LETTER OF
OFFER
THIS
DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE
ATTENTION |
|
This
Letter of Offer is sent to you as shareholder(s) of Growel Investment
Limited. If you require any clarification about the action to be
taken, you may please consult your stockbroker or investment consultant or
the Manager to the Offer or the Registrar to the Offer. In case you have
recently sold your equity shares in Growel Investment Limited, please hand
over this Letter of Offer and the accompanying Form of Acceptance cum
Acknowledgement, Form of Withdrawal cum Acknowledgement and Transfer
Deed(s) to the Member of Stock Exchange through whom the said sale was
effected. |
|
OPEN
OFFER BY MR. HOZEF
DARUKHANAWALA
I-18,
Gr. Floor, Rizvi Park, S.V. Road, Santacruz (W), Mumbai
400054 Tel
No.: (022) 26613184, 26614222, Fax: (022) 26616981 to
Acquire
48,714 equity shares of Rs. 10/- each representing 20% of
the total voting capital of Target Company at a price of Rs. 33/- (Rupees
thirty three only) per fully paid equity shares of Rs.10/- each, payable
in cash. of GROWEL
INVESTMENT LIMITED
Registered
Office:
Growel House, Akurli Road, Kandivali (East), Mumbai -
400101 Tel.
(022) 56993000, Fax: (022) 56993010
Pursuant
to the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 and subsequent amendments
thereof. |
ATTENTION:
1.
The
offer is not a conditional offer.
2.
Shareholders
who have accepted the Offer by tendering the requisite documents, in terms of
the Public Announcement / Letter of Offer, can withdraw the same upto three
working days prior to the date of closure of the offer i.e. March 7, 2006
(Tuesday).
3.
If
there is any upward revision in the Offer Price by the Acquirer upto seven
working days prior to the date of closure i.e. upto March 1, 2006 (Wednesday),
the same would be informed by way of a Public Announcement in the same
newspapers where the original Public Announcement had appeared. Such revision in
the Offer Price would be payable for all the equity shares tendered anytime
during the Offer Period.
4.
There
is no competitive bid.
5.
A
copy of Public Announcement, Letter of Offer, Form of Acceptance cum
Acknowledgement and Form of Withdrawal are also available on SEBI's website: http://www.sebi.gov.in/
|
MANAGER TO THE OFFER |
REGISTRAR TO THE OFFER |
|
44,
Strategic House, Mint
Road, Mumbai – 400001 Tel:
022-56349946-49 Fax:
022-22642393 E-mail:
javascript:main.compose('new','t=info@strategicindia.net') Contact
Person: Mr. Anil Bhattar |
E-2,
Ansa Industrial Estate, Sakivihar
Road, Saki Naka, Andheri
(E), Mumbai – 400072 Tel:
022-28470652/53 Fax:
022-28475207 E-mail:
bigshare@bom7.vsnl.net.in Contact
Person: Mr. V. Kumareshan |
|
OFFER
OPENS ON: February 20, 2006 (Monday) |
OFFER
CLOSES ON: March 11, 2006
(Saturday) |
|
FOR PROCEDURE FOR
ACCEPTANCE OF THIS OPEN OFFER PLEASE REFER SECTION “10” PROCEDURE FOR
ACCEPTANCE AND SETTLEMENT OF THE OFFER" FORM
OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT AND FORM OF WITHDRAWAL ARE ENCLOSED WITH
THIS LETTER OF OFFER. |
SCHEDULE OF THE
MAJOR ACTIVITIES OF THE OFFER
|
Sr.
No. |
Activity |
Original
Schedule |
Revised
Schedule |
|
1. |
Date
of Public Announcement (PA) |
December
26, 2005 (Monday) |
December
26, 2005 (Monday) |
|
2. |
Specified
Date |
January
23, 2006 (Monday) |
January
23, 2006 (Monday) |
|
3. |
Last
Date for a Competitive Bid(s) |
January
16, 2006 (Monday) |
January
16, 2006 (Monday) |
|
4. |
Date
by which Letter of Offer will be dispatched to the
Shareholders |
February
4, 2006 (Saturday) |
February
15, 2006 (Wednesday) |
|
5. |
Offer
Opening Date |
February
13, 2006 (Monday) |
February
20, 2006 (Monday) |
|
6. |
Last
Date for the Revision of the Offer Price / Number of Equity
Shares. |
February
22, 2006 (Wednesday) |
March
1, 2006 (Wednesday) |
|
7. |
Last
date to withdraw acceptance tendered by shareholders |
February
28, 2006 (Tuesday) |
March
7, 2006 (Tuesday) |
|
8. |
Offer
Closing Date |
March
4, 2006 (Saturday) |
March
11, 2006 (Saturday) |
|
9. |
Date
by which the acceptance / rejection would be intimated and the
corresponding payment for the acquired equity shares and / or the
unaccepted equity shares / share certificates will be
dispatched. |
March
18, 2006 (Saturday) |
March
25, 2006 (Saturday) |
RISK
FACTORS
(a)
In the event that either (a)
the regulatory approvals are not received in a timely manner, (b) there is any
litigation to stay the offer, or (c) SEBI instructs the Acquirer not to proceed
with the offer, then the offer proceeds may be delayed beyond the schedule of
activities indicated in this Letter of Offer. Consequently, the payment of
consideration to the public shareholders of GIL, whose shares have been accepted
in the offer as well as the return of shares not accepted by the acquirer may be
delayed.
(b)
The acquirer intends to make
an offer for 20% of the voting capital amounting to 48,714 equity shares of GIL
under the SEBI (SAST) Regulations, 1997. Further, the shares tendered in the
offer will be held by Registrar to the Offer in trust, till the completion of
the offer formalities. Accordingly, the acquirers make no assurance with respect
to any decision by the shareholders on whether or not to participate in the
offer.
(c)
The share purchase agreement
provides that, in case of non-compliance of any provisions of the SEBI (SAST)
Regulations, 1997 (the "Regulations"), the agreement shall not be acted upon
either by the sellers or the acquirer.
(d)
In the event of
over-subscription to the offer, the acceptance will be on a proportionate
basis.
(e)
The Acquirer makes no
assurance of market price of shares of the Target Company during or after the
offer.
The
risk factors set forth above, pertain to the offer and not in relation to the
present or future business or operations of GIL or any other related matters,
and are neither exhaustive not intended to constitute a complete analysis of the
risk involved in participation or otherwise by a shareholder in the offer.
Shareholders of GIL are advised to consult their stockbrokers or investment
consultants, if any for further risk with respect to their participation in the
offer.
TABLE OF CONTENTS
|
Sr.No. |
Particulars |
Page
No |
|
1. |
Definitions |
|
|
2. |
Disclaimer
Clause |
|
|
3. |
Details
of the Offer |
|
|
4. |
Background
of the Acquirer |
|
|
5. |
Disclosure
in terms of Regulation 16(ix) |
|
|
6. |
Future
Plans / Strategies of the Acquirer with regard to the target
company |
|
|
7. |
Background
of the Target Company - Growel Investment Limited |
|
|
8. |
Offer
Price and Financial Arrangements |
|
|
9. |
Terms
and Conditions of the Offer |
|
|
10. |
Procedure
for Acceptance and Settlement of Offer |
|
|
11. |
Documents
for Inspection |
|
|
12. |
Declaration
by the Acquirer |
|
|
13. |
Enclosures |
|
1.
