, Luz Church Road, Mylapore, Chennai- 600
004
Tel
No: (044 ) 2499 3391 Fax No.: (044)
2499 3282
at
a price of Rs. 11.00 (Rupees Eleven only) per Equity Share
Attention:
(1) This Offer is being made in compliance with the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 and subsequent amendments thereto (2) It is an unconditional offer (3) It is not a competitive bid (4) No
statutory approval is required to complete the Offer except the approval from
the Reserve Bank of India (“RBI”) under Foreign Exchange Management Act, 1999
(“FEMA”) to acquire the shares from non-resident shareholders. On closure of the
offer, the Acquirer on behalf of such non-resident shareholders would make the
requisite application to RBI to obtain permission under FEMA to enable the
Acquirer to acquire their shares. As on the date hereof there are no other
statutory approvals required to implement this offer. (5) Shareholders, who have accepted the Offer
by tendering the requisite documents in terms of the Public Announcement /Letter
Of Offer, can withdraw the same up to three working days i.e.15.12.2003 prior to
the date of the closure of the offer. (6) If there is any upward revision of
the Offer price by the Acquirer till the last date for revision viz. 10.12.2003
or withdrawal of the Offer, the same would be informed by way of a Public
Announcement in the same newspapers in which the original Public Announcement
had appeared. Such revised Offer Price would be payable for all the shares
tendered anytime during the Offer and accepted under the Offer. (7) In terms of
Regulation 25(2) of Regulations, no public announcement for a competitive bid
shall be made after 21 days from the date of Public Announcement i.e
18.10.2003. (8) If there is competitive
bid:
i. The public offer under all the
subsisting bids shall close on the same date.
ii. As the offer price can not be revised
during 7 working days prior to the closing date of the offer/bids, it would
therefore, be in the interest of shareholders to wait till the commencement of
that period to know the final offer price of each bid and tender their
acceptance accordingly
(9) A copy of the Public Announcement and
Letter of Offer (Including Form of Acceptance-Cum-Acknowledgement and Form of
Withdrawal) is also available of SEBI’s Web Site (www.sebi.gov.in)
|
Merchant
Banker to the Offer |
Registrar
to the Offer |
|
INDBANK
MERCHANT BANKING SERVICES LIMITED Krest
Building, III Floor No:
26/27, Jehangir Street Second
Line Beach Chennai
600 001 Ph.
Nos: (044) 25224693/ 94 Fax
No : (044) 2522 7059 e
mail : imssbc@md3.vsnl.net.in SEBI
Regn. No: INM 00000 1394 Contact
Person : Mr. C Rengarajan
Vice President
|
CAMEO
CORPORATE SERVICES LIMITED “Subramanian
Building” No:
1, Club House Road Chennai
600 002 Ph.
Nos: (044) 52159032, 28460390 Fax
No : (044) 2846 0129 e
mail : cameo@cameoindia.com
Contact
Person: Mr. R D Ramasamy
General Manager
|
A
schedule of some of the major activities pertaining to the offer is given
below:
Activity |
Date
& Day |
|
Specified
Date |
15.10.2003
(Wednesday) |
|
Last
date of Competitive Bid |
18.10.2003
(Saturday) |
|
Date
by which LOO to be posted to shareholders |
10.11.2003
(Monday) |
|
Date
of opening of the offer |
19.11.2003
(Wednesday) |
|
Last
date for revising the offer Price/ No of Shares |
10.12.2003
(Wednesday) |
|
Last
Date for Withdrawal of acceptance by the
shareholders |
15.12.2003
(Monday) |
|
Date
of Closing of the offer |
18.12.2003
(Thursday) |
|
Last
date of communicating rejection/acceptance (in part or full) and mailing
of consideration for applications accepted |
12.01.2004
(Monday) |
|
DEFINITIONS | |
|
Acquirer |
M/s.
Madras Medical Care & Health Centre Pvt.
Ltd. |
|
Act |
The
Companies Act , 1956 |
|
BSE |
The
Stock Exchange , Mumbai |
|
Eligible
Persons |
All
owners of shares, registered or unregistered, of M/s. Devaki Hospital
Limited,
other than the acquirer company and PACs and also persons
who own
the shares at any time prior to the closure of the
offer. |
|
Form
of Acceptance |
Form
of Acceptance-cum-Acknowledgement |
|
Merchant
Banker |
Indbank
Merchant Banking Services Limited
|
|
MSE |
Madras
Stock Exchange Limited |
|
NRIs |
Non-resident
Indians |
|
Offer |
Offer
for acquisition of up to 19,58,160 Fully paid-up Equity shares
of face
value of Rs.10/- each of M/s. Devaki Hospital Limited representing
40%
of the voting capital at a price of Rs.11.00 pr share payable in
cash |
|
Offer
Period |
From
19.11.2003 to 18.12.2003 |
|
Offer
Price |
Rs.11.00
(Rupees Eleven Only) |
|
PAC |
Persons
Acting in Concert namely Dr. K C Reddy, Dr. C M Thiagarajan and
Dr.
Salim J Thomas |
|
Public
Announcement |
Announcement
of the Offer made by the Acquirer on
28.09.2003 |
|
RBI |
Reserve
Bank Of India |
|
Registrar |
Cameo
Corporate Services Limited |
|
SEBI |
Securities
and Exchange Board of India. |
|
Specified
Date |
15.10.2003
(Wednesday) |
|
Target
Company |
M/s.
Devaki Hospital Limited |
|
The
Regulations |
SEBI(Substantial
Acquisition of Shares and
Takeovers) Regulations,1997 and
subsequent amendments thereto |
INDEX | ||
|
SL.No. |
Subject |
Page
No. |
|
1 |
Disclaimer
Clause |
4 |
|
2 |
Details
of the Offer |
4-5 |
|
3 |
Background
of the M/s. Madras Medical Care & Health Centre Pvt.
Ltd. |
5 |
|
4 |
Declaration
in terms of Regulation 21(3) |
8 |
|
5 |
Background
of M/s. Devaki Hospital Limited |
8 |
|
6 |
Offer
Price and Financial Arrangements |
12 |
|
7 |
Term
and Conditions of the Offer |
14 |
|
8 |
Procedures
of acceptance and settlement of the Offer |
16 |
|
9 |
Document
for Inspection |
17 |
|
10 |
Declaration
by the Acquirer |
18 |
|
11 |
Form
of Acceptance-Cum-Acknowledgement, Form of Withdrawal
and Transfer
Deed (For holders of equity shares in physical form
only) |
|
(1)
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 M/S. DEVAKI HOSPITAL LIMITED TO
TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER 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 ACQUIRER IS 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 ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND
TOWARDS THIS PURPOSE, THE MERCHANT BANKER (M/s. INDBANK MERCHANT BANKING
SERVICES LIMITED) HAS SUBMITTED A DUE-DILIGENCE CERTIFICATE DATED 09.10.2003 TO
SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND
TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT(S) THEROF. THE FILING OF
THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE
OFFER.
2 Details of
the Offer
2.1 Background of the offer
2.1.1 The
offer to the shareholders of M/s. Devaki Hospital Limited is being made in
compliance with Regulation 10 of the SEBI (SAST) Regulations, 1997.
2.1.2 The
Acquirer (M/s. Madras Medical Care & Health Centre Pvt. Ltd.) a Company
incorporated under the Companies Act, 1956 and having its registered office at
No: 148, Luz Church Road, Mylapore, Chennai 600 004 is making this Open Offer to
acquire up to 19,58,160 Fully Paid-up Equity Shares of Rs. 10/- each
representing 40% of the total share and voting capital of the Target Company
from the existing shareholders at a price of Rs. 11.00 (Rupee Eleven only) per
equity share (“Offer Price”) payable in cash. The target company (M/s. Devaki
Hospital Limited) has no partly paid up shares. The offer is not subject to any
minimum level of acceptance and is an unconditional offer.
2.1.3 The
Acquirer and the Target Company have not been prohibited by SEBI from dealing in
securities in terms of directions issued u/s 11B of the SEBI Act or under any of
the regulations made under the SEBI Act.
