PUBLIC ANNOUNCEMENT
For the attention of shareholders of
JOHN FOWLER (INDIA) LIMITED
Registered Office: 19, Khetan Bhavan, 2nd Floor, 198, J. Tata Road, Mumbai-400 020 (Maharashtra)
This Public Announcement is being issued by UTI Bank Ltd. (“Manager to the Offer”), on behalf of Shri R. B. Barwale (the “Acquirer”) pursuant to Regulation 11(2) and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the “SEBI [SAST] Regulations, 1997”).
1. THE OFFER
a. Shri R.B. Barwale (hereinafter referred to as the “Acquirer”), residing at 72-B, Urvashi, Petit Hall, Nepean Sea Road, Mumbai 400 006 is making an open offer pursuant to Regulation 11(2) and in compliance with the SEBI (SAST) Regulations, 1997. There are no Persons Acting in Concert (“PAC”) with the Acquirer for the purpose of this offer.
b. John Fowler (India) Limited (hereinafter referred to as “Target Company” or “JFIL”) recently made buyback of its equity shares from Public Shareholders at a price of Rs. 62.50 per share . The buyback offer closed on 24th July, 2002. The public shareholders have tendered their shares in the buyback offer, which resulted into reduction of public shareholding below the threshold mark of 10% for continued listing. Therefore, the Target Company approached The Stock Exchange, Mumbai, Regional Stock Exchange (BSE) for delisting of its shares. BSE vide its letter LIST/PSR/2002 dated 30th July, 2002 has directed the target company to comply with the SEBI (SAST) Regulations, 1997. The Target Company has decided to delist its shares, hence the Acquirer forming part of the Promoter group is giving this offer to acquire the balance shares from the public shareholders.
c. The Acquirer is now making this open offer to acquire 278220 fully paid equity shares of Rs. 10 each, representing 9.36 % of the equity capital, being the balance equity share capital (i.e. other than the equity share capital held by the Acquirer and the persons in the promoter group) of the Target Company at a price of Rs.62.50 (Rupees Sixty two and paise fifty only) per fully paid up equity share payable in cash, (“ Offer”). The Target Company does not have any partly paid up equity shares. The Offer is not subject to any minimum level of acceptance and is not a conditional offer.
d. The equity shares of Target Company are listed on The Stock Exchange, Mumbai (BSE) (Regional Stock Exchange) and Bangalore Stock Exchange Ltd. (BgSE). The equity shares of the company are infrequently traded in terms of explanation (i) to Regulations 20(5) of the SEBI (SAST) Regulations, 1997. The offer price of Rs. 62.50 per share has been determined as per Regulation 20(5) taking into account the following factors:
a. Acquirer has not entered into any agreement for acquisition of shares.
b. Acquirer has not acquired shares of JFIL during the 26 week period prior to the date of the Public Announcement by way of allotment in a public or rights or preferential issue.
c. As per the audited results for the financial year 2001-2002, JFIL reported a loss after tax of Rs. 228.65 lacs. The earnings per share and return on networth are negative. The networth of the Target Company as on 31st March, 2002 is Rs. 1769.20 lacs and the book value per share is Rs.58.48. The last traded price of the shares on the Stock Exchange, Mumbai was on 17th June 2002 at Rs. 60/- with a volume of 100 equity shares. The last traded price of the shares on the Bangalore Stock Exchange was on 4th June1999 at Rs. 26/- with a volume of 400 equity shares. The average industry P/E for the sector in which the Target Company operates is 11 (source: Capital Market, Vol. XVII/ 16 dated 27th October, 2002, Sector- Engineering).
The Target Company made buyback offer to the public shareholders at a price of Rs.62.50 per share. The Acquirer is making this offer at the same price of Rs.62.50 per share to the remaining public shareholders. Thus the offer price is justified taking the above factors into account.