DEFINITIONS
|
1. |
Acquirer
or The Acquirer |
Mr
Hozef A. Darukhanawala |
|
2. |
BSE |
Bombay
Stock Exchange Limited |
|
3. |
Form
of Acceptance |
Form
of Acceptance cum Acknowledgement |
|
4. |
Form
of Withdrawal |
Form
of Withdrawal cum Acknowledgement |
|
5. |
GIL/Target
Company |
Growel
Investment Limited |
|
6. |
LOO
or Letter of Offer |
Offer
Document |
|
7. |
Manager
to the Offer or, Merchant Banker |
Stratcap
Securities (India) Private Limited |
|
8. |
Mr.
Aman More |
A
person who is in the Promoter Group of Growel
Investment Limited
and is a part of SPA entered into between the Acquirer and
Sellers |
|
9. |
M/s
Radhakishan Nandlal Private Limited |
A
company which is in the Promoter Group of Growel
Investment Limited
and is a part of SPA entered into between the Acquirer and
Sellers |
|
10. |
Negotiated
Price |
Rs.33/-
(Rupees Thirty Three Only) per fully paid-up equity share of face value of
Rs.10/- each. |
|
11. |
Offer
or The Offer |
48,714
equity shares of Rs. 10/- each representing 20% of the total voting
capital of Target Company |
|
12. |
Offer
Price |
Rs
33/- (Rupees Thirty Three
Only) per fully paid equity share, payable in Cash |
|
13. |
Persons
eligible to participate in the Offer |
Registered
shareholders of Growel Investment Limited and unregistered shareholders
who own the equity shares of Growel Investment Limited any time prior to
the Offer closure other than the Parties to SPA i.e. Acquirer & the
Sellers |
|
14. |
Public
Announcement or "PA" |
Announcement
of the Open Offer by The Acquirer, which appeared in the newspapers on
December 26, 2005 |
|
15. |
RBI |
Reserve
Bank of India |
|
16. |
Registrar
or Registrar to the Offer |
Bigshare
Services Private Limited |
|
17. |
SEBI |
Securities
and Exchange Board of India |
|
18. |
SEBI
(SAST) Regulations, 1997 / Takeover Code |
Securities
and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and subsequent amendments
thereto |
|
19. |
SEBI
Act |
Securities
and Exchange Board of India Act, 1992 |
|
20. |
Sellers |
Mr.
Aman More & M/s Radhakishan Nandlal Private
Limited |
|
21. |
SPA |
Share
Purchase Agreement |
|
22. |
Specified
Date |
January
23, 2006 (Monday) |
2.
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 GROWEL INVESTMENT LIMITED TO
TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER, PERSONS ACTING IN
CONCERT OR THE COMPANY WHOSE SHARES ARE 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 ACQUIRER 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 ACQUIRER DULY DISCHARGE THEIR RESPONSIBILITY
ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER,
STRATCAP SECURITIES (INDIA) PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE
CERTIFICATE DATED JANUARY 3, 2006 TO SEBI IN ACCORDANCE WITH THE SEBI
(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND
SUBSEQUENT AMENDEMENTS THEREOF. 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.
3.
DETAILS
OF THE OFFER
3.1
Background of the
Offer
3.1.1 The offer is being made under
Regulation 10 read with Regulation 12 and as a result of this offer, the
Acquirer will have substantial acquisition of shares or voting rights
accompanied with complete change in control and management of "Growel Investment
Limited".
3.1.2
The Acquirers entered
into an SPA dated December
23, 2005 to acquire 1,33,500 (One Lac Thirty Three
Thousand Five Hundred) fully paid up equity shares of Rs.10/- each representing
54.81% of the total paid up equity share
capital of "Growel Investment Limited" from among the promoters of GIL, namely,
Mr Aman More & M/s Radhakishan Nandlal Private Limited (Collectively
referred to as the Sellers), at a price of Rs 33/- (Rupees Thirty Three Only)
per fully paid up equity share payable in cash (Negotiated Price). The total
consideration for the shares acquired under the SPA is Rs. 44,05,500/- (Rupees
Forty Four Lacs Five Thousand Five Hundred Only) to be discharged to the sellers
by the acquirer as per the terms agreed upon and contained in the SPA. All the
Sellers are part of the Promoter Group of the Target
Company.
3.1.3
The important features
of the SPA are laid down as under:
a.
In
consideration of the purchase of the shares, the Acquirer has already paid
consideration in advance of Rs.44,05,500/- (Rupees Forty Four Lacs Five Thousand
Five Hundred Only) to the Sellers.
b.
Against
payment of the sale consideration, the Sellers as the legal and beneficial
owners of the shares, shall sell, transfer, convey and deliver to the Acquirer
and the Acquirer shall purchase and acquire from the sellers, shares free from
all encumbrances, all rights, title and interests of the Sellers in the shares
together with all accrued benefits, rights and obligations attaching
thereto.
c.
The
Acquirer undertakes and covenants to take all steps and actions as may be
necessary for compliance with the provisions of the Takeover Code. The Promoters
agree to provide the Acquirers with all necessary support, for complying with
the provisions of the Takeover Code relating to public offers as are applicable
to the transaction envisaged herein.
d.
On
completion, by the Acquirer, of the obligations relating to the public offer
under the Takeover Code, the parties shall ensure that the Board of Directors of
the target company shall pass effective resolutions within three days for
recording the transfer of shares of the target company to the Acquirer and
appointment of the persons nominated by the Acquirer on the Board of Directors
of the target company.
e.
The
delivery and performance of the SPA is subject to compliance with the provisions
of SEBI (SAST) Regulations, 1997 and in case of non-compliance of any provisions
of this regulations, the agreement for such sale of shares shall not be acted
upon by the parties
f.
In
the event the Acquirer fails to comply with the applicable provisions of the
Takeover Code relating to the public offer, the SPA shall stand terminated and
the sellers would refund the advance consideration
immediately.
3.1.4
Neither the Acquirer,
Sellers nor the Target Company have been prohibited by SEBI from dealing in
securities, in terms of direction under Section 11B of the SEBI Act or under any
of the Regulations made under the SEBI Act.
3.1.5 Acquirer has not acquired any
equity shares of the Target Company after the date of Public Announcement till
the date of Letter of Offer.
3.1.6 There may be a change in the
composition of the Board of Directors of the Target Company in course of normal
business. However, there is no proposal to this effect as of
today.
3.2
Details of the proposed
offer
3.2.1 The Acquirer has made a
Public Announcement, which was published on December 26, 2005 (Monday) in the
following newspapers in compliance with the Regulation 15(1) and pursuant to
Regulation 10 and 12 of SEBI (SAST) Regulations, 1997.
|
Publication |
Editions |
|
Business
Standard |
English National
Daily |
|
Prathkal |
Hindi
National Daily |
|
Navshakti |
Regional
Daily |
The
Public Announcement is also available on the SEBI website at www.sebi.gov.in.
