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Public
Announcement For the attention
of the Shareholders of HINDUSTAN
ZINC LIMITED (Registered
Office:
Yashad
Bhawan, Udaipur-313004) CASH OFFER FOR ACQUISITION OF EQUITY
SHARES FROM SHAREHOLDERS This Public
Announcement (�PA�) is being issued by SBI Capital Markets Limited on behalf of
Sterlite Opportunities and Ventures Limited pursuant to Regulation 10 and
Regulation 12 of and as required under the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and
subsequent
amendments thereto ("Regulations"). 1
Background to the Offer 1.1 Hindustan Zinc Limited (hereinafter referred to
as �Target� or �HZL�) was incorporated in January, 1966 as a public sector
company after the take over of the erstwhile Metal Corporation of India Limited
(MCI), to develop mining and smelting capacities to substantially meet the
domestic demand of zinc and lead metals. HZL�s operations are broad based and its
activities range from exploration, mining and ore processing to smelting and
refining of zinc, lead, cadmium, cobalt, copper and silver. It also produces
sulphuric acid. 1.2
Government of
India (�GOI�) had in December, 2000 announced its intention to disinvest 26% of
the shareholding of HZL held by it to a strategic partner with appropriate role
in management through the competitive bidding route. As per the announcement
made on March 27, 2002 by GOI, Sterlite Opportunities and Ventures Limited
(�SOVL� or �Acquirer� or �Strategic Partner�) has been selected by GOI as the
Strategic Partner for the sale of 10,98,58,294 (Ten crore, ninety eight lakh,
fifty eight thousand, two hundred and ninety four) fully paid- 2.
Terms of the SPA and Shareholders� Agreement (�SHA�) 2.1
GOI will sell and
SOVL will buy 10,98,58,294 (Ten crore, ninety eight lakh, fifty eight thousand,
two hundred and ninety four) fully paid-up equity shares representing 26% of the
voting capital of HZL held by GOI at a price of Rs. 40.51 per share, aggregating
Rs. 445 crores, the consideration being payable in cash. The purchase of the
said shares by SOVL and payment of the consideration to GOI in accordance with
the SPA is hereinafter referred to as �Closing�. 2.2
In case GOI wishes
to sell some or all the shares held by it in HZL, or if the Strategic Partner
wishes to sell any of the shares held by it in HZL, GOI or the Strategic Partner
as the case may be, shall first offer to sell such shares to the other
party. 2.3
GOI may transfer
shares not more than 5% of the share capital of HZL to the employees of
HZL. 2.4
The Strategic
Partner has an option (�Call Option�) requiring GOI to sell to the Strategic
Partner any or all the 7,99,50,657 (Seven crore, ninety nine lakh, fifty
thousand, six hundred and fifty seven) shares representing 18.92% of the present
share capital then held by GOI in HZL upon the expiry of 6 (six) months from
Closing, and for a period of 12 (twelve) months thereafter.