The Acquirer has not acquired shares of JFIL during the 12 month period prior to the date of Public Announcement.
e. The promoter group hold 2693468 fully paid up shares of Rs. 10/- each, representing 90.64 % of the equity capital of target company, of which the Acquirer forming part of the promoter group is holding 160400 fully paid shares of Rs. 10/-each, representing 5.40 % of the equity capital of target company as on the date of this “PA”. However, for the purpose of this offer there are no persons acting in concert with the Acquirer.
2. Information about Acquirer
a. Shri R. B. Barwale is the acquirer residing at 72-B, Urvashi, Petit Hall, Nepean Sea Road, Mumbai 400 006.
b. M/s Krishna Rao & Co., Chartered Accountants, Bezonji Road, Jalna - 431 203, Membership No.: 3943 has certified vide certificate dated 19/10/2002 that the networth of Shri. R. B. Barwale as on 30th September, 2002 is Rs.1234.38 lacs and that he has sufficient means to fulfill the obligations under the offer.
c. There are no persons acting in concert with the Acquirer.
d. Shri R. B. Barwale is the Director of the Target Company. He holds a B.Sc. in Agriculture(A&H). He has over 22 years of experience in various functional areas and is presently the Managing Director of Maharashtra Hybrid Seeds Co. Ltd. Shri R. B. Barwale is currently holding 1,60,400 equity shares of Rs. 10/- each of JFIL representing 5.40% of the paid up capital.
3. Information about the Target Company
a. John Fowler (India) Ltd., incorporated on 22nd December , 1953 as a Private Limited Company was converted into a Public Limited Company in 1963. The registered office of the company is situated at 19, Khetan Bhavan, 2nd Floor, 198, J. Tata Road, Mumbai-400 020(Maharashtra)
b. The total equity share capital of JFIL as on the date of this “PA” is Rs. 2,97,19,130 comprising of 2971688 fully paid-up shares of Rs. 10/-each and 225 forfeited shares of Rs. 10/- each. There are no partly paid-up shares of the target company.
c. The Target Company commenced operations with the manufacture of Industrial filters for insulating, lubricating oils and aviation fuels. The target company is presently in the business of manufacture of Industrial and Automotive Filters. The factory is located at Bangalore and sales offices are located at Delhi, Kolkata and Mumbai.
d. The equity shares of the target company are listed on The Stock Exchange, Mumbai (BSE) and the Bangalore Stock Exchange.
e. As per the audited results for the year ended 31st March, 2002 the target company earned total revenue of Rs.1061.94 lacs and reported a Loss after tax of Rs.228.65 lacs. The Networth of the Target Company as on 31st March 2002 is Rs.1769.20 lacs. The earnings per share for the period is negative and the Book value is Rs.58.48 per share.
4. Reasons for the Acquisition & Offer
a. The Target Company recently made buyback of its equity shares from Public Shareholders. The buyback offer closed on 24th July, 2002. The public shareholders have tendered their shares in the buyback offer, which resulted into reduction of public shareholding below the threshold mark of 10% for continued listing. Therefore, the Target Company approached The Stock Exchange, Mumbai, Regional Stock Exchange (BSE) for delisting of its shares. BSE vide its letter LIST/PSR/2002 dated 30th July, 2002 has directed the target company to comply with the SEBI (SAST) Regulations, 1997. The Target Company has decided to delist its shares, hence the Acquirer forming part of Promoter group is giving offer to purchase the shares from the public shareholders at the same price at which the Buy-Back offer was made. This offer will result into consolidation of holding by the acquirer.
b. The Acquirer does not have any plans to dispose off or otherwise encumber any assets of the target company in the next two years except in the ordinary course of business of the target company and except to the extent required for the purpose of restructuring or rationalization of assets, investments, liabilities or otherwise of the target company.
c. Further the Acquirer undertakes that he shall not sell, dispose off or otherwise encumber any substantial assets of JFIL except in the ordinary course of business of JFIL, except with the prior approval of shareholders of JFIL.
5. Statutory Approvals/ other approvals required for the offer
a. The Acquirer will make requisite application to the Reserve Bank of India (RBI) to obtain permission