3.2.2 The Acquirer is making an offer under the SEBI
(SAST) Regulations, 1997 to acquire 48,714 equity shares of Rs.10/- each fully
paid up representing 20% of the voting capital of "GIL" at a price of Rs. 33/-
(Rupees Thirty Three Only) per fully paid up equity share ("Offer Price")
payable in cash subject to the terms and conditions mentioned hereinafter. The
Offer is not subject to any minimum level of acceptances from
shareholders.
3.2.3
There are no partly
paid up shares in "Growel Investment Limited".
3.2.4 The Offer is not subject to
any minimum level of acceptances from the shareholders. The Acquirer will accept
the equity shares of GIL those are tendered in valid form in terms of this offer
upto maximum of 48,714 equity shares.
3.2.5 Apart from the 1,33,500 equity shares constituting
54.81% of the total issued,
subscribed, paid-up and voting share capital from sellers under SPA, the
Acquirer has not acquired any equity share in the Target Company since the date
of Public Announcement i.e. December 26, 2005 (Monday), up to the date of Letter
of Offer.
3.3
Object of the
acquisition/offer
3.3.1 The Acquirer Company and its
promoters are interested in taking over the management and control of GIL. Thus
substantial acquisition of shares and voting rights accompanied with change in
control and management is the reason and rationale for the
acquisition.
3.3.2
The Offer to the Public
shareholders of GIL is for the purpose of acquiring 20% of the total voting
capital/rights of GIL. After the proposed Offer, the Acquirer will achieve
substantial acquisition of shares and voting rights, accompanied with effective
management control over the Target Company.
4.
BACKGROUND OF THE ACQUIRER
4.1 Background of the
Acquirer
4.1.1
The Open Offer is being made
by Mr. Hozef Darukhanawala, son of Abdulhusain, aged 47 years, an Indian
resident, residing at 2B Crystal Apartments, Juhu Road, Santacruz (West), Mumbai
400054 Tel: 26613184/26614222, Fax: 26616981, email: moneymas@vsnl.net.
There are no other acquirers or other entities/ persons who are or can be deemed
to be Persons acting in concert for the purpose of this
offer.
4.1.2
Mr. Hozef Darukhanawala is
the sole Acquirer in the present offer.
4.1.3
Mr. Hozef Darukhanawala is a
Bachelor of Commerce by qualification and has
experience of 27 years in the field of Banking
& Finance. He started his carrier in October 1978 as a clerk with Bombay
Mercantile Co-op Bank Ltd. He was promoted as officer in the year 1987, further
took charge of a branch as Assistant Branch Manager in the year 1989. In the
year 1991, he joined the Samata Sahakari Bank Ltd. in the advisory capacity then
was appointed as Vice-Chairman & later also took charge as Joint Manager
Director. He has promoted Money Masters Leasing & Finance Ltd and is the
Managing Director of the Company.
4.1.4
The Acquirer has purchased
1,33,500 shares (One Lac Thirty-Three Thousand Five Hundred Only) fully paid up
equity shares of Rs 10/- each representing 54.81% of the total paid up equity
capital / voting Share capital of the target company during the 12 month period
prior to the date of the Public Announcement at the price of Rs 33/- (Rupees
Thirty Three Only) which was acquired under Para 3.1.2
above.
4.1.5
Ms. Meena N Shetty,
proprietor of M/s Meena N Shetty & Co., Chartered Accountants, having Office
at 4, Navjivan Grih, Ground Floor, S.V. Road, Santacruz (West), Mumbai–400054,
Tel No: 26151633/26151743, Fax No: 26171951 (Membership No:
41640) has certified vide
Certificate dated December 23, 2005 that the Net Worth of Mr. Hozef
Darukhanawala as on December 23, 2005 is Rs. 85 Lacs
approximately.
4.1.6
The compliance under Chapter
II of SEBI (SAST) Regulations, 1997 are applicable to the Acquirer and he has
made timely disclosures to the target company and has also informed the Stock
Exchanges.
4.1.7
The Acquirer has not held any
position as Director in any listed company.
4.1.8
The Acquirer has not held any
position as full time Director in any other company other than mentioned below:
4.1.8.1. Money Master Leasing &
Finance Limited
4.1.8.2. Samata Sahakari Bank
Limited
4.1.9
The Acquirer has not promoted
any Firm / Concern / Companies and/or any Venture other than the
following:
4.1.9.1. Money Master Leasing &
Finance Limited
4.1.10
As per the declaration given
by the Acquirer, there are no litigations pending against him as on
date.
4.1.11
No action has been taken by
SEBI under Section 11B or any other Regulations made under the SEBI Act, 1992
against the Acquirer.
4.2
Details
of Group Companies
4.2.1
Money
Masters Leasing & Finance Limited
4.2.1.1
The
Company was incorporated as private limited company on October 26, 1994 vide
incorporation certificate issued by the Registrar of Companies, Maharashtra and
subsequently converted into public limited company on February 9,
1996.
4.2.1.2
The
Company is engaged in the business of Hire purchase & vehicle
finance.
4.2.1.3
Brief
financials of Money Masters Leasing & Finance Limited is as under:
(Rs. in
Lacs)
|
Particulars |
Year
ended 31.03.03 (Audited) |
Year
ended 31.03.04 (Audited) |
Year
ended 31.03.05 (Audited) |
Half
Year ended 30.09.05 (Certified) |
|
Equity
Capital |
156.54 |
163.54 |
165.84 |
165.84 |
|
Free
Reserves (Excluding Revaluation Reserve) |
28.01 |
32.82 |
29.86 |
31.91 |
|
Total
Income |
67.23 |
62.32 |
62.38 |
35.20 |
|
Profit
After Tax |
1.66 |
2.16 |
2.03 |
2.05 |
|
Earnings
per Share (Each Share Rs 10/- paid up) (Rs) |
0.15 |
0.18 |
0.17 |
0.17 |
|
Net
Asset Value (per share of Rs 10/- each) (Rs) |
12.51 |
12.77 |
12.47 |
12.64 |
5. DISCLOSURE IN TERMS OF REGULATION 16
(IX)
This
offer has been made pursuant to Regulation 10 and 12 of other provisions of
Chapter III and in compliance with the SEBI (SAST) Regulations. The offer to the
shareholder is for the purpose of acquiring 20% of the equity shares of the
target company. After the proposed offer and implementation of the agreement for
purchase of shares, the acquirers will achieve substantial acquisition of shares
and voting rights to the extent of 74.81% accompanied with effective management
control over the target company.
6.
FUTURE PLANS/STRATEGIES OF THE
ACQUIRER WITH REGARD TO THE TARGET COMPANY
6.1 The
Acquirer does not have any intention to dispose of or otherwise encumber any
assets of the target company in the next two years from the date of closure of
the offer, except in the ordinary course of business with the prior approval of
the shareholders.
6.2 The
Acquirer intends to enter into the business of investment, finance and dealing
in shares and securities by taking management control through acquisition of
shares of the Target Company and also to derive benefits of a listed company
subject to compliance with the provision of the Companies Act, 1956 and other
applicable laws.
7.
BACKGROUND OF GROWEL INVESTMENT
LIMITED
7.1 The
Target Company i.e. M/s. Growel Investment Limited ("GIL") was
incorporated on February 19, 1981 and obtained certificate of
commencement on March 24,
1981 with the
Registrar of Companies, Maharashtra, as a Public Limited Company to carry on the
business of investment and dealing in shares and securities. The Company at
present has its Registered Office at Growel House, Akurli Road, Kandivali
(East), Mumbai – 400101,Tel No.: 022-56993000, Fax No.:
022-56993010.