2.5
Upon the expiry of
30 (thirty) months from Closing, if the Government continues to hold more than
26% of the then share capital, then, from the date of expiry of 30 (thirty)
months from Closing, for a period of 6 (six) months thereafter, GOI has an
option (�Put Option�) requiring the Strategic Partner to purchase such number of
shares so that the Government continues to hold only 26% of the then share
capital. Such shares shall exclude such shares that the Government may determine
to sell to the employees of HZL. 2.6
The Strategic
Partner has an option (�Second Call Option�) requiring GOI to sell to the
Strategic Partner all the shares, if any, then held by GOI in HZL upon
the expiry of 5 (five) years from Closing. 2.7
Pursuant to
Regulation 11(3), in case of disinvestment of a Public Sector Undertaking, the
Acquirer together with persons acting in concert with him, shall not be required
to make another public announcement at any subsequent stage of further
acquisition of shares or voting rights or control of HZL provided both the
Acquirer and the seller are the same at all the stages of
acquisition. 3 The
Offer 3.1
This Offer is
being made by SOVL to acquire up to 8,45,06,380 (Eight crore, forty five lakh,
six thousand, three hundred and eighty) fully paid-up equity shares of HZL,
representing 20% of the voting capital of HZL at a price of Rs. 40.51 per fully
paid-up equity share (�Offer Price�), payable in cash (together �Offer�). The
Offer will be made to all shareholders of HZL (other than GOI, SOVL and the
PAC). The Offer described in this Announcement has not yet commenced and this
announcement is neither an offer to purchase nor a solicitation of an offer to
sell securities. The Offer would be made only through Letter of Offer, together
with the related Form of Acceptance-cum-Acknowledgement and transfer
deed. 3.2
The Offer is
required to be made by SOVL pursuant to the SPA dated April 4, 2002 for purchase
of 10,98,58,294 (Ten crore, ninety eight lakh, fifty eight thousand, two hundred
and ninety four) fully paid-up equity shares representing 26% of the voting
capital of HZL at a price of Rs. 40.51 per share aggregating Rs. 445 crores, the
consideration being payable in cash. 3.3
The acquisition of
shares pursuant to the SPA results in the shareholding of SOVL in HZL exceeding
15% of the voting capital of HZL and also results in control over HZL passing to
SOVL. Accordingly, SOVL is required to make this Offer pursuant to the terms of
Regulation 10 and Regulation 12 of the Regulations. All the shares acquired
pursuant to the Offer will be acquired by SOVL only. 3.4
For the purpose of
this Offer, Sterlite Industries (India) Limited (�SIIL�) and Sterlite Optical
Technologies Limited (�SOTL�) are PAC. Currently, SIIL and SOTL hold 80.39% and
19.61% respectively of the issued share capital in SOVL and are in management
control of SOVL. 3.5
The Offer will not
be subject to any minimum level of acceptances i.e. the Acquirer will acquire
shares of HZL up to the number referred to in Para 3.1, tendered in response to
the Offer, subject to the terms specified under Para 12 of this PA and the
contents of the Letter of Offer. 4 Offer
Price 4.1
The equity shares
of HZL are listed on The Stock Exchange, Mumbai (�BSE�); The Delhi Stock
Exchange Association Limited, New Delhi (�DSE�) and the Jaipur Stock Exchange
Limited, Jaipur (�JSE�). The equity shares of HZL are also traded on the
National Stock Exchange of India Limited, Mumbai (�NSE�). The shares are
infrequently traded within the meaning of Regulation 20 of the Regulations on
DSE and JSE. As per Regulation 20(3A), �in case of disinvestment of a Public
Sector Undertaking whose shares are infrequently traded, the minimum offer price
shall be the price paid by the successful bidder to Central Government�. The
shares are frequently traded on BSE and NSE within the meaning of Regulation 20
of the Regulations. Based on
the information available, the average of the weekly high and low of closing
prices for the shares of HZL on NSE (the exchange where the shares are most
frequently traded) for the 26-week period preceding March 27, 2002, the date on
which the winning bidder was announced by GOI is Rs.
23.11. No shares
have been acquired by Acquirer or the PAC in HZL during the above 26-week period
including by way of allotment in a public or rights issue except as disclosed in
Para 1.2 above. Mr.
Ishwarlal Patwari, Director, SIIL purchased 10,000 shares of HZL at a price of
Rs. 22.85 per share on November 9, 2001. 4.2
Save as stated in
Paras 1.2 and 4.1 above, neither the Acquirer nor the PAC have acquired any
shares of HZL including through public or rights issue in the last 26 weeks
preceding March 27, 2002. Further, neither the Acquirer nor the PAC have
acquired any shares of HZL through preferential allotment in the 12 months prior
to March 27, 2002. In view of the above, the Offer Price of Rs. 40.51, being the
highest of the prices mentioned above is justified in terms of Regulation 20 of
the Regulations. 5
Information on the Acquirer 5.1
Sterlite
Opportunities and Ventures Limited (SOVL) is a public limited company
incorporated on January 11, 2002 under the Companies Act, 1956. SOVL has its
Registered Office at 91-92 A, Maker Chambers III, Nariman Point, Mumbai 400 021.