2.1.4
Because of this open offer, if the acquirer company gets a favourable response
from the public, there could be a change in control. In case of change in
control, the present directors of the acquirer company (M/s. Madras Medical Care
& Health Centre Pvt. Ltd.) shall represent the acquirer company in the Board
of Directors of the Target company (M/s. Devaki Hospital
Limited)
2.2 Details of the proposed Acquisition/
Offer
2.2.1
The Public Announcement was published on 28.09.2003 in the following newspapers
in accordance with Regulation 15 of the SEBI (SAST) Regulations,
1997:
|
Newspaper |
Language |
Editions |
|
Financial
Express |
English |
All
Editions |
|
Jansatta |
Hindi |
All
Editions |
|
Dina
Mani |
Tamil |
All
Editions |
The
public announcement is also available on the SEBI website at www.sebi.gov.in
2.2.2
Pursuant to and subject to the terms and conditions of this Letter of Offer, the
Acquirer is hereby making this Open Offer to acquire up to 19,58,160 Fully
Paid-up Equity Shares of Rs.10/- each representing 40% of the total Share and
Voting Capital of the Target Company from the existing shareholders at a price
of Rs. 11.00 (Rupee Eleven only) per equity share (“Offer Price”) payable in
cash. Any upward revision in the offer with respect to the offer price will be
announced in the above mentioned newspapers and same price would be payable by
the Acquirer for all the shares tendered anytime during the
offer.
2.2.3 It
is not a Competitive Bid
2.2.4 It
is an unconditional offer.
2.2.5 The
Acquirer/ PACs have not acquired any equity shares of M/s. Devaki Hospital
Limited, since the date of Public Announcement and up to the date of this Letter
Of Offer.
2.2.6
The acquisition is for substantial acquisition of shares of M/s. Devaki Hospital
Limited (“Target Company”). Because of this open offer, if the acquirer
company gets a favourable response from the public, there could be a change in
control.
3
Background of the
Acquirer
3.1 M/s. Madras Medical Care
& Health Centre Pvt. Ltd.
3.1.1
M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer) is an unlisted
company incorporated under the Companies Act, 1956 and having its registered
office at No: 148, Luz Church Road, Mylapore, Chennai 600
004.
3.1.2 M/s.
Medical Care & Health Centre Pvt. Ltd. (“Acquirer”) has commenced its
business after his incorporation on 18.11.1991. The main object of the company
is to construct hospitals, nursing homes, clinics, dispensaries, medical centres
and maintain them with all laboratory facilities.
3.1.3 The
composition of Board of Directors of M/s. Madras Medical Care & Health
Centre Pvt. Ltd. is as under. None of the directors are acting as Directors in
the Target Company.
|
Name |
Residential
Address |
|
Dr.
K C Reddy |
No:
115, St. Mary’s Road, Alwarpet, Chennai 600
018 |
|
Dr.
C M Thiagarajan |
No:
6, Moores Road, Chennai 600 006 |
|
Dr.
Salim J Thomas |
No:
18, Ethiraj Salai, Egmore, Chennai 600
105 |
3.1.3a There is no such person representing or
having interest in the acquirer Company (“M/s. Madras Medical Care & Health
Centre Pvt. Ltd.”) or is an “Insider” within the meaning of Securities Exchange
Board of India (Insider Trading) Regulations 1992 on the Board of the Target
company (M/s. Devaki Hospital Limited) as on the date of Letter of
Offer.
3.1.3b The following are the Promoters of
the Acquirer Company (M/s. Madras Medical Care & Health Centre Pvt.
Ltd.)
Name |
Category |
Residential
Address of the Promoters |
|
Dr.
K C Reddy |
Promoter
Director |
No:
115, St. Mary’s Road, Alwarpet, Chennai 600
018 |
|
Dr.
C M Thiagarajan |
Promoter
Director |
No:
6, Moores Road, Chennai 600 006 |
|
Dr.
Salim J Thomas |
Promoter
Director |
No:
18, Ethiraj Salai, Egmore, Chennai 600
105 |
3.1.3c
The Shareholding pattern of the acquirer company (M/s. Madras Medical Care &
Health Centre Pvt. Ltd.)
|
Shareholders
Category |
Total
No. of Shares Held |
%age
of shares held |
|
Promoters: |
|
|
|
Dr.
K C Reddy |
8,000 |
33.34% |
|
Dr.
C M Thiagarajan |
8,000 |
33.33% |
|
Dr.
Salim J Thomas |
8,000 |
33.33% |
Total
Equity Shares |
24,000 |
100% |
3.1.3
d The Promoters of M/s. Madras
Medical Care & Health Centre Pvt. Ltd. have rich experience in Medical
field. The details of experience in the professional services in which the
Target Company is engaged are as below.
Name
of Promoters |
Experience
in No. of
Years |
Activities |
Dr.
K C Reddy |
35 |
General
Surgeon – Urology |
|
Dr.
C M Thiagarajan |
33 |
Nephrology |
|
Dr.
Salim J Thomas |
29 |
Surgical
Oncology |
3.1.3e There is no punitive action ever taken
by SEBI and any other regulatory authority against any promoters of the
Acquirer Company (“M/s. Madras
Medical Care & Health Centre Pvt.Ltd.”).
3.1.3f The Acquirer company (M/s. Madras
Medical Care & Health Centre Pvt. Ltd., has filed the required disclosure
under Regulation 7(1) of Chapter II of SEBI (SAST) Regulations, 1997 within the
due date regarding the purchase of 5,00,000 equity shares in the Target Company.
This is as per the information provided by Madras Stock Exchange
Limited.
3.1.3g Background of the Persons Acting in Concert
(PACs):
Apart
from the acquirer, Dr. K C Reddy, Dr. C M Thiagarajan and Dr. Salim J Thomas,
directors of the acquirer company are the Persons Acting in Concert (PACs) for
the purpose of this offer in terms of Regulation 2(e) of the SEBI (SAST)
Regulations. There has been no agreement between the PACs as regards the open
offer. The PACs have not entered into any agreement with regard to the
acquisition of shares. The details of the PACs are as
under:
a. Dr. K C Reddy, aged about 61 years is
residing at No:115, St. Mary’s Road, Alwarpet, Chennai 600 018 is a General
Surgeon trained in Urology in UK and holding a degree of M S (General Surgery)
from the University of Edinburgh in 1979. He is a specialist in transplant
surgery. The Net Worth of Dr.
K C Reddy as on 31.03.2003 is Rs.150.90 Lakhs as certified by Mr. G Vaidyanathan
of M/s. G V N Shankar & Co, Chartered Accountants, (Membership No: 1100)
A-3, Gayathri, No: 56, Warren Road, Mylapore, Chennai 600
004.
b. Dr. C M Thiagarajan, aged about 59
years is residing at No: 6, Moores Road, Chennai 600 006 is a Nephrologist
trained in Christian Medical College, Vellore. Qualified MD in 1974 from Madras
Medical College and MNAMS in 1982 from National Board of Examinations. He has
served as an Assistant Professor of Medicine at the Madras Medical College and
has been in private practice in Chennai as Nephrologist since 1982. The Net
Worth of Dr. C M Thiagarajan as on 31.03.2003 is Rs.128.68 Lakhs as certified by
Mr. L Saravanan, Chartered Accountant, (Membership No: 211052), No: 85/2,
Thiruvalluvarpuram II Street,
Choolaimedu, Chennai 600 094.
c. Dr. Salim J Thomas, aged about 55 years
is residing at No: 18, Ethiraj Salai, Egmore, Chennai 600 105 is a General
Surgeon trained in Surgical Oncology. He has qualified MBBS in 1970 and MS
(General Surgery) in 1976 from the University of Pune. He has also qualified
MNAMS in 1979 from National Board of Examinations. He has been in private practice as a
Surgical Oncologist accredited to Apollo Speciality Hospitals. The Net Worth of
Dr. Salim J Thomas as on 31.03.2003 is Rs.210.00 Lakhs as certified by Ms.
Niranjana Rao, Chartered Accountant, (Membership No: 208706) of M/s. Kurien
& Co, Chartered Accountants, 1-C, Queen’s Court, No: 6/102, Montieth Road,
Egmore, Chennai 600 008.
The Persons Acting in Concert are not in the
Board of any other listed companies.