7.2 The
promoters of the Company are Ms Radhakrishan Nandlal Private Ltd., Mr. Aman
More, Mr. Umesh More, Mr. Niraj Kumar More, Mrs. Draupadidevi More and Mrs.
Premlata, M/s Bubna More & Co. Private Limited and M/s. Ridhi Sidhi Limited.
The Company belongs to the same promoter group, hence, details of previous
acquisitions are not applicable.
7.3 The
Present authorized capital of GIL is Rs. 25 lacs, comprising of 2,50,000 equity
shares of Rs. 10/- (Rupees Ten Only) each. It has an issued, subscribed and
paid-up equity share capital of Rs. 24.36 lacs, consisting of 2,43,570 fully
paid-up equity shares of Rs.10/- each. There are no partly paid up shares in the
company.
7.4 The
present capital structure of GIL is as under:
|
Paid-up
equity shares of GIL |
No.
of Equity Shares / Voting Rights |
%
of shares / Voting Rights |
|
Fully
paid-up equity shares |
2,43,570 |
100 |
|
Partly
paid-up equity shares |
NIL |
NIL |
|
Total
paid-up equity shares |
2,43,570 |
100 |
|
Total
Voting Rights in GIL |
2,43,570 |
100 |
7.5
At
present, GIL has been engaged in the dealing of shares and
securities.
7.6
The
current capital structure of GIL has been build up since inception as
under:
|
Date
of allotment
|
No
of shares issued |
%
of shares issued |
Cumulative
paid-up capital (Rs.) |
Mode
of allotment |
Identity
of allottees (promoters / ex-promoters / others) |
Status
of Compliance |
|
19.02.81 |
70
|
00.03 |
700 |
Cash |
Subscriber |
No
compliance is pending |
|
28.04.81 |
*
93,500 |
38.39 |
9,35,700 |
Cash |
Promoter | |
|
22.08.81 |
1,50,000 |
61.58 |
24,35,700 |
Cash |
Public
Issue | |
|
|
2,43,570 |
100.00 |
|
|
|
* While
filing the Form No. 2 for this allotment, 70 shares allotted on February 19,
1981 to subscribers, had also been included.
7.7
The
shares of "GIL" are listed on Bombay Stock Exchange Limited (BSE). The shares of
the company have not been suspended by the Bombay Stock Exchange
Limited.
7.8
The
Acquirer has not acquired any share of the Target Company during the 12 months
period prior to the date of this Public Announcement.
7.9
There
are no outstanding convertible instruments like warrants, FCDs or PCDs etc. in
GIL.
7.10
There
has been delay by the target company with the reporting requirements under
Chapter II of the SEBI (SAST) Regulations, 1997 for the financial year ended
1997 to financial year ended 2002 and also did not avail of the SEBI
(Regularization) Scheme, 2002. SEBI may initiate appropriate action against the
target company for delay in compliance with applicable provisions of the SEBI
(SAST), Regulations, 1997. However, the target company has submitted letter to
SEBI for settlement by consent order on 1st September, 2004 along
with Rs. 1,75,000 as penalty to SEBI for the delay in compliance of Chapter II
of Regulations. From 2003 onwards, the company has been regular in compliance
with the applicable provisions of Chapter II of SEBI
Regulations.
The
promoters of GIL and the seller are regular in complying with Chapter II of the
SEBI (SAST) Regulations, 1997. However, there had been delay in filing of report
under regulation 3(4) of SEBI (SAST) Regulations, 1997 for inter-se transfer of
shares amongst the promoters in September, 1998 and 2001 as the same were filed
on 6th February, 2006.
7.11
GIL
has complied with the requirements of the Listing Agreement and no punitive
action has been initiated by the Bombay Stock Exchange Limited, where its equity
shares are listed.
7.12
The
composition of the Board of Directors of GIL as on the date of this letter of
offer is as under: -
|
Name
and address |
Designation |
Date
of Appointment |
Qualification and
Experience
in no. of years |
|
Mr.
Umesh Kumar More More
House, 28, New
India CHSL, 11th
North South Road, JVPD
Scheme, Mumbai
– 400 049. |
Director |
22.07.1999 |
Training
Automobile Engineering in UK and having experience of more than 40 years
in Business Management. |
|
Mr.
Niraj Kumar More More
House, 28, New
India CHSL, 11th
North South Road, JVPD
Scheme, Mumbai
– 400 049. |
Director |
22.07.1999 |
B.
Sc. (Business Administration) and having experience of more than 10 years
in Administration. |
|
Mrs.
Pallavi Niraj More More
House, 28, New
India CHSL, 11th
North South Road, JVPD
Scheme, Mumbai
– 400 049. |
Director |
25.07.1997 |
B.
Sc. (Maths, Physics & Computer Science) and having experience of over 5
years in Marketing. |
|
Mr.
Abhishek More More
House, 28, New
India CHSL, 11th
North South Road, JVPD
Scheme, Mumbai
– 400 049. |
Director |
22.07.1999 |
PGDBEM
and having experience of over 4 years in Business
Management. |
|
Mr.
Vinay Kumar Gupta A-601,
Concord, Lokhandwala
Complex, Andheri
(West), Mumbai
– 400 058. |
Director |
12.11.1993 |
M.Com
and having experience of over 25 years in Marketing and
Administration. |
|
Mr.
Vinod Haritwal 31,
Newsilver Home CHSL, 15,
New Kantwadi Road, Bandra (West), Mumbai-400050. |
Director |
22.07.1999 |
B.
Com, ACA, ACS & LLB and having experience of more than 20 years in
Banking, Finance and
Administration. |
As
on date, none of the directors on the board of directors of the Target Company
represent the Acquirer.
7.13
There
has been no merger/de-merger, spin off during the past three years in
GIL.