5.2
SOVL is registered
with the Reserve Bank of India (�RBI�) under Section 45IA of the RBI Act, 1934
vide Certificate of Registration No. N-13.01593 dated March 27, 2002 to carry on
the business of a Non-Banking Financial Institution. The registration of SOVL is
valid as on date. 5.3
As at March 18,
2002, the Share Capital and Reserves (net of Miscellaneous Expenditure to the
extent not written off) of SOVL was Rs. 2.53 crores. 5.4
Currently, the
paid- 5.5
The shares of SOVL
are not listed. 5.6
On the date of
this PA, the Acquirer and the PAC do not hold any shares in HZL. 10,98,58,294
shares (representing 26% of the voting capital of HZL) acquired from GOI would
be transferred to the Acquirer on Closing. 6
Information on Persons Acting in Concert 6.1
Sterlite Industries (India) Limited (SIIL) 6.1.1
SIIL was
incorporated on September 8, 1975 as Rainbow Investment Limited. The name was
changed to Sterlite Cables Limited on October 19, 1976 and subsequently to
Sterlite Industries (India) Limited on February 28, 1986. Having commenced
manufacture of PVC power and control cables in 1979, SIIL diversified into jelly
filled telecom cables (JFTC) in 1988. In 1991, it backward integrated into the
manufacture of continuous cast copper rods (CCR). In 1993, SIIL commissioned a
unit for manufacturing aluminium sheets and foils and also set up a plant for
the manufacture of optic fibre cables (OFC). SIIL has continually expanded its
production capacities to enhance economies of scale. In November 1993, it set up
a new JFTC facility at Silvassa, having locational tax benefits. SIIL then set
up a copper smelter along with sulphuric acid and phosphoric acid plants at
Tuticorin, Tamilnadu. Simultaneously, a copper refining plant was set up at
Silvassa. SIIL demerged its telecom business into a separate company, Sterlite
Optical Technologies Limited (SOTL) with an effective date of July 1, 2000.
SIIL
currently manufactures continuous cast copper rods, copper cathodes, aluminium
cold rolled products, power transmission line aluminium conductors, sulphuric acid and phosphoric acid.
With a
view to becoming a major player in the aluminium sector, SIIL has acquired 51%
of the GOI stake in the Bharat Aluminium Company Limited
(BALCO). SIIL�s
Registered Office is situated at B-10/4, Waluj M.I.D.C
Industrial Area, Waluj, Dist. Aurangabad � 431 133. 6.1.2 Total Income and Profit
after Tax for the year ended June 30, 2001 were Rs.3,121.21 crores [June 30,
2000: Rs.2,959.05 crores] and Rs. 127.90 crores [June 30, 2000: Rs. 241.94
crores] respectively. For the six months ended December 31, 2001, the Total
Income and Profit after Tax are Rs. 1,568.26 crores and Rs. 60.28 crores
respectively. 6.1.3
As at June 30,
2001, the Share Capital and Reserves (excluding Preference Share Capital) of
SIIL was Rs. 1,664.62 crores [June 30, 2000: Rs. 1,656.33
crores] 6.1.4
For the year ended
June 30, 2001 SIIL had an Earnings per Share of Rs. 22.84 (Equity Shares of Rs.
5/- each fully paid-up), a Return on Net Worth of 7.57% and a Book Value per
6.1.5
The Ordinary
Shares of SIIL are listed on 4 stock exchanges in India viz. The Stock Exchange,
Mumbai (�BSE�); The Ahmedabad Stock Exchange, Ahmedabad (�ASE�); The Delhi Stock
Exchange Association Limited, New Delhi (�DSE�) and The Calcutta Stock Exchange
Association Limited, Kolkata (CSE). The shares are also traded on the National
Stock Exchange of India Limited, Mumbai (�NSE�). 6.1.6
SIIL is a
shareholder of the Acquirer. 6.2
Sterlite Optical Technologies Limited (SOTL) 6.2.1
SOTL was
incorporated as a company on March 24, 2000. Pursuant to a scheme of arrangement
sanctioned by the Hon�ble High Court of Judicature at Bombay on August 2, 2000,
the telecom business of SIIL was transferred to SOTL as a going concern with
effect from July 1, 2000. Its Registered Office is situated at
E-1, Waluj M.I.D.C. Industrial Area, Waluj, Dist. Aurangabad
� 431 136. SOTL�s operations include manufacture of
optical fibre, optical fibre cables and telecommunication copper
cables. 6.2.2
Total Income and
Profit after Tax for the period July 1, 2000 to March 31, 2001 were Rs. 794.31
crores and Rs. 225.64 crores respectively.