3.1.4
Profit and Loss
Statement
(Rs. in lacs)
|
Particulars |
31.03.2003 (Audited) |
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Income
from Operations |
250.64 |
224.94 |
197.82 |
|
Other
Income |
9.24 |
6.34 |
4.52 |
|
Total
Income |
259.89 |
231.31 |
202.34 |
|
Total
Expenditure |
238.05 |
212.73 |
190.39 |
|
Profit
Before Depreciation, Interest and Tax |
21.84 |
18.58 |
11.95 |
|
Depreciation |
3.17 |
3.06 |
2.12 |
|
Interest |
0.00 |
0.00 |
0.00 |
|
Profit
Before Tax |
18.67 |
15.52 |
9.83 |
|
Provision
for Tax |
6.53 |
4.91 |
3.61 |
|
Profit
After Tax |
12.14 |
10.61 |
6.22 |
Balance
Sheet Statement
(Rs. in lacs)
|
Particulars |
31.03.2003
|
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Sources
of funds |
|
|
|
|
Paid
up share capital |
2.40 |
2.40 |
2.40 |
|
Reserves
and Surplus |
56.14 |
41.61 |
31.00 |
|
Networth |
58.54 |
44.01 |
33.40 |
|
Secured
Loans |
0.00 |
0.00 |
0.00 |
|
Unsecured
Loans |
0.00 |
0.00 |
0.00 |
|
Total |
58.54 |
44.01 |
33.40 |
|
Uses
of funds |
|
|
|
|
Net
fixed assets |
19.52 |
22.24 |
17.46 |
|
Investments |
0.00 |
0.00 |
0.00 |
|
Net
current assets |
39.02 |
21.77 |
15.94 |
|
Total
miscellaneous expenditure not written off |
0.00 |
0.00 |
0.00 |
|
Total |
58.54 |
44.01 |
33.40 |
(In Rupees)
|
Other
Financial Data |
31.03.2003 (Audited) |
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Dividend |
0.00 |
0.00 |
0.00 |
|
Earnings
Per Share (Rs.) |
50.58 |
44.19 |
25.93 |
|
Return
on Net Worth (%) |
21.62% |
24.09% |
18.63% |
|
Book
Value Per Share (Rs.) |
234.00 |
183.37 |
139.18 |
3.1.5
M/s. Madras Medical Care & Health Centre Pvt. Ltd., has not promoted any
company since its incorporation.
3.2 Disclosure
in terms Regulation 16 (ix)
3.2.1
Object
and purpose of the acquisition of the shares and future
plan:
The
acquisition is to comply with the regulations of SEBI (SAST) Regulations, 1997
for the purpose of consolidation of holdings.
3.2.2
The
acquirer undertakes that they will not sell, dispose of or otherwise encumber
any substantial asset of the target company in the succeeding two years except
with the prior approval of the shareholders.
3.3 Declaration
in terms of Regulation 21(3)
As
a consequence of this offer, the public shareholding in M/s. Devaki Hospital
Limited will not be reduced to 10% or less of the voting capital of M/s. Devaki
Hospital Limited. Hence the provisions relating to delisting of the shares of
M/s. Devaki Hospital Limited are not applicable.
4 Background of M/s. Devaki Hospital Limited
(“ Target Company”)
4.1 The company M/s. Devaki Hospital
Limited (“Target Company”) was incorporated on 22.08.1990 under the Companies
Act 1956 and having its registered office at No: 148, Luz Church Road, Mylapore,
Chennai- 600004. The company is engaged in running of hospital and laboratory
and provides a comprehensive health care in the various branches of medicine
such as General Surgery, Urology, Neurology, Cardiology, Ophthalmology,
Pathology, Thorasic Surgery and other allied specialities.
4.2 Share Capital Structure of Target
Company (“M/s. Devaki Hospital Limited”)
|
Paid
up Equity Share of Target Company |
No.
Of Shares/ Voting rights |
%
of Shares/ Voting Rights |
|
Fully
Paid Up Equity Shares |
48,95,400 |
100% |
|
Partly
Paid Up Shares |
Nil |
Nil |
|
Total
Paid Up Equity Shares |
48,95,400 |
100% |
|
Total
Voting Right in Target Company |
48,95,400 |
100% |
4.3 The Target company, as on the date of
this public offer do not have any outstanding convertible instruments (warrants,
FDC/ PCDs). The Target Company as on the date of this public offer do not have
any partly paid up equity shares and hence the status of voting right is case of
partly paid up equity shares are Nil.
4.4 The Equity shares of the M/s. Devaki
Hospital Limited ("Target Company") are listed on Madras Stock Exchange Limited
(MSE), The Stock Exchange, Mumbai (BSE).
4.5
M/s.
Devaki Hospital Limited has complied with the listing requirements and no
punitive action has ever been initiated against M/s. Devaki Hospital Limited by
any of the Stock Exchanges where its shares are listed and M/s. Devaki Hospital
Limited has not complied with the relevant provision of Chapter II of the
Regulations. The Compliance details of the Target Company are given
below:
|
Sl.No. |
Regulation/ Sub-Regulation |
Due
Date for Compliance as mentioned in the
regulation |
Actual
Date of Compliance |
Delay,
if any (in
no of days) Col
4 - Col-3 |
Remarks |
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
|
1 |
6(2) |
20.05.1997 |
03.04.2003 |
* |
Please
refer note |
|
2 |
6(4) |
20.05.1997 |
03.04.2003 |
* | |
|
3 |
8(3) |
30.04.1998 |
03.04.2003 |
* | |
|
4 |
8(3) |
30.04.1999 |
03.04.2003 |
* | |
|
5 |
8(3) |
30.04.2000 |
03.04.2003 |
* | |
|
6 |
8(3) |
30.04.2001 |
03.04.2003 |
* | |
|
7 |
8(3) |
30.04.2002 |
03.04.2003 |
* | |
|
8 |
8(3) |
30.04.2003 |
26.05.2003 |
26
days | |
|
9 |
7(3) |
|
Not
Filed |
|
Note: SEBI
is in the process of initiating suitable action under section 15A(b) of SEBI
Act, 1992 against the target company for alleged non compliance with relevant
provisions of Chapter II of the Regulations.
The Acquirer company (M/s. Madras Medical Care & Health Centre Pvt.
Ltd. has filed the required disclosure under Regulation 7(1) within the due date
regarding the purchase of 5,00,000 equity shares in the Target Company. This is
as per the information provided by Madras Stock Exchange
Limited.
4.6 M/s. Madras Medical Care &
Health Centre Pvt. Ltd. is a closely held private limited company and the
provisions of Chapter II of SEBI (SAST) Regulations, 1997 are not applicable.
M/s. Medical Care & Health Centre Pvt. Ltd. has purchased 5,00,000 equity
shares of M/s. Devaki Hospital Limited (“Target Company”) representing 10.21% of
the equity capital/ voting rights of M/s. Devaki Hospital Limited at an average
rate of Rs.5.00 during the 12 months period prior to the date of the Public
Announcement. This was intimated to
the Stock Exchanges in which the shares of M/s. Devaki Hospital Limited are
listed on 19.05.2003.
4.7
The Board of Directors of M/s. Devaki Hospital Limited as on the date of Public
Announcement i.e 28.09.2003 are as under.
|
Name |
Residential
Address |
|
Mrs.
Chitra Chockalingam |
No:
9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai 600
020 |
|
Dr.
C R Sundararajan |
No:
9, Sir P S Sivaswamy Salai, Chennai 600 004 |
|
Dr.
Deepa Chockalingam |
No:
9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai 600
020 |
|
Dr.
K Chockalingam |
No:
9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai 600
020 |
|
Dr.
A Rathinasabapathy |
No:
32, Mc Nicholas Road, Chetput, Chennai 600 031 |
|
Dr.
D Divakar |
No:
3, East Spur Tank Road, Chetput, Chennai 600
031 |
|
S
Baskaran |
697,
Poonamallee High Road, Amanjikarai, Chennai 600
029 |
|
K
T Ramvarma |
Chennai |
4.8
The present promoters of M/s. Devaki
Hospital Limited and their back ground is as follows:
|
Mrs.
Chitra Chockalingam |
Residing
at No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai
600 020, is diploma holder in Hospital Management and is having over 15
years of experience in Hospital Management. |
|
Dr.
K Chockalingam |
Residing
at No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai
600 020, is a Senior Trauma Surgeon and is in the Board of the
company. |
|
Dr.
Deepa Chockalingam |
Residing
at No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai
600 020, is a doctor and consultant and has appeared for M
D. |
|
Mrs.