7.14
The
audited financial information of GIL is as under:
(Rs. In Lacs)
|
Profit
& Loss Statement |
Year
ended 31.03.03 (Audited) |
Year
ended 31.03.04 (Audited) |
Year
ended 31.03.05 (Audited) |
Period ended
15.12.05 (Certified) |
|
Sales |
11.04 |
0.00 |
0.47 |
114.06 |
|
Other
Income |
46.87 |
31.71 |
12.42 |
7.86 |
|
Total
Income |
57.91 |
31.71 |
12.89 |
121.92 |
|
Total
Expenditure (including Increase/(Decrease) in
shares) |
26.92 |
6.23 |
7.88 |
94.08 |
|
Profit
before Interest, Depreciation & Tax |
30.99 |
25.48 |
5.01 |
27.84 |
|
Depreciation |
2.53 |
2.88 |
2.34 |
0.97 |
|
Interest |
50.19 |
4.62 |
2.74 |
0.15 |
|
Profit
before Tax |
(21.73) |
17.98 |
(0.06) |
26.72 |
|
Provision
for Tax |
0.00 |
4.99 |
0.00 |
(0.02) |
|
Profit
after Tax |
(21.73) |
12.99 |
(0.06) |
26.74 |
(Rs. In Lacs)
|
Balance Sheet
Statement |
Year
ended 31.03.03 (Audited) |
Year
ended 31.03.04 (Audited) |
Year
ended 31.03.05 (Audited) |
Period ended
15.12.05 (Certified) |
|
Sources of
Funds |
|
|
|
|
|
Paid
up Share Capital |
24.36 |
24.36 |
24.36 |
24.36 |
|
Reserves
& Surplus
(excl. Revaluation Reserve) |
5.74 |
18.74 |
18.67 |
45.41 |
|
Secured
Loans |
2.81 |
0.00 |
0.00 |
0.00 |
|
Unsecured
Loan |
668.86 |
631.92 |
615.54 |
0.00 |
|
Current
Liabilities |
2.74 |
3.63 |
3.32 |
0.00 |
|
Total |
704.50 |
678.65 |
661.89 |
69.77 |
|
Uses
of Funds |
|
|
|
|
|
Net
Fixed Assets |
22.68 |
20.15 |
18.14 |
0.00 |
|
Investments |
6.91 |
6.57 |
6.24 |
0.00 |
|
Net
Current Assets |
674.91 |
651.93 |
637.51 |
69.77 |
|
Total |
704.5 |
678.65 |
661.89 |
69.77 |
|
Other
Financial Data |
Year
ended 31.03.03 (Audited) |
Year
ended 31.03.04 (Audited) |
Year
ended 31.03.05 (Audited) |
Period ended
15.12.05 (Certified) |
|
Net
Worth (In Lacs) |
30.10 |
43.09 |
43.03 |
69.77 |
|
Dividend
(%) |
- |
- |
- |
- |
|
Earning
Per Share (Rs) |
(8.92) |
5.33 |
(0.03) |
10.98 |
|
Return
on Net worth (%) |
(72.19) |
30.15 |
(0.14) |
38.33 |
|
Book
Value Per Share (in Rs.) |
12.36 |
17.69 |
17.67 |
28.64 |
Dividend
(%) = (Dividend Paid/Face Value of Equity shares
issued)*100
Earning
Per Share = Profit After Tax/No. of Equity Shares issued
Return
on Net worth (%) = (Profit After Tax/Networth)*100
Book
Value Per Share = Networth/ No. Of Equity shares issued
7.15
Reasons
for Fall/rise in total income and PAT for the financial year 2002-2003,
2003-2004 and 2004-2005
FY
2002-2003
As
compared to 2002, the total income of the company has reduced substantially due
to reduction in the sale of shares and interest/dividend received hence there
was loss.
FY
2003-2004
The
Company has suspended dealing in shares and securities and therefore, there was
no sale during the FY2003–04. However, due to considerable saving in interest
outgo there was a profit.
FY
2004-2005
Due to
suspension of dealing in shares & securities, there was negligible sale in
terms of sale of shares during FY2004-05. Further, considerable reduction in
other income in the form of interest and dividend has resulted in loss.
7.16
Pre-
and Post-Offer shareholding pattern of the Target Company is as per the
following table:
|
Sr.
No. |
Shareholder
Category |
Shareholding
& voting rights prior to the acquisition and
offer |
Shares
/ voting rights acquired which triggered off the
Regulations |
Shares
/ voting rights to be acquired in the open offer (assuming full
acceptance) |
Shareholding
& voting rights after the acquisition and
offer | |||||
|
|
|
(A) |
(B) |
(C) |
(A+B+C) | |||||
|
|
|
No. |
% |
No. |
% |
No. |
% |
No. |
% | |
|
1. |
PROMOTER GROUP |
|
|
|
|
|
|
|
| |
|
|
(a)
Sellers (Parties to SPA) |
|
|
|
|
|
|
|
| |
|
|
1.
Radhakishan Nandlal Pvt. Ltd. |
69,260 |
28.44 |
(66,750) |
(27.40) |
Nil |
Nil |
* |
* | |
|
|
2.
Mr. Aman More |
66,750 |
27.40 |
(66,750) |
(27.40) |
Nil |
Nil |
Nil |
Nil | |
|
|
(b)
Other than (a) above |
|
|
|
|
|
|
|
| |
|
|
1.
Bubna More & Co. Pvt. Ltd |
28,100 |
11.54 |
Nil |
Nil |
* |
* |
* |
* | |
|
|
2.
Ridhi Sidhi Ltd |
20,000 |
8.21 |
Nil |
Nil | |||||
|
|
3.
Mr. Niraj More |
11,770 |
4.83 |
Nil |
Nil | |||||
|
|
4.
Ms. Premlata More |
8,110 |
3.33 |
Nil |
Nil | |||||
|
|
5.
Ms. Draupadidevi More |
4,510 |
1.85 |
Nil |
Nil | |||||
|
|
6.
Mr. Umesh More |
300 |
0.12 |
|
| |||||
|
|
Total
of (1a) + (1b) |
2,08,800 |
85.72 |
(1,33,500) |
(54.81) |
* |
* |
* |
* | |
|
2. |
ACQUIRER |
|
|
|
|
|
|
|
| |
|
|
Hozef
Darukhanawala |
Nil |
Nil |
1,33,500 |
54.81 |
48,714 |
20.00 |
1,82,214 |
74.81 | |
|
|
Total (2) |
Nil |
Nil |
1,33,500 |
54.81 |
48,714 |
20.00 |
1,82,214 |
74.81 | |
|
3. |
Parties
to agreement other than (1) (a) & (b) &
(2) |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil | |
|
|
Total (3) |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil | |
|
4. |
Non-Promoters
holding (other than 1 to 3) |
|
|
|
|
|
|
|
| |
|
|
1.
FIs/MFs/FIIs/Banks/SFI |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil | |
|
|
2.
Indian Public (220 nos.) |
34,770 |
14.28 |
Nil |
Nil |
(48,714) |
(20.00) |
*
61,356 |
25.19 | |
|
|
Total (4)` |
34,770 |
14.28 |
Nil |
Nil |
(48,714) |
(20.00) |
*
61,356 |
25.19 | |
|
|
TOTAL |
2,43,570 |
100.00 |
Nil |
Nil |
Nil |
Nil |
2,43,570 |
100.00 | |
Note:
·
The
data within bracket indicates sale of equity shares.
·
*
The promoter other than sellers mentioned under 1(b) can also participate in the
offer, hence their share holding is shown under public category and also, even
if they hold any shares after the offer, there holding will be part of public
holding and shown under public holding
·
The
Public Shareholding post offer would be in compliance with the continuous
listing requirements of the Target Company.
7.17
Changes
in Share Holding Pattern
There
have been no change in promoters shareholding since 1994 except two occasions of
inter-se transfer of 66,750 Equity Shares constituting 27.40% amongst promoters
in September, 1998 & 2001 respectively and sale/transfer of 50 Equity Shares
in 2003. The Promoters as on date are holding 2,08,800 Equity Shares of GIL.
There
has been delay in filing of the report under regulation 3(4) of SEBI (SAST)
Regulations, 1997 in respect of these inter-se transfers, as the promoters have
filed the report on 6th February, 2006. SEBI is examining the
violations of inter-se transfers of shares among promoters and may take
appropriate action in this regard against the promoters. Further, the Share
Purchase Agreement dated 23rd December, 2005 shall not be acted upon
unless the report u/r 3(4) in respect of inter-se transfer of shares among
promoters are examined by SEBI and compliance established.