For the nine months ended December 31, 2001, the Total Income and Profit
after Tax are Rs. 482.89 crores and Rs. 87.98 crores
respectively. 6.2.3
As at March 31,
2001, the Share Capital and Reserves (excluding Preference Share Capital) of
SOTL was Rs. 327.25 crores. 6.2.4
For the year ended
March 31, 2001 SOTL had an Earnings per Share of Rs. 40.30 (Equity Shares of Rs.
5/- each fully paid-up), a Return on Net Worth of 68.95% and a Book Value per
Share of Rs. 58.44. The P/E multiple for SOTL as on April 5 , 2002 is 3.42.
(Price from The Stock Exchange, Mumbai. Source: http://www.bseindia.com/) 6.2.5
The Ordinary
Shares of SOTL are listed on 5 stock exchanges in India viz. The Stock Exchange,
Mumbai (�BSE�); The Ahmedabad Stock Exchange, Ahmedabad (�ASE�); The Delhi Stock
Exchange Association Limited, New Delhi (�DSE�); The Calcutta Stock Exchange
Association Limited, Kolkata (�CSE�) and the National Stock Exchange of India
Limited, Mumbai (�NSE�). 6.2.6
SOTL is a
shareholder of the Acquirer. 7
Information on HZL 7.1
HZL has its
registered office at Yashad Bhawan, Udaipur - 313
004 and was incorporated in January 1966 as a
public sector company after the take over of the erstwhile Metal Corporation of
India Limited (MCI), to develop mining and smelting capacities to substantially
meet the domestic demand of zinc and lead metals. HZL�s operations are broad based and its
activities range from exploration, mining and ore processing to smelting and
refining of zinc, lead, cadmium, cobalt, copper and silver. It also produces
sulphuric acid. 7.2
The issued, subscribed and paid-up share capital of
HZL as at the date of this PA is Rs. 422.53 crores comprising 42,25,31,900 equity shares of Rs. 10 each. There are no
partly paid-up shares of HZL as on the date of the PA. The shares of HZL are
listed on The Stock Exchange, Mumbai (�BSE�); The Delhi Stock Exchange
Association Limited, New Delhi (�DSE�) and the Jaipur Stock Exchange Limited,
Jaipur (�JSE�). The shares of HZL are also traded on the National Stock Exchange
of India Limited, Mumbai (�NSE�). 7.3
Turnover and
Profit after Tax for the year ended March 31, 2001 were Rs. 1,613.05 crores
[March 31, 2000: Rs. 1,515.60 crores] and Rs. 169.22 crores [March 31, 2000:
Rs.90.42 crores] respectively. For the nine months ended December 31, 2001, the
Turnover and Profit after Tax were Rs. 1,099.14 crores and Rs. 32.34 crores
respectively. 7.4
As at March 31,
2001, the Share Capital and Reserves of HZL was Rs. 1,160.26 crores [March 31,
2000: Rs. 1,044.29 crores]. 7.5
For the year ended
March 31, 2001, HZL had an Earnings per Share of Rs. 4.00; a Return on Net Worth
of 14.58% 8
Rationale for the Offer and Acquisition 8.1
As explained in
Para 1 above (Background to the Offer), the Offer to the shareholders of HZL is
being made pursuant to Regulation 10 and Regulation 12 of the Regulations, for
substantial acquisition of shares and voting rights accompanied with change in
control/management. 8.2
The acquisition of
shares by SOVL is pursuant to the disinvestment programme of the GOI under
which, management control of HZL would pass to the Strategic Partner at
Closing. The Acquirer�s/PAC�s vision is
to be a vibrant, global player in the non-ferrous mining
and metal segment in the domestic and international markets, renowned for best
international management practices. They intend to make HZL a world-class organisation in the
zinc and lead industry. The assets of HZL may be disposed of or
otherwise encumbered, as may be
decided by the Board of Directors of HZL. Such decisions will be governed by the
provisions of the Share Holders� Agreement (�SHA�) between the Acquirer and GOI
and also the Regulations or any other applicable Act or legislation at the
relevant time. 9
Statutory Approvals and Conditions of the Offer 9.1
The Acquirer will
make the requisite application to RBI for permission under the Foreign Exchange
Management Act, 1999 (�FEMA�) to acquire shares from non-resident shareholders.