Preetha Chocklingam |
She
is a Post graduate in English Literature from Sheffield University of U K
and settled in abroad |
|
Eskeycee
Medical Foundations (P) Ltd |
The
target company was originally run by this company till 1990 and holding
5.11% of total equity and voting capital of the target
company. |
4.9 The Financial details of M/s.
Devaki Hospital Limited are as follows:
Profit and Loss
Statement
(Rs. in
Lacs)
|
Particulars |
31.03.2003 (Provisional)* |
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Income
from operations |
1005.10 |
907.14 |
779.62 |
|
Other
Income |
19.38 |
13.46 |
41.51 |
|
Total
Income |
1024.48 |
920.60 |
821.13 |
|
Total
Expenditure |
798.10 |
722.19 |
629.10 |
|
Profit
before Depreciation, Interest and Tax |
226.38 |
198.41 |
192.03 |
|
Depreciation |
66.67 |
62.93 |
48.93 |
|
Interest |
82.95 |
61.69 |
20.21 |
|
Profit
Before Tax |
76.76 |
73.79 |
122.89 |
|
Provision
for Tax |
20.57 |
25.63 |
8.39 |
|
Profit
after Tax |
56.19 |
48.16 |
114.50 |
Balance Sheet
Statement:
|
Particulars |
31.03.2003 (Provisional)
* |
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Sources
of funds |
|
|
|
|
Equity
Share Capital |
489.54 |
489.54 |
489.54 |
|
Reserve
& Surplus |
86.36 |
30.16 |
100.88 |
|
Secured
Loans |
463.28 |
396.79 |
302.88 |
|
Unsecured
Loans |
25.60 |
34.73 |
71.12 |
|
Deferred
Tax Liability |
113.48 |
109.48 |
0.00 |
|
Total |
1178.26 |
1060.70 |
964.42 |
|
Uses
of Funds |
|
|
|
|
Net
Fixed Assets |
1184.57 |
1194.48 |
816.46 |
|
Investments |
0.00 |
0.00 |
0.25 |
|
Net
Current Assets |
-27.41 |
-148.04 |
145.72 |
|
Misc.
Exp Not Written off |
21.10 |
14.26 |
1.99 |
|
Total |
1178.26 |
1060.70 |
964.42 |
(In Rupees)
|
Other
Financial Data |
31.03.2003 (Provisional)
* |
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Dividend |
0.00 |
0.00 |
0.00 |
|
Earnings
Per Share ( Rs.) |
1.15 |
0.98 |
2.48 |
|
Return
on Net Worth (%) |
10.11% |
9.26% |
19.39% |
|
Book
Value Per Share (Rs.) |
11.33 |
10.32 |
11.90 |
(*)
Source: Web site: www.bseindia.com
4.10 There were no mergers, demergers
and spin-offs involving M/s. Devaki Hospital Limited during the last three
years. The company name has not been changed since its shares were
listed.
4.11 The Pre and Post-offer Equity Shareholding pattern of M/s.
Devaki Hospital Limited
|
Shareholders Category |
Shareholding
& voting rights
prior to the agreement/
acquisition and
Offer (A) |
Shares/Voting
rights agreed
to be acquired which
triggered off the
Regulations (B) |
Shares/
Voting rights agreed
to be acquired in
the Open Offer (Assuming
full acceptances) |
Shareholding/
Voting rights
after the acquisition
and Offer (A+B+C) | ||||||
|
|
No
of Shares |
%age |
No
of Shares |
%age |
No
of Shares |
%age |
No
of Shares |
%age | ||
|
1. a.
Parties
to Agreement b.
Promoters
other than (a) above |
1415600 |
28.92 |
|
|
|
|
1415600 |
28.92
| ||
|
Total
1 (a+b) |
1415600 |
28.92 |
|
|
|
|
1415600 |
28.92 | ||
|
2.
Acquirers |
|
|
|
|
|
|
|
| ||
|
a.
Main
Acquirer b.
PACs |
500000 |
10.21 |
|
|
1958160 |
40.00 |
2458160 |
50.21 | ||
|
Total
2 (a+b) |
500000 |
10.21 |
|
|
1958160 |
40.00 |
3873760 |
79.13 | ||
|
3.
Parties to agreement other than (1)(a) &
2 |
Not
Applicable | |||||||||
|
4.
Public (other than parties to agreement, acquirers &
PACs) |
|
|
|
|
|
|
1021640
|
20.87 | ||
|
a.
FIs/
MFs/ FIIs/ Banks/ SFIs b.
Others |
710100 2269700 |
14.51 46.36 |
|
|
|
|
|
| ||
|
Total
(4) (a+b) |
2979800 |
60.87 |
|
|
|
|
1021640 |
20.87 | ||
|
Grand
Total (1+2+3+4) |
4895400 |
100.00 |
|
|
|
|
4895400 |
100.00 | ||
Note:
1. Promoters holding which is
28.92% of total share and voting capital at present may go down, if they
participate in the offer.
2. The Acquirer/ PACs have not acquired any
shares after the date of Public Announcement i.e. 28.09.
2003
4.12
There has been no agreement between the PACs as regards the open offer. The PACs
have not entered into any agreement with regard to the acquisition of shares.
4.13 Litigations
M/s.
Madras Medical Care & Health Centre Pvt. Ltd., (Acquirer) and its Managing
Director Dr. K C Reddy have filed Company Petition No: 34 of 2003 on the file of
Company Law Board, Additional Principal Bench, Southern Region, Chennai u/s 397
read with section 398 of the Companies Act, 1956 for oppression and
mismanagement of the affairs of M/s. Devaki Hospital Limited by its Directors
and sought for the relief that Mrs. Chitra Chockalingam had ceased to be the
Managing Director/ Director of M/s. Devaki Hospital Limited, since she has
violated section 295 of the Companies Act, 1956 and consequently her office as a
Director has become vacant pursuant to section 283(1)(h) of the Companies Act,
1956 and various other reliefs against the company and its Directors. The
Company Law Board, Southern Region has passed an order on 14.08.2003 in Company
Application No:77 of 2003 in C P No: 34 of 2003 restraining Mrs. Chitra
Chockalingam from interfering with the activities of the company.
The
said Mrs. Chitra Chockalingam had filed C M A No: 2027 of 2003 on the file of
High Court, Madras against the order of the Company Law Board passed on
14.08.2003 in Company Application No: 77 of 2003 in C. P. No: 34 of 2003. The
Division Bench has dismissed the said C.M.A on 25.08.2003 and directed the
Learned Single Judge to dispose the Original Application 675 of 2003 in C.S.No:
562 of 2003 which has been filed by M/s. Devaki Hospital Limited on the file of
the High Court, Madras for a declaration that Mrs. Chitra Chockalingam had
vacated her as a Director since she had violated section 295 of the Companies
Act, 1956 and consequently her office as a Director had become vacant.
M/s.
Devaki Hospital Limited has filed O.A.No.675 of 2003 in the said suit seeking an
injunction restraining Mrs. Chitra Chockalingam acting as a Managing Director/
Director of M/s. Devaki Hospital Limited. The said O.A.No. 675 of 2003 has been
dismissed by the Learned Single Judge, High Court, Madras on 19.09.2003. M/s.
Devaki Hospital Limited has filed an O.S.A. No.342 of 2003 before the Division
Bench of the High Court, Madras. C.M.P No. 15297 of 2003 in O.S.A. No.342 of
2003 came before the Division Bench of High Court, Madras on 30.09.2003 and the
Division Bench has directed Mrs. Chitra Chockalingam to draw money to meet the
bare minimum expenses to disburse the salaries to the staffs of the hospital and
the said C.M.P is posted for hearing on 10.11.2003.
5 Offer Price and Financial
Arrangements
5.1 Justification of offer
Price
The
equity shares of M/s. Devaki Hospital Limited are listed on Madras Stock
Exchange Limited (MSE), The Stock Exchange, Mumbai (BSE). The annualized trading
turnover during Six calendar months preceding the month in which the public
announcement has been made in each of the stock exchange is detailed
below:
|
Name
of Stock
Exchange(s) |
Total
No. of Shares Traded during 6 calendar months preceding the month in which
the Public Announcement has been made |
Total
No. of
listed Shares |
Annualised
Trading Turnover ( in terms
of %age of total listed
shares) |
|
MSE |
5586 |
48,95,400 |
0.22% |
|
BSE |
Nil |
48,95,400 |
Nil |
The
Public Announcement was given on 28.09.2003 (Sunday) and no trading took place
on that date. Source : Web site: www. bseindia.com and Official data from the
Madras Stock Exchange Limited
The
Equity Shares of the Target Company are infrequently traded on the above
Exchanges within the meaning of Explanation (i) of Regulation 20 of
Sub-regulation (5) of the SEBI (SAST) Regulations, 1997. The offer price of Rs.
11.00 (Rupees Eleven Only) is payable in cash in terms of Regulation 20(2). The
offer price is determined by the acquirer in consultation with the Merchant
Banker in terms of Regulation 20(5) taking into account the following
factors:
i.
Negotiated
price under the MOU – Not Applicable
ii.
During
the twenty six weeks prior to the date of PA, the Acquirer company (“M/s. Madras
Medical Care & Health Centre Pvt. Ltd.”) has purchased 5,00,000 equity
shares of the Target Company representing 10.21% of the total share capital/
voting rights of the Target Company at the average rate of Rs.5.00 per share.