7.18
The
approximate number of shareholders in GIL in public category is 228 as on the
date of public announcement as informed by
the target company, which includes “Nil” NRI
shareholders.
7.19
The
company has good corporate governance although the provisions of Clause 49 of
the listing agreement are not applicable.
7.20
The
name and contact details of the compliance officer are as under:
-
Name
of the Compliance Officer: Mr. Niraj Kumar More
Contact
Address: Growel House, Akurli Road, Kandivali (East), Mumbai – 400
101.
Contact
Number: 022-56993000
7.21
There
is no litigation pending against the Company except for Appeal pending before
the Commissioner Appeals, Mumbai for income tax demand of Rs 34,142/-. However,
the demand has already been adjusted against refund due to the company and hence
not provided for in the Books and shown as “Contingent Liability not provided
for”.
8.
OFFER PRICE AND FINANCIAL
ARRANGEMENTS
8.1
Justification
of Offer Price
8.1.1
The
shares of “GIL” have been listed on the Bombay Stock Exchange Limited where it
has not been traded during the preceding six calendar months prior to the month
of this Public Announcement (source:www.bseindia.com). Therefore, the shares of
GIL are thus deemed to be infrequently traded in terms of Regulation 20(5) of
the SEBI (SAST) Regulations, 1997. The Offer Price in terms of Regulation 20(5)
of the SEBI (SAST) Regulations, 1997 has been determined taking into account the
following parameters.
|
i. |
Negotiated
price under an agreement as referred to in sub-regulation (1) of
Regulation 14 of SEBI (SAST) Regulations, 1997 |
Rs
33/- (Rupees Thirty Three only) | |
|
ii. |
Price
paid by the Acquirer for Acquisition including by way of allotment in a
public or rights or preferential issue during the twenty-six week period
prior to the date of this public announcement |
There
has been no acquisition by the acquirer during the said period of 26
weeks | |
|
iii |
OTHER
PARAMETERS: |
Audited
31.03.2005 |
Period
ended 15.12.05 (Certified) |
|
Return
on Net-Worth (%) |
(0.14) |
38.33 | |
|
Book
Value Per Share (Rs.) |
17.67 |
28.64 | |
|
Earning
Per Share (Rs.) |
(0.03) |
10.98 | |
|
iv. |
The
P/E multiple in this case is not applicable in view of the Earnings Per
Share being negative for the year ended 31.03.2005 and the company’s
earning is not consistent. |
Not
Applicable | |
Since
the share of GIL are infrequently traded on the BSE and the negotiated price is
higher of book value per share, in the opinion of the Manager to the Offer and
the Acquirer, the Offer Price of Rs 33/- is being justified in terms of
Regulation 20(5) of the Takeover Regulations.
8.1.2
There is
no non-compete agreement.
8.1.3
The
Acquirer has not acquired any equity shares of GIL after the date of public
announcement till the date of filing this letter of offer. If the acquirer
acquires equity shares after the date of Public Announcement up to 7 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.
8.2
Financial
Arrangements
8.2.1
The Acquirer has made firm
financial arrangements to meet the obligation under the offer in full. The
Acquirer has confirmed that the firm financial arrangements required to meet the
obligation under the offer are in place and are available with them. As per the
Net Worth Certificate dated December 23, 2005 (Friday) issued by Ms. Meena N
Shetty of M/s Meena N. Shetty & Co Chartered Accountants, 4, Navjivan Grih,
Ground Floor, Santacruz (West), Mumbai – 400054, Membership No.: 41640, the Net
Worth of the Acquirer as at December 23, 2005 (Friday) is Rs. 85 lacs
approximately and also has sufficient liquid surplus funds to meet its
obligations in the offer.
8.2.2
The total fund requirements
for the acquisition of 48,714 equity shares/voting capital of “GIL” at Rs. 33/-
per share is Rs. 16,07,562/- (Rupees Sixteen Lacs Seven Thousand Five Hundred
Sixty Two Only). In accordance with Regulation 28 of the SEBI (SAST)
Regulations, 1997, the Acquirer has created an Escrow Account in the form of a
cash deposit for an amount of Rs.4,25,000/- (Rupees Four Lacs Twenty-Five
Thousand Only) being more than 25% of the total consideration payable to
shareholders under the offer with HDFC Bank Limited, Fort
Branch.
8.2.3
The Acquirer has empowered
Stratcap Securities (India) Private Limited, Manager to the Offer to operate and
realize the value of the Escrow Account in terms of SEBI (SAST) Regulations,
1997.
8.2.4
The Manager to the Offer
hereby confirms that firm arrangements for funds and money for payment through
verifiable means are in place to fulfill the offer obligation under the SEBI
(SAST) Regulations, 1997.
9.
TERMS AND CONDITIONS OF THE
OFFER
9.1 Persons
eligible to participate in the Offer
9.1.1
Registered
shareholders of GIL and unregistered shareholders who own the equity shares of
GIL any time prior to the date of Closure of the Offer, other than the parties
to the SPA.
9.1.2
None
of the existing shares of GIL are under any Lock-in
requirements.
9.2
Statutory
Approvals
9.2.1
While
tendering the shares under the offer, the NRIs/OCBs/FIIs will be required to
submit the No Objection Certificate/ Tax Clearance Certificate, indicating the
amount of tax to be deducted by the Acquirer before remitting the consideration,
from the Income Tax Authorities under the Income Tax Act, 1961. In case the
aforesaid No Objection Certificate/ Tax Clearance Certificate is not submitted,
the Acquirer will arrange to deduct tax at the maximum marginal rate as may be
applicable to the category of the shareholder, on the entire consideration
amount payable to such shareholder. The Acquirer will send the proof of having
deducted and paid the tax along with the payment
consideration.
9.2.2
As on
the date of Public Announcement, no approval from any bank or financial
institutions is required for the purpose of this Offer, to the best of the
knowledge of the Acquirer.
9.2.3
As on
the date of Public Announcement, to the best of the Acquirer’s knowledge, no
other statutory approvals are required to be obtained for the purpose of this
Offer.
9.2.4
The
Offer would be subject to all other statutory approvals that may become
applicable at a later date before the completion of Offer.
9.2.5
In case
of delay in receipt of any statutory approval, Regulation 22(12) of SEBI (SAST)
Regulations, 1997, will be adhered to, i.e. SEBI has power to grant extension of
time to Acquirer for payment of consideration to shareholders subject to
Acquirer agreeing to pay interest as directed by SEBI. Further in case the delay
occurs on account of willful default by the Acquirer in obtaining the approvals,
Regulation 22 (13) of SEBI (SAST) Regulations, 1997, will also become
applicable.
9.3
Others
9.3.1
Accidental omission to
dispatch this Letter of Offer to any person to whom this Offer is made or the
non-receipt or delayed receipt of this Letter of Offer by any such person will
not invalidate this Offer in any way.
9.3.2
This Letter of Offer
would be mailed to all the shareholders of GIL (other than parties to SPA),
whose names appeared on the Register of Members of GIL as January 23, 2006
(Monday), being the Specified Date. Persons who own equity shares of GIL any
time prior to the date of Offer Closure, but are not registered holders, are
also eligible for accepting the offer.