9.2
As of the date of
this Announcement, there are no other statutory approvals required to implement
the Offer. If any other statutory approvals become applicable, the Offer would
be subject to such statutory approvals. The Acquirer will not proceed with the
Offer in the event that such statutory approvals are not obtained. No approvals
are required from Financial Institutions (�FIs�)/Banks for the
Offer. 9.3
In case of delay
in receipt of any statutory approvals, SEBI has the power to grant an extension
of the time required for payment under the Offer provided that the Acquirer
agrees to pay interest in accordance with Regulation 22(12) of the Regulations.
Further, if the delay occurs due to wilful default of the Acquirer in obtaining
the requisite approvals, Regulation 22(13) of the Regulations will also become
applicable. 10 Option
to the Acquirer in Terms of Regulation 21(3) If the
Offer results in the public shareholding being reduced to 10% or less of the
voting capital of HZL, the Acquirer shall undertake to disinvest through an
offer for sale or by a fresh issue of capital to the public, which shall open
within a period of 6 months from the date of closure of the Offer, such number
of shares so as to satisfy the listing 11
Financial Arrangements for the Offer 11.1
The maximum
purchase consideration payable by the Acquirer in the case of full acceptance of
the Offer would be Rs. 342.34 crores. In accordance with the provisions of
Regulation 28 of the Regulations, the Acquirer has created an Escrow Account in
the form of a Bank Guarantee of Rs. 50.00 crores, issued by Standard Chartered
Bank, 90, Mahatma Gandhi Road, Mumbai 400 001 valid up to September 30, 2002 in
favour of SBI Capital Markets Limited. SBI Capital Markets Limited has been
empowered by the Acquirer to realise the Bank Guarantee in terms of the
Regulations. 11.2
The Acquirer has
also made a cash deposit of Rs. 3.43 crores (being an amount exceeding 1% of the purchase
consideration payable under this Offer) in the Escrow Account with Standard
Chartered Grindlays Bank Limited, 90, Mahatma Gandhi Road, Mumbai 400 001 with a lien marked in favour of SBI
Capital Markets Limited. 11.3
The Offer would be
funded by the Acquirer through shares to be subscribed to by SIIL and SOTL and
through loans and domestic borrowings. SIIL and SOTL would provide necessary
financial assistance to SOVL in the form of guarantees, to the extent required,
to enable SOVL to meet its obligations under the Offer. Deloitte, Haskins and Sells, Chartered
Accountants have certified vide their letter dated April 5, 2002 that the
Acquirer, SIIL and SOTL have adequate financial resources for payment of
consideration to the shareholders of HZL whose shares are acquired pursuant to
this Offer. The Manager to the Offer confirms that firm arrangements for funds
and money for payment through verifiable means are in place to fulfil the Offer
obligations. 12
Other Terms of the Offer 12.1
A Letter of Offer
together with the related Form of Acceptance-cum-Acknowledgement and Transfer
Deed will be mailed to the shareholders of HZL whose names appear on the
Register of Members of HZL and to the beneficial owners of the shares of HZL
whose names appear on the beneficial records of the respective depositories at
the close of business on April 25, 2002 (�Specified
Date�). 12.2
Shareholders holding Shares in Physical Form Shareholders who are holding shares in
physical form and wish to tender their shares will be required to send the Form
of Acceptance-cum-Acknowledgement, original Share Certificate(s) and transfer
deed(s) duly signed, to the Registrars to the Offer, Sharepro Services
(�Sharepro�), either by hand delivery at the Collection Centres mentioned in
Para 12.5 below during normal business hours or by Registered Post to Sharepro
Services , Satam Estate, 3rd Floor, Above Bank of Baroda, Chakala,
Andheri (East), Mumbai 400 099, so
that the same are received on or before the close of the Offer, i.e. June 25,
2002, in accordance with the instructions specified in the Letter of Offer and
the Form of Acceptance-cum-Acknowledgement. 12.3
Shareholders holding Shares in Dematerialised Form The
Registrars to the Offer, Sharepro, has opened a special depository account with
Central Depository Services (India) Limited (�CDSL�). Beneficial owners and shareholders holding
shares in the dematerialised form, will be required to send their Form of
Acceptance-cum-Acknowledgement to the Registrars to the Offer either by hand