There has been no allotment to the acquirer/ PACs in a public or rights or
preferential issue.
iii.
Other
Parameters:
|
|
31.03.2003
(Provisional*) |
31.03.2002
(Audited) |
Book
Value per Share (Rs.) |
11.33 |
10.32 |
|
Earning
per Share (Rs.) |
1.15 |
0.98 |
|
Return
on Net Worth |
10.11% |
9.26% |
|
Industry
P/E Ratio (**) |
16.50 | |
(*) Source:
Website:www.bseindia.com
(**)
Source: Capital Market Vol. XVIII/14 dated September 15, 2003 (Industry:
Healthcare)
The
Offer Price of Rs.11.00 is justified based on the above
parameters.
5.2
If
acquirer/ PAC acquires shares after the date of Public Announcement up to 7
(Seven) working days prior to the Closure of the Offer at a price higher than
the Offer Price, then the highest price paid for such acquisition shall be
payable for all the valid acceptances received under the
Offer.
5.3 Non Compete Agreement –
There is no non compete agreement
5.4 Financial Arrangement for the
Offer
(i) The total fund requirement for the
offer, assuming full acceptance shall be Rs.215.40 Lakhs (Rupees Two Hundred and
Fifteen Lakhs and Forty Thousand Only).
(ii)
The
Acquirer has opened an Escrow Account (Account No: 5142) with Indian Bank,
Chetput Branch, Chennai and deposited an amount of Rs. 53.85 Lakhs (Rupeess
Fifty Three Lacs and Eighty Five Thousand Only) by way of cash, representing 25%
of the total consideration payable under the Open Offer assuming full
acceptances in terms of Regulation 28(2) and the Merchant Banker (M/s. Indbank
Merchant Banking Services Ltd.) has
been authorised to realise the value of escrow account in terms of SEBI (SAST)
Regulations, 1997.
(iii) Financial resources
required to implement the offer is already in place in terms of Regulation 16 (xiv) and the funds have
been arranged from the domestic
sources of the company invested by the promoters of the
Company.
(iv) Mr. E Panneerselvam of M/s.Selvam
& Suku, Chartered Accountants and Statutory Auditors, (Membership No:18001)
having their office at C-1, I floor, Alsa Towers, 186/187, Poonamallee High
Road, Kilpauk, Chennai 600 010 Phone No: 2642 5285, Fax No: 2642 5372 have
certified that the Acquirer has sufficient resources to meet the required
financial obligations under the open offer. Based on this, the Merchant Banker
(M/s. Indbank Merchant Banking Services Limited) to the Open offer confirms that
firm arrangements for funds and money for payment are in place to fulfill the
offer obligations in accordance with SEBI (SAST) Regulations,
1997.
6 Terms and conditions of the
Offer
6.1.1
This is not a conditional offer and is not subject to any minimum level of
acceptance.
6.1.2
The shares of the Target company are held both in Physical Form and in
Dematerialised form. 73.25% of shares are held in Physical Form and 26.75% of
shares are held in Dematerialised form.
6.1.3
The
Letter of Offer (LOO) together with Form of Acceptance cum Acknowledgment,
Transfer deed and Form of Withdrawal shall be mailed to all shareholders whose
names appear in the register of the Target Company at the close of business
hours on the specified date i.e
15.10.2003.
6.1.4
Shareholders who wish to tender their equity shares will be required to send the
Form of Acceptance cum Acknowledgment, Original share certificate(s) and
transfer deed(s) duly signed to the Registrar to the Offer at the below
mentioned address:
|
Name
and Address of the registrar to whom the shares should be
sent. |
Working
Days and Timings |
Mode
Of Delivery |
|
Cameo
Corporate Services Limited (Unit:
M/s. Devaki Hospital Limited) “Subramanian
Building” No:
1, Club House Road Chennai
600 002 Ph.
Nos: (044) 52159032, 28460390 Fax
No: 2846 0129 e
mail : cameo@cameoindia.com Contact
Person: Mr. R D Ramasamy
General Manager |
Monday
to Saturday Between
10.00 AM to 05.00 PM |
By
hand delivery/ registered post |
6.1.5
Beneficial
Owners and Shareholders holding shares in the dematerialised form, will be
required to send their Form of Acceptance cum Acknowledgement to the Registrar
to the Offer either by hand delivery during the normal business hours or by
Registered Post on or before the close of the offer i.e.18.12.2003, along with
photocopy of the delivery instructions in “Off Market” mode or counterfoil of
the delivery instruction in “Off Market” mode, duly acknowledged by the
Depository Participant (“DP”) in favour of M/s. Cameo Corporate Services Limited
Escrow A/c - M/s. Devaki Hospital Limited - Open Offer, filled in as per the
instructions given below:
Name of Depository
:
National Securities Depository Ltd (NSDL)
DP Name
:
Indbank, Chennai
Client ID Number
:
10048462
DP ID Number
:
IN 300597
6.1.6
All owners of equity shares, registered
or unregistered, who own the shares at any time prior to the closure of the
offer are eligible to participate in the Open Offer. Unregistered owners can
send their application in writing to the Registrar to the Offer, on Plain paper
stating the Name, Address, No. of Equity Shares held, No. of Equity Shares
offered, Distinctive Nos., Folio No., together with Original Share
Certificate(s), Valid Transfer Deed(s) and the original contract note issued by
the Broker through whom they acquired their shares. No Indemnity is required
from the unregistered owners.
6.1.7
In
case of non-receipt of the LOO, the eligible persons may send their consent, to
the Registrar to the Offer, on a plain paper stating their Name, Address, No. of
equity shares held , No. of equity shares offered along with Distinctive No. so
as to reach the Registrar to the offer, on or before the close of the offer. In
case, the shares are in Demat form, specify the details such as DP Name, DP ID
No., Beneficiary Account No. etc., The shareholders holding shares in
dematerialised mode should also ensure to credit their shares in favour of
depository account before the closure of the offer.
6.1.8
The
registrar to the offer will hold in trust the Shares/ Share Certificates, Form
of Acceptance cum Acknowledgment, if any, and the transfer form(s) on behalf of
the shareholders of the Target Company who have accepted the Offer, till the
Cheques/ Drafts of the consideration and/ or the unaccepted shares/ Share
Certificates are dispatched/ returned.
6.1.9
Attention
of Shareholders is invited to the fact that the LOO alongwith form of acceptance
will also be available at SEBI’s web site www.sebi.gov.in
and eligible persons may download the form of acceptance cum acknowledgment from
the web site for applying in the offer.
6.1.10 In
case, the number of shares offered for sale is more than the shares agreed to be
acquired, the Acquirer shall accept the offer received on a proportionate basis,
in consultation with the Merchant Banker, ensuring that the basis of acceptance
is decided in a fair and equitable manner. Unaccepted share certificate(s),
transfer form and other documents, if any will be returned by registered post at
the shareholder’s/ unregistered owners sole risk to the sole/ first
shareholder.
6.1.11 In
terms of Regulation 22(5A) shareholders shall have an option to withdraw
acceptance tendered up to three working days prior to the date of closure of the
offer by submitting the documents as specified below, so as to reach Registrar
to the Issue. The withdrawal can be exercised by submitting Form of Withdrawal
as enclosed with LOO. In case of non receipt of Form of Withdrawal, the
withdrawal can be exercised by making application in plain paper along with the
following details:
(i)
In
case of Physical Shares: Name, Address, Distinctive Numbers, Folio Numbers No.
of equity shares tendered/ withdrawn.
(ii) In case of Dematerialised Shares: Name,
Address, Number of shares tendered/ withdrawn, DP Name, DP ID, Beneficiary account number and a photocopy for
delivery instruction in “Off Market” mode or counterfoil of the delivery
instruction in “Off Market” mode, duly acknowledged by the DP in favour of the
Depository Escrow account.
6.1.12 A
schedule of some of the major activities pertaining to the offer is given
below:
Activity |
Date
& Day |
|
Specified
Date |
15.10.2003
(Wednesday) |
|
Last
date of Competitive Bid |
18.10.2003
(Saturday) |
|
Date
by which LOO to be posted to shareholders |
10.11.2003
(Monday) |
|
Date
of opening of the offer |
19.11.2003
(Wednesday) |
|
Last
date for revising the offer Price/ No of Shares |
10.12.2003
(Wednesday) |
|
Last
Date for Withdrawal of acceptance by the
shareholders |
15.12.2003
(Monday) |
|
Date
of Closing of the offer |
18.12.2003
(Thursday) |
|
Last
date of communicating rejection/acceptance (in part or full) and mailing
of consideration for applications accepted |
12.01.2004
(Monday) |
The
shares and other relevant document should not be sent to M/s. Madras Medical
Care & Health Centre Pvt. Ltd. (Acquirer) or M/s. Devaki Hospital Limited
(“Target Company”).