9.3.3
Unaccepted Share/
Shares Certificates, Share Transfer Forms and other documents, if any, will be
returned by registered post at the shareholder(s) / unregistered owner(s) sole
risk.
9.3.4
Consideration for
equity shares accepted would be paid by crossed account payee cheques / demand
drafts / pay orders and sent by registered post to the address of the first
shareholder(s) / unregistered owner(s) at their sole risk.
10.
PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER
10.1
Shareholders
who wish to tender their equity shares will be required to send their Form of
Acceptance cum Acknowledgement, Original Share Certificate(s) and duly signed
Share Transfer Form(s) to the Registrar to the Offer by hand delivery or
registered post or through courier, as the case may be in accordance with the
instructions specified in the Letter of Offer and in the Form of Acceptance cum
Acknowledgement.
10.2
Shareholders
of GIL to whom this Offer is being made, are free to offer his / her / their
equity shares of GIL for sale to the Acquirer, in whole or part, while tendering
his / her / their equity shares in this Offer.
10.3
Beneficial
owners and shareholders holding shares in physical form, who wish to avail of
this Offer will have to forward the following documents to the office of the
Registrar to the Offer by hand delivery or by registered post, as the case may
be, on or before business hours upto the date of Closure of the Offer, i.e.
March 4, 2006 (Saturday).
·
Form
of Acceptance, duly completed in all respects and signed by all the joint
shareholders in the same order and as per the specimen signature(s) registered
with GIL.
·
Relevant
Original Share Certificate(s).
·
Valid
Share Transfer Deed(s), duly signed (in case the equity shares are held in joint
names, by all the shareholders and in the same order as appearing in the
Register of Members of GIL or on the Share Certificate issued by GIL) as per the
specimen signature(s) lodged with GIL and witnessed by an independent witness
(if possible, by a Notary Public, Bank Manager or a Member of a recognised stock
exchange with membership number). Please do not fill in any other details in the
Share Transfer Deed. In the event that a shareholder needs additional Share
Transfer Deed(s), the same can be obtained from the Registrar to the Offer as
mentioned hereafter.
·
Where
the Transfer Deed(s) are executed by Constituted Attorney, attach a copy of the
Power of Attorney duly certified as a True Copy by a Notary Public / Gazetted
Officer.
10.4
In
case the equity shares are held by a Company / Body Corporate, then a certified
True Copy of a valid Board Resolution giving authority and certified true copy
of the Memorandum and Articles of Association of such Company / Body Corporate
should also be enclosed.
10.5
In case the equity shares
stand in the name of a sole shareholder, who is deceased, the Notarized copy of
the legal representation obtained from a Competent Court.
10.6
The offer documents are being
dispatched to only those shareholders, who are eligible to participate in the
offer. As the Acquirer and the parties to the agreement dated December 23, 2005
are not eligible, the offer documents are not sent to
them.
10.7
No document should be sent to
the Acquirer or to GIL or to the Manager to the Offer.
10.8
In case of non-receipt of
Letter of Offer, the eligible shareholders may send his / her / their
applications to the Registrar to the Offer on the address mentioned herein
above, on a plain paper stating the name, address, number of equity
shares held, folio number(s), certificate number(s), distinctive number(s), and
number of shares tendered along with the relevant documents as mentioned
hereinabove, so as to reach them on or before business hours upto the date of
closure of the offer i.e. March 11, 2006 (Saturday).
10.9
Persons who own equity shares
of GIL any time prior to the date of Offer Closure, but are not registered
holders, can tender their equity shares for purchase by the Acquirer, by
communicating his / her / their desire to tender, in writing to the Registrar to
the Offer and obtain from them a copy of the Letter of Offer, the Application
Form and Transfer Deed(s) and lodge the same along with the relevant Share
Certificate(s) and other documents, as mentioned herein below together with the
Original Contract Note issued by a registered Stock Broker of a recognized Stock
Exchange, only at the address of Registrar to the Offer.
An unregistered shareholder
can send his / her / their application to the Registrar to the Offer on the
address mentioned above, on a plain paper stating the name, address,
number of shares held, folio number(s), certificate number(s), distinctive
number(s) and number of equity shares tendered along with the relevant documents
as mentioned hereinabove, so as to reach them on or before 4.00 pm on March
11, 2006. The forms are also available on SEBI website http://www.sebi.gov.in/
10.10 No indemnity is required from
the unregistered shareholders.
10.11 In case the Share
Certificate(s) and the instrument(s) of transfer are lodged for transfer with
GIL, then the Form of Acceptance should be accompanied by (i) the Share
Transfer Deed(s) and (ii) the acknowledgement of lodgment or receipt issued by
GIL by individual. Whereas the Transfer Deed(s) are executed by Constituted
Attorney, also attach a copy of the Power of Attorney duly certified as a True
Copy by a Notary Public / Gazetted Officer along with the acknowledgement of
lodgment or receipt issued by GIL. In case the equity shares are lodged by a
Company / Body Corporate, then a certified True Copy of a valid Board Resolution
giving authority and certified true copy of the Memorandum and Articles of
Association of such Company / Body Corporate should also be enclosed along with
the Form of Acceptance and the acknowledgement of lodgment or receipt issued by
GIL.
10.12 The following collection
centre would be accepting the documents as specified
above:
|
Address
of Registrar to the Offer |
Business
Hours |
Mode
of Delivery |
|
Bigshare
Services Private Limited E-2,
Ansa Industrial Estate, Sakivihar
Road, Saki Naka, Andheri
(E) Mumbai – 400072 Tel
: 022-28470652/53 Fax:
022-28475207 E-mail:
bigshare@bom7.vsnl.net.in Contact
Person: Mr. V. Kumareshan |
Monday
to Friday 10:00
am to 4:00 pm Saturday 10:00
am to 1.00 pm |
Hand
Delivery / Courier / Registered
Post |
Holidays: Sundays and Bank
Holidays
10.13 The Registrar to the Offer
will hold in trust the shares / share certificates, Form of Acceptance cum
Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders
of GIL who have accepted the Offer, until the cheques / drafts for the
consideration and / or the unaccepted shares / share certificates are dispatched
/ returned.
10.14 In terms of Regulation 22(5A)
of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their
acceptances tendered in the Offer can do so up to three working days prior to
the date of Closure of the Offer i.e. March 7, 2006 (Tuesday). The withdrawal
option can be exercised by submitting the Form of Withdrawal as enclosed in the
Letter of Offer. The shareholders are advised to ensure that the Form of
Withdrawal should reach the Registrar to the Offer at the collection centre
mentioned in the Letter of Offer or above as per the mode of delivery indicated
therein on or before business hours upto the last date of withdrawal i.e. March
7, 2006 (Tuesday).
10.15 The withdrawal option can be
exercised by submitting the Form of Withdrawal enclosing with it Copy of the
Form of Acceptance-cum-Acknowledgement / Plain paper application submitted and
the Acknowledgement slip. In case of non receipt of Form of Withdrawal, the
withdrawal option can be exercised by making an application on plain paper along
with the following details; name, address, distinctive numbers, folio number,
share certificate number, number of shares tendered, date of tendering the
shares.
10.16 The withdrawal of Shares will
be available only for the Share certificates / Shares that have been received by
the Registrar to the Offer. Physical shares withdrawn by shareholders would be
returned to the shareholders by Registered post.