delivery during normal business hours at the Collection Centres mentioned in
Para 12.5 below or by Registered Post to Sharepro Services, Satam Estate,
3rd Floor, Above Bank of Baroda, Chakala, Andheri (East), Mumbai 400
099, so that the same are received
on or before the close of the Offer, i.e. June 25, 2002, along with a 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 �Sharepro Services Escrow Account � HZL Open
Offer� filled in as per the instructions given below: DP Name:
Infrastructure Leasing and Financial Services Limited Client ID
Number:
1601480000008911 DP ID
Number: 14800 Depository: CDSL Shareholders having their beneficiary account
in National Securities Depository Limited (�NSDL�) have to use inter-depository
delivery instruction slip for the purpose of crediting their shares in favour of
the special depository account with CDSL. 12.4
Procedure of Acceptance for Shareholders who have sent their Shares for
Dematerialisation Shareholders who have sent their physical
shares for dematerialisation need to ensure that the process of getting shares
dematerialised is completed well in time so that the credit in the Escrow
Account should be received on or before the date of closure of the Offer, i.e.
June 25, 2002, else the application would be rejected. 12.5
Shareholders who
wish to tender their shares will be required to submit the Form of
Acceptance-cum-Acknowledgement, original Share Certificate(s) and transfer
deed(s) duly signed, or a 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�), as applicable, to the
Registrars to the Offer, Sharepro, at the collection centres mentioned below so
as to reach on or before the closure of the Offer, June 25, 2002, in accordance
with the instructions specified in the Letter of Offer and the Form of
Acceptance-cum-Acknowledgement. Collection centres for tendering of the shares
are as follows:
Business
Hours: Monday to Friday: 10.00 a.m. to 5.00 p.m. Holidays:
Saturdays, Sundays and Bank Holidays 12.6
Other than SOVL,
SIIL, SOTL and GOI, all owners of shares, registered or unregistered, who own
the shares at any time prior to the closure of the Offer are eligible to
participate in the Offer. GOI shall not participate in the Offer. Unregistered
owners who do not receive a copy of the Letter of Offer can send their
application in writing to the Registrars to the Offer, on plain paper stating
Name, Address, number of shares held, number of shares offered, Distinctive
Nos., Folio No., together with the original Share Certificate(s), valid transfer
deeds and the original contract note issued by the broker through whom they
acquired their shares. No indemnity is required from the unregistered
owners. 12.7
In case of
non-receipt of the Letter of Offer, eligible persons may send their consent to
the Registrars to the Offer, on plain paper stating Name, Address, number of
shares held, Distinctive Nos., Folio No., number of shares offered, along with
documents as mentioned above, so as to reach the Registrars to the Offer on or
before the close of the Offer, i.e. June 25, 2002. 12.8
The Registrars to
the Offer will hold in trust the shares/share certificates, shares lying in
credit of the special depository account, Form of
Acceptance-cum-Acknowledgement, if any, and the transfer form(s) on behalf of
the shareholders of HZL who have accepted the Offer, until the cheques/drafts
for the consideration and/or the unaccepted shares/share certificates are
despatched/returned. 12.9
Any shares of HZL
that are subject matter of litigation or are held in abeyance due to pending
court cases, wherein the shareholder(s) of HZL may be precluded from
transferring the shares during pendency of the said litigation are liable to be
rejected in case directions/orders regarding these shares are not received
together with the shares tendered under the Offer. The Letter of Offer in some
of these cases, wherever possible would be forwarded to the concerned statutory
authorities for further action at their end. 12.10
While tendering
their shares under the Offer, NRIs, OCBs, foreign shareholders will be required
to submit a No Objection Certificate (NOC) or Tax Clearance Certificate (TCC)
indicating the amount of tax to be deducted by the Acquirer before remitting the
consideration from Income Tax authorities under Income Tax Act, 1961. In case
the aforesaid NOC or TCC is not submitted, the Acquirer will arrange to deduct
tax at the maximum marginal rate as may be applicable to the category of
shareholders, on the entire consideration amount payable to such shareholders.