6.2
Eligibility for accepting the offer
The
present offer is being made to all the shareholders of M/s. Devaki Hospital
Limited, whose names appear as on
the Specified date i.e 15.10.2003 and also to those persons who owns the shares
at any time prior to the closure of the offer but are not registered
shareholders.
6.3
Statutory Approvals and Condition of the
Offer
6.3.1 The
Acquirer will make requisite application to the Reserve Bank of India (RBI) to
obtain permission under the Foreign Exchange Management Act, 1999 (FEMA) to
acquire shares from Non-Resident Shareholders of the Target Company, if
any.
6.3.2
In case of inability of the acquirer to make payment within 30 days from the
closure of the offer in respect of the acquisition of shares tendered in the
offer by the Non Resident shareholders due to the non receipt of approval from
RBI under FEMA, 1999, SEBI has power to grant extension of time to acquire for
payment of consideration to shareholders subject to Acquirer agreeing to pay
interest as directed by SEBI.
6.3.3 Apart
from above, to the best of the knowledge of the Acquirer, as on the date of the
Public Announcement, no other statutory approvals are required for the purpose
of acquisition of shares under the Open Offer.
6.3.4 In
case of non receipt of statutory approval(s) within time, SEBI has power to
grant extension of time to the Acquirer for payment of consideration to
shareholders subject to Acquirer agreeing to pay interest as directed by SEBI in
terms of Regulation 22(12) of SEBI (SAST) Regulations,
1997.
6.3.5
In case the acquirer fails to obtain the requisite statutory approval in time on
account of willful default or neglect or inaction or non action, then action in
terms of Regulation 22(13) will be initiated.
6.3.6
The acquirer does not require any approval from its bankers for the open
offer.
7 Procedure for acceptance and settlement of
the offer
7.1 Unregistered
shareholders should enclose:
Ø Form
of acceptance-cum-acknowledgement or an application of plain paper, duly
completed and signed in accordance with the instructions contained therein
.
Ø Original
Share Certificate(s)
Ø Copy
of the Original Contract Note Issued by the broker through whom the shares were
acquired.
Ø Proof
of lodgment of shares for transfer and acknowledgement thereof by the company or
their Registrar and Share Transfer Agent. (if the share Certificate have already
been lodged for transfer)
Ø Valid
share transfer deed(s) including an additional valid transfer deed duly signed
by the unregistered Shareholder as the transferor.
Ø No
indemnity is required from the unregistered owners.
7.2 Owners of shares who
have tendered their shares for transfer should enclose:
Ø Form
of acceptance-cum-acknowledgement duly completed and signed in accordance with
the instructions Contained therein.
Ø Valid
share transfer deed(s) including valid transfer deed duly signed by the
unregistered shareholder as the transferor.
Ø The
market lot of equity shares of M/s. Devaki Hospital Limited in physical form is
100 shares.
7.3
For
equity shares held in demat form:
Beneficial
Owners should enclose:
q
Form
of Acceptance cum Acknowledgement duly completed and signed in accordance with
the instructions contained herein, as per the records of the Depository
Participant (DP).
q
Photocopy
of the delivery instruction in “Off Market” mode or counterfoil of the delivery
instruction in “Off Market” mode duly acknowledged by the
DP.
q
For
each Delivery Instruction, the beneficial owner should submit separate Form of
Acceptance
7.4
The
withdrawal option can be exercised by submitting the Form of Withdrawal as
enclosed with the Letter of Offer. Shareholders should enclose the
following:
7.4.1
Equity
shares held in demat form, beneficial owners should
enclose
q
Duly
signed and completed Form of Withdrawal
q
Acknowledgement
slip in original/ copy of the submitted Form of Acceptance cum Acknowledgement
in case delivered by Registered Post A.D.
q
Photocopy
of the delivery instruction in “Off Market” mode or counterfoil of the delivery
instruction in “Off Market” mode, duly acknowledged by the
DP.
7.4.2
Equity shares held in physical form, the registered shareholders should
enclose
q Duly signed and completed Form of
Withdrawal
q Acknowledgement slip in original/
Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered
by Registered A.D.
q In case of partial withdrawal,
valid Share Transfer form(s) duly signed as transferors by all registered
shareholders (in case of joint holdings) in the same order and as per specimen
signatures registered with M/s. Devaki Hospital Limited and duly witnessed at
the appropriate place.
7.4.3
Equity shares held in physical form, the
unregistered shareholders should enclose
q Duly signed and completed
Form of Withdrawal
q
Acknowledgement
slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered
A.D.
7.5 The share certificate(s), share
transfer deed(s) and the form of acceptance should be sent only to the registrar
to the offer and not to the Merchant Banker or the acquirer or the Target
company.
7.6 In the event of any delay in making
payment beyond 12.01.2004 i.e the last date of mailing of consideration for
applications accepted, the acquirer shall be liable to pay interest @ 10% p.a on
the offer price, till the actual date of payment of
consideration.
7.7 In case, the number of shares
offered for sale is more than the shares agreed to be acquired, the Acquirer
shall accept the offer received on a proportionate basis, in consultation with
the Manager to the Offer, ensuring that the basis of acceptance is decided in a
fair and equitable manner and does not result in non-marketable lots. The
minimum market lot is 100. However the shareholders holding less than the
marketable lot can offer the entire holding in terms of Regulation 21(6) of SEBI
(SAST) Regulations, 1997.
8. Document for
Inspection
The following documents will be available for inspection to the
shareholders of M/s. Devaki Hospital Limited at the registered office of M/s.
Madras Medical Care & Health Centre Pvt. Ltd. whose address is given on the
cover page of this document, between 10.00 AM to 5 PM on all working days
till the offer Closing date (
i.e 18.12.2003 , Thursday)
:
a.
Copy
of Memorandum of Understanding between M/s. Madras Medical Care & Health
Centre Pvt. Ltd. and M/s. Indbank Merchant Banking Services
Limited
b.
Copy
of letter issued by M/s. Madras Medical Care & Health Centre Pvt. Ltd.
appointing M/s. Cameo Corporate Service Limited as Registrar to the
offer
c.
Certificate
of Incorporation, Memorandum and Articles of Association of M/s. Madras Medical
Care & Health Centre Pvt. Ltd.,
d.
Certificate
of Incorporation, Memorandum and Articles of Association of M/s. Devaki Hospital
Limited
e.
Audited
Accounts of M/s. Madras Medical Care & Health Centre Pvt. Ltd. for the last
three years
f.
Audited
Accounts of M/s. Devaki Hospital Limited for the years ended 31.03.2001 and
31.03.2002 and Provisional accounts for the year ended
31.03.2003
g.
Certificate
by a C.A., certifying the adequacy of financial resources to fulfil the open
offer obligation by the acquirer ("M/s. Madras Medical Care & Health Centre
Pvt Ltd.")
h. Letter from Indian Bank, Chetput
Branch, Chennai confirming the amount kept in the Escrow account are lien in
favour of Merchant Banker ("Indbank Merchant Banking Services
Ltd.").
i. A published copy of Public
Announcement dated 28.09.2003
j.
Copies
of certificates given by Chartered Accountants certifying the Net Worth of
PACs
k.
Copies
of various undertakings issued by M/s. Madras Medical Care & Health Centre
Pvt. Ltd.
l.
Copy
of letter no: CFD/DCR/TO/AK/20436/03 dated 27.10.2003 received from Securities
and Exchange Board of India in terms of provisions of Regulation 18(2) of the
SEBI (SAST) Regulations, 1997
m. The
following documents pertaining to the litigations will also be available for
inspection:
q
Plaint
in C S 562 of 2003 and Affidavit filed in Application No: O A 675 of 2003 in C S
562 of 2003
q
Counter
filed by Mrs. Chitra Chockalingam in C A 675 of 2003 and Reply Affidavit filed
by the Target Company in C A 675 of 2003
q
Judgement
in O A 675 of 2003
q
Grounds
of appeal in O S A 342 of 2003 and Affidavit filed by the Target company in C M
A 15297 of 2003 in O S A 342 of 2003
q
Counter
filed by Mrs. Chitra Chockalingam in C M P 15297 of 2003 and Reply Affidavit by
the Target Company in C M P 15297 of 2003
9. Responsibility
Statement
The
Acquirer accepts full responsibility for the information contained in this
Letter of Offer and Form of Acceptance. The acquirer shall jointly and severally
responsible for ensuring compliance with the Regulations. All information
contained in this document is as on the date of the Public Announcement, unless
stated otherwise.