10.17 The acquirer shall acquire
the shares received from the shareholders under the offer on a proportional
basis in terms of Regulation 21(6) & the intimation of returned shares to
the Shareholders will be sent at the address as per the records of
GIL.
10.18 Acquirer will acquire all the
48,714 fully paid-up equity shares tendered in the Offer with valid
applications.
10.19 Method of
Settlement
10.19.1
The
marketable lot of GIL is 50 {Fifty} equity shares.
10.19.2
The
Form of Acceptance, relevant Original Share Certificate(s), valid Share Transfer
Deed(s) and other documents, tendered by the shareholders of GIL under this
Offer, shall be accepted from such shareholders in terms of the Letter of Offer,
but will become a fully valid and binding contract between such shareholder(s)
and the Acquirer only upon the fulfillment of all the conditions mentioned
herein the Letter of Offer and Form of Acceptance.
10.19.3
On
fulfillment of all the conditions herein mentioned, the Letter of Offer and Form
of Acceptance, the Acquirer will pay the Offer Price by a crossed and “Account
Payee Only” cheque(s) or demand draft(s) or pay order(s) drawn in favour of the
sole shareholder or first named shareholder in case of joint holding. The
payment consideration will be sent by Registered Post to the sole / first named
shareholder of GIL whose equity shares are accepted by the Acquirer at his
address registered with GIL. It is desirable that shareholders holding Shares in
physical mode provide bank details of the first/ sole shareholder in the Form of
Acceptance cum Acknowledgement, so that the same can be incorporated in the
cheque/ demand draft.
10.19.4
Unaccepted
share certificates, transfer forms and other documents, if any, will be returned
by registered post at the shareholders’ / unregistered owners’ sole risk to the
sole / first shareholder.
10.19.5
The
Acquirer shall endeavor to complete all procedures relating to the Offer within
fifteen days from the date of Closure of the Offer i.e. March 25, 2006
(Saturday), including payment of consideration to the shareholders of GIL
whose equity shares are accepted for purchase by the
Acquirer.
10.19.6
In
case of non-receipt of any of statutory approvals, if any required, as per
regulation 22(12), SEBI may grant extension of time for the purpose of making
payments to the shareholders who have successfully tendered their equity shares
pursuant to this Offer and in such an event, the Acquirer will pay interest for
the delayed payment beyond fifteen days of the closure of the Offer, at such
rate as may be prescribed by SEBI.
10.20
General
10.20.1
The
Form of Acceptance and instructions contained therein are integral part of this
Letter of Offer.
10.20.2
Neither
the Acquirer nor the Manager nor the Registrar nor the Target Company will be
responsible for any loss in transit or delay in receipt of the completed Form of
Acceptance, Share certificate(s), Share transfer deed(s), copy of delivery
instructions or other documents.
10.20.3
The
Offer Price is denominated and payable in Indian Rupees
only.
10.20.4
All
the communication in connection with the Form of Acceptance should be addressed
to the Registrar to the Offer as mentioned above, with full name of the sole /
first applicant, folio number, number of equity shares tendered, date of
lodgement of the Form of Acceptance and other relevant
particulars.
10.20.5
If
there is any upward revision in the Offer Price (Regulation 26) by the Acquirer
till the last day of revision, viz., at any time upto seven working days prior
to the date of closure of the Open Offer or withdrawal of the Offer i.e. March
1, 2006 (Wednesday), the same would be informed by way of Public Announcement in
the same newspapers where original Public Announcement had appeared. Such
revised Offer would be payable for all the shares tendered anytime during the
Offer.
10.20.6
“If
there is competitive bid:
11.20.6.1
The
Public Offers under all the subsisting bids shall close on the same
date.
11.20.6.2
As
the Offer Price can not be revised during 7 working days prior to the closing
date of the offers / bids, it would, therefore, be in the interest of
shareholders to wait till the commencement of that period to know the final
Offer Price of each bid and tender their acceptance
accordingly”
10.20.7
The
Acquirer does not hold any share in the Target Company except 133,500 fully paid
equity shares acquired through SPA.
10.20.8
In
terms of Regulation 22 (5A), shareholders shall have the option to withdraw
acceptance tendered earlier, by submitting the Form of Withdrawal enclosed with
the LOO, so as to reach Registrar to the Offer on or before business hours upto
three working days prior to the date of Closure of the Offer, i.e. March 7, 2006
(Tuesday) as mentioned above.
10.20.9
Alternatively,
a copy of Public Announcement, Letter of Offer, Form of Acceptance cum
Acknowledgement and Form of Withdrawal cum Acknowledgement can be obtained from
SEBI’s official web-site: http://www.sebi.gov.in/.
10.20.10
The manager to the Offer i.e. Stratcap
Securities (India) Private Limited does not hold any shares in GIL as on the
date of PA.
10.20.11
Applications which are complete in all
respect and which reach the Registrar to the Offer on or before the date of
closure of offer i.e. March 11, 2006 (Saturday) would be approved and the shares
so offered would be accepted by the Acquirers free from all lien, charges,
encumbrances along with all the rights attached to the shares like the right to
all dividends, bonus and right shares and all other rights as are attached to
such acquired shares.
10.20.12
There
are no shares of “GIL” with lock-in period.
11.
DOCUMENTS FOR
INSPECTION
The
following documents are available for inspection at the Office of the Manager to
the Offer i.e. Stratcap Securities (India) Private Limited, 44,
Strategic House, Mint Road, Mumbai – 400001,
from 10:00 a.m. to 4:00 p.m. on all working days except Sundays, until the
closure of the Offer.
(a)
Appointment
letter issued by the Acquirer to Stratcap Securities (India) Private Limited
appointing as Manager to Offer.
(b)
Net
worth certificate issued by Chartered Accountant certifying the net worth of the
Acquirer and the adequacy of financial resources with the Acquirer to fulfill
the open offer obligations.
(c)
Audited
Annual Reports of “GIL” for the financial year 2005, 2004, 2003 and provisional
statement of accounts up to the period ended December 15,
2005.
(d)
Audited
Annual Reports of “M/s Money Masters Leasing & Finance Limited” for the
financial year 2005, 2004, 2003 and provisional financial figures for the period
ending on September 30, 2005.
(e)
A
letter from HDFC Bank Limited confirming the amount kept in Escrow Account and
that the lien is in favour of Stratcap Securities (India) Private
Limited.
(f)
Copy
of the Share Purchase Agreement (SPA) dated December 23,
2005.
(g)
Published
copies of the Public Announcement dated December 24, 2005.
(h)
A
copy of the letter from SEBI in terms of proviso to Regulation 18(2) of the
Regulations.
12.
DECLARATION BY THE
ACQUIRER
12.1.
The Acquirer accepts full responsibility
for the information contained in this Letter of Offer.
12.2
The Acquirer is responsible for
ensuring compliance with the Regulations.
For and on behalf of Acquirer
Sd/-
Hozef
Darukhanawala
Place:
Mumbai
Date:
February 13, 2006
13.
ENCLOSURES
1.
Form
of Acceptance cum Acknowledgement
2.
Form
of Withdrawal cum Acknowledgement
3.
Blank
Share Transfer Deed(s).