12.11
If the aggregate
of the valid responses to the Offer exceeds 8,45,06,380 (Eight crore, forty five
lakh, six thousand, three hundred and eighty) shares, then the Acquirer shall
accept the offers received on a proportionate basis in accordance with the
Regulations. 12.12
Unaccepted Share
Certificates, transfer forms and other documents, if any, will be returned by
Registered Post/Speed Post at the shareholders�/unregistered owners� sole risk
to the sole/first shareholder. Shares held in dematerialised form, to the extent
not accepted, will be credited back to the beneficial owners� depository account
with the respective depository participant as per the details furnished by the
beneficial owner in the Form of Acceptance-cum-Acknowledgement or otherwise.
12.13
A schedule of some
of the key events in respect of the Offer is given at the
end. 13
General 13.1
If there is any
upward revision in the Offer Price before the last date of revision (i.e. June
13, 2002, being 7 working days prior to closure of the Offer) or withdrawal of
the Offer, the same would be informed by way of Public Announcement in the same
newspapers where the original PA appears. Such revised Offer Price would be
payable to all shareholders who tendered their shares at any time during the
Offer, which tenders were accepted under the Offer. 13.2
In case of
disinvestment of PSUs by GOI, there cannot be a competitive offer by any person,
to the Offer made by the Strategic Partner as per Regulation 25(2A) of the
Regulations. 13.3
Save as stated in
Paras 1.2, 4.1 and 4.2 above and as per the information available as on the date
of this PA, neither SOVL, SIIL, SOTL, their subsidiaries nor any Directors
thereof have acquired any shares of HZL in the last 26 weeks nor have they
acquired shares through preferential allotment in the last 12 months.
13.4 As per the information available as on the
date of this PA, none of the Directors of SOVL, SIIL, SOTL and their
subsidiaries hold any shares in HZL as of the date of this PA, except the
following:
13.5
None of the
Directors of the Acquirer or PAC are on the Board of HZL as on date of this PA.
However, the Acquirer would get the right to appoint Directors on the Board of
HZL on payment of consideration to GOI and Closing. 13.6
None of the
Acquirer or the PAC has been prohibited by SEBI from dealing in securities, in
terms of directions issued u/s 11B of the SEBI Act. 13.7
Pursuant to
Regulation 13 of the Regulations, SOVL has appointed SBI Capital Markets
Limited, Mumbai as Manager to the Offer and Sharepro Services, Mumbai as
Registrars to the Offer. 13.8
The Board of
Directors of the Acquirer and the PAC accept full responsibility for the
information contained in this PA and also for the obligations of the Acquirer
and the PAC (as appropriate) as laid down in the
Regulations. 13.9
For further
details please refer to the Letter of Offer and the Form of
Acceptance-cum-Acknowledgement. 13.10
Shareholders who have accepted the Offer by tendering the requisite documents
in terms of the Public Announcement/Letter of Offer cannot withdraw the
same.
Eligible persons to the Offer may download a
copy of this Public Announcement from SEBI�s website at http://www.sebi.gov.in/. Eligible persons
to the Offer may also download a copy of the Letter of Offer and Form of
Acceptance-cum-Acknowledgement, which will be available on SEBI�s website http://www.sebi.gov.in/ from the Offer
opening date, i.e. May 27, 2002 and can apply on the
same.
April 10, 2002 |
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