For
M/s. Madras Medical Care & Health Centre Pvt. Ltd.
Place:
Chennai
Date
: 07.11.2003
Dr. K C Reddy
Managing Director
Dr. C M Thiagarajan
Director
Dr. Salim J Thomas
Director
ANNEXURE I
1.
M/s. Madras Medical Care & Health Centre Pvt. Ltd. is the acquirer company.
Dr. K C Reddy, Dr. C M Thiagarajan and Dr. Salim J Thomas are the Persons Acting
in Concert (PACs)
2.
The offer to the shareholders of M/s. Devaki Hospital Limited is being made in
compliance with Regulation 10 of the SEBI (SAST) Regulations, 1997.
3.
There has been no agreement between the PACs as regards the open offer. The PACs
have not entered into any agreement with regard to the acquisition of shares.
4.
M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer) is an unlisted
company incorporated under the Companies Act, 1956 and having its registered
office at No: 148, Luz Church Road, Mylapore, Chennai 600
004.
5.
M/s. Medical Care & Health Centre Pvt. Ltd. (“Acquirer”) has commenced its
business after his incorporation on 18.11.1991. The main object of the company
is to construct hospitals, nursing homes, clinics, dispensaries, medical centres
and maintain them with all laboratory facilities.
6.
The following are the Promoters and present directors of the Acquirer Company
(M/s. Madras Medical Care & Health Centre Pvt. Ltd.)
Name |
Category |
Residential
Address of the Promoters |
|
Dr.
K C Reddy |
Promoter
Director |
No:
115, St. Mary’s Road, Alwarpet, Chennai 600
018 |
|
Dr.
C M Thiagarajan |
Promoter
Director |
No:
6, Moores Road, Chennai 600 006 |
|
Dr.
Salim J Thomas |
Promoter
Director |
No:
18, Ethiraj Salai, Egmore, Chennai 600
105 |
7. The Shareholding pattern of the
acquirer company (M/s. Madras Medical Care & Health Centre Pvt.
Ltd.)
|
Shareholders
Category |
Total
No. of Shares Held |
%age
of shares held |
|
Promoters: |
|
|
|
Dr.
K C Reddy |
8,000 |
33.34% |
|
Dr.
C M Thiagarajan |
8,000 |
33.33% |
|
Dr.
Salim J Thomas |
8,000 |
33.33% |
Total
Equity Shares |
24,000 |
100% |
8.
The Acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd. has
filed the required disclosure under Regulation 7(1) of Chapter II of SEBI (SAST)
Regulations, 1997 within the due date regarding the purchase of 5,00,000 equity
shares in the Target Company. This is as per the information provided by Madras
Stock Exchange Limited.
9.
The Persons Acting in Concert are not in the Board
of either target company or any other listed companies.
10. Profit and Loss
Statement
(Rs. in lacs)
|
Particulars |
31.03.2003 (Audited) |
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Income
from Operations |
250.64 |
224.94 |
197.82 |
|
Other
Income |
9.24 |
6.34 |
4.52 |
|
Total
Income |
259.89 |
231.31 |
202.34 |
|
Total
Expenditure |
238.05 |
212.73 |
190.39 |
|
Profit
Before Depreciation, Interest and Tax |
21.84 |
18.58 |
11.95 |
|
Depreciation |
3.17 |
3.06 |
2.12 |
|
Interest |
0.00 |
0.00 |
0.00 |
|
Profit
Before Tax |
18.67 |
15.52 |
9.83 |
|
Provision
for Tax |
6.53 |
4.91 |
3.61 |
|
Profit
After Tax |
12.14 |
10.61 |
6.22 |
Balance
Sheet Statement
(Rs. in lacs)
|
Particulars |
31.03.2003
|
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Sources
of funds |
|
|
|
|
Paid
up share capital |
2.40 |
2.40 |
2.40 |
|
Reserves
and Surplus |
56.14 |
41.61 |
31.00 |
|
Networth |
58.54 |
44.01 |
33.40 |
|
Secured
Loans |
0.00 |
0.00 |
0.00 |
|
Unsecured
Loans |
0.00 |
0.00 |
0.00 |
|
Total |
58.54 |
44.01 |
33.40 |
|
Uses
of funds |
|
|
|
|
Net
fixed assets |
19.52 |
22.24 |
17.46 |
|
Investments |
0.00 |
0.00 |
0.00 |
|
Net
current assets |
39.02 |
21.77 |
15.94 |
|
Total
miscellaneous expenditure not written off |
0.00 |
0.00 |
0.00 |
|
Total |
58.54 |
44.01 |
33.40 |
(In Rupees)
|
Other
Financial Data |
31.03.2003 (Audited) |
31.03.2002 (Audited) |
31.03.2001 (Audited) |
|
Dividend |
0.00 |
0.00 |
0.00 |
|
Earnings
Per Share (Rs.) |
50.58 |
44.19 |
25.93 |
|
Return
on Net Worth (%) |
21.62% |
24.09% |
18.63% |
|
Book
Value Per Share (Rs.) |
234.00 |
183.37 |
139.18 |
11.
M/s. Madras Medical Care & Health Centre Pvt. Ltd. has not promoted any
company since its incorporation.
12. Dr. K C Reddy, aged about 61 years is
residing at No:115, St. Mary’s Road, Alwarpet, Chennai 600 018 is a General
Surgeon trained in Urology in UK and holding a degree of M S (General Surgery)
from the University of Edinburgh in 1979. He is a specialist in transplant
surgery. The Net Worth of Dr.
K C Reddy as on 31.03.2003 is Rs.150.90 Lakhs as certified by Mr. G Vaidyanathan
of M/s. G V N Shankar & Co, Chartered Accountants, (Membership No: 1100)
A-3, Gayathri, No: 56, Warren Road, Mylapore, Chennai 600
004.
Dr. C M Thiagarajan, aged about 59
years is residing at No: 6, Moores Road, Chennai 600 006 is a Nephrologist
trained in Christian Medical College, Vellore. Qualified MD in 1974 from Madras
Medical College and MNAMS in 1982 from National Board of Examinations. He has
served as an Assistant Professor of Medicine at the Madras Medical College and
has been in private practice in Chennai as Nephrologist since 1982. The Net
Worth of Dr. C M Thiagarajan as on 31.03.2003 is Rs.128.68 Lakhs as certified by
Mr. L Saravanan, Chartered Accountant, (Membership No: 211052), No: 85/2,
Thiruvalluvarpuram II Street,
Choolaimedu, Chennai 600 094.
Dr. Salim J Thomas, aged about 55 years
is residing at No: 18, Ethiraj Salai, Egmore, Chennai 600 105 is a General
Surgeon trained in Surgical Oncology. He has qualified MBBS in 1970 and MS
(General Surgery) in 1976 from the University of Pune. He has also qualified
MNAMS in 1979 from National Board of Examinations. He has been in private practice as a
Surgical Oncologist accredited to Apollo Speciality Hospitals. The Net Worth of
Dr. Salim J Thomas as on 31.03.2003 is Rs.210.00 Lakhs as certified by Ms.
Niranjana Rao, Chartered Accountant, (Membership No: 208706) of M/s. Kurien
& Co, Chartered Accountants, 1-C, Queen’s Court, No: 6/102, Montieth Road,
Egmore, Chennai 600 008.
13. Disclosure
in terms Regulation 16 (ix)
Object and purpose of the acquisition of
the shares and future plan:
The
acquisition is to comply with the regulations of SEBI (SAST) Regulations, 1997
for the purpose of consolidation of holdings.
The
acquirer undertakes that they will not sell, dispose of or otherwise encumber
any substantial asset of the target company in the succeeding two years except
with the prior approval of the shareholders.
14. Declaration
in terms of Regulations 21(3)
As
a consequence of this offer, the public shareholding in M/s. Devaki Hospital
Limited will not be reduced to 10% or less of the voting capital of M/s. Devaki
Hospital Limited. Hence the provisions relating to delisting of the shares of
M/s. Devaki Hospital Limited are not applicable.
15.
The consideration is to be paid by the acquirer by
cash
ANNEXURE
II
STATUS
OF COMPLIANCE WITH THE PROVISIONS OF CHAPTER II OF THE TAKEOVER
REGULATIONS
(1) By
the acquirer:
The
acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.) being
a Private Limited Company, the provisions of disclosure requirements under
Chapter II (excepting Regulation 7) of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 is not
applicable.
The
acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.) has
purchased 5,00,000 equity shares representing 10.21% of voting capital of M/s.
Devaki Hospital Limited. The same has been informed to Madras Stock Exchange
Limited and The Stock Exchange, Mumbai on 19.05.2003 to comply with the
provision of Regulation 7(1) of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations,
1997.
(2)
By the Target Company:
|
Sl.No. |
Regulation/ Sub-Regulation |
Due
Date for Compliance as mentioned in the
regulation |
Actual
Date of Compliance |
Delay,
if any (in
no of days) Col
4 - Col-3 |
Remarks |
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
|
1 |
6(2) |
20.05.1997 |
03.04.2003 |
* |
Please
refer note |
|
2 |
6(4) |
20.05.1997 |
03.04.2003 |
* | |
|
3 |
8(3) |
30.04.1998 |
03.04.2003 |
* | |
|
4 |
8(3) |
30.04.1999 |
03.04.2003 |
* | |
|
5 |
8(3) |
30.04.2000 |
03.04.2003 |
* | |
|
6 |
8(3) |
30.04.2001 |
03.04.2003 |
* | |
|
7 |
8(3) |
30.04.2002 |
03.04.2003 |
* | |
|
8 |
8(3) |
30.04.2003 |
26.05.2003 |
26
days | |
|
9 |
7(3) |
|
Not
Filed |
|
Note:
SEBI is in the process of initiating suitable action under section 15A(b) of
SEBI Act, 1992 against the target company for alleged non compliance with
relevant provisions of Chapter II of the Regulations.
FORM
OF ACCEPTANCE-CUM ACKNOWLEDGEMENT
THIS
DOCUMET IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
(Please
send this Form with enclosures to the Registrars to the Offer at their address
given below
From
Offer Opens On :
19.11.2003
Offer
Closes On : 18.12.2003
To
Cameo
Corporate Services Limited
(Unit:
M/s. Devaki Hospital Limited - Open Offer)
“Subramanian
Building”
No:
1, Club House Road
Chennai
600 002
Dear
Sirs,
SUB:
Open Offer for purchase of 19,58,160 Equity Shares of M/s. Devaki Hospital
Limited representing 40% of its voting capital at an Offer Price of
Rs.11.00 per fully paid up equity
share by M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer).
I/we
refer to the Letter of Offer dated 07.11.2003 for acquiring the equity shares
held by me/us in M/s. Devaki Hospital Limited.
I/We,
the undersigned have read the Letter of Offer and understood its contents
including the terms and conditions as mentioned therein.
I/We
accept the offer and enclose the original share certificate(s) and duly signed
transfer deeds in respect of my/our shares as detailed
below:
Ledger
Folio No. __________________ No. of Share Certificate
____________
|
Sr.
No. |
Certificate
No. |
Distinctive
no. From:
To: |
Number
of shares | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
no. of Shares |
| |||
(Please
attach an additional sheet of paper and authenticate the same, if the above
space is insufficient)
I/We
confirm that the equity shares of M/s. Devaki Hospital 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 note and understand that the share holders who have accepted the offer by
tendering the requisite documents, in terms of the Public announcement/Letter of
Offer, shall have the option to withdraw acceptance tendered by him up to three
working days i.e. 15.12.2003 (Monday), prior to the date of closure of the
offer.by submitting an application on plain paper along with relevant
details.
I/
We note and understand that the original share certificate(s), valid share
transfer deed(s) will be held in trust for me/us by Registrar to the Offer until
the time the Acquirer gives the purchase consideration as mentioned in the
Letter of Offer. I/We also note and
understand that the Acquirer will pay the purchase consideration only after
verification of the documents and signatures.
I/
We authorize the Acquirer to accept the shares so offered which they may decide
to accept in consultation with the Merchant Banker and in terms as of the Letter
of Offer and I/We further authorize the Acquirer to return to me/us, the equity
share certificate(s) in respect of which the Offer is not found valid/not
accepted, specifying the reasons thereof.
I/
We authorize the Acquirer to send by registered post the cheque/ demand
draft/pay order, in settlement of the amount to the sole/first holder at the
address mentioned below:
|
Holder(s) |
Full
Names(s) of the Holder(s) |
Address |
Signatures |
|
Sole/First |
|
|
|
|
Second |
|
|
|
|
Third |
|
|
|
Note:
i. In case of joint holdings all must sign.
ii. A Corporation must affix its common seal.
Place:
Date:
So
as to avoid fraudulent encashment in transit, the shareholder(s) may provide
details of Bank Account of the sole/first shareholder and the consideration
cheque/ demand draft/pay order will be drawn accordingly.
|
Name
of the Bank |
Branch |
Savings/
Current A/c no. |
City |
|
|
|
|
|
Permanent
Account No.(PAN/GIR No.) allotted under the Income Tax Act, 1961, is as
under:
|
|
Sole
/ First Holder |
Second
Holder |
Third
Holder |
|
PAN/GIRNo. |
|
|
|
----------------------------------------------Tear
along this
line-----------------------------------------------------------
App
No.
Acknowledgement slip
(To be filled in by the shareholder)
Folio -
(For
Shares tendered against open offer made by M/s. Madras Medical Care & Health
Centre Pvt. Ltd.,
Received
from Mr./Ms./M/s____________
Stamp of Registrar
Address
____________________________ Date
of receipt
Folio
No. :__________________________
Signature of Officer
No.
of Share certificates enclosed _______
Certificate No.___________
Total
number of Share(s) enclosed
_______________________________
Note:
All future correspondence, if any, should be addressed to Registrars to the
Offer.
FORM OF
WITHDRAWAL
PLEASE
USE THIS FORM ONLY IF YOU HAVE TENDERED
THE
SHARES AND WISH TO WITHDRAW YOUR APPLICATION
From
To
Cameo
Corporate Services Limited
(Unit:
M/s. Devaki Hospital Limited)
“Subramanian
Building”
No:1,
Club House Road
Chennai
600 002
Dear
Sir,
SUB:
Open Offer for purchase of 19,58,160 Equity Shares of M/s. Devaki Hospital
Limited representing 40% of its voting capital at an Offer Price of Rs.11.00 per
fully paid up equity share by M/s. Madras Medical Care & Health Centre Pvt.
Ltd. (Acquirer).
I/we
refer to the Letter of Offer dated 07.11.2003 for acquiring the equity shares
held by me/us in M/s. Devaki Hospital Limited.
I/We,
the undersigned have read the Letter of Offer and understood its contents
including the terms and conditions as mentioned therein.
I/
We wish to withdraw our acceptance tendered in response to the said offer. We
had deposited/ sent our ‘Form of Acceptance’ to you on _________ along with
original share certificate(s) and duly signed transfer deed(s) in respect of
my/our shares/xerox copy of delivery instruction slip as detailed
below:
(Please
enclose the Xerox copy of Acknowledgement received for ‘Form of
Acceptance’)
|
Sr.
No. |
Certificate
No. |
Distinctive
no. From:
To: |
Number
of shares | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
no. of Shares |
| |||
(Please
attach an additional sheet of paper and authenticate the same, if the above
space is insufficient)
I/We
note and understand the terms of withdrawal of acceptance and request you to
return the original share certificate(s) and valid share transfer deed and
authorise you not to remit the consideration as mentioned in the Letter of
Offer.
I/We
authorise the Acquirer to reject the shares so offered which it may decide in
consultation with Merchant Banker and in terms of the Letter of Offer
and,
I/We
authorise the Acquirer or the Registrar to the Offer to send by registered post
the original share certificate(s), transfer deed(s) and other documents tendered
by me/us to the sole/first holder at the address mentioned below or credit the
shares in demat form to my/ our DP Account as mentioned
below:
For
shares in Demat Form
|
DP
Name |
DP
ID |
Client
ID |
No.
of shares |
Name
of Beneficiary |
|
|
|
|
|
|
|
|
|
|
|
|
Yours
faithfully,
Signed
|
|
FULL
NAME (S) |
SIGNATURE
(S) |
|
First/
Sole Shareholder |
|
|
|
Second
Shareholder |
|
|
|
Third
Shareholder |
|
|
Address
of First/ Sole Shareholder
Place:
Date:
Note:
In case of joint holdings, all holders must sign. A corporation must affix its
common seal.
------------------------------------------------------TEAR
HERE
-----------------------------------------------------------
Folio
No.:
Sl. No.:
(Acknowledgment Slip)
Cameo
Corporate Services Limited
“Subramanian
Building”
No:1,
Club House Road
Chennai
600 002
Received
from Mr./Ms. _______________________________________
Address
___________________________________________________
Form
of Withdrawal in respect of ________ Number of share
certificates
Representing
____________ number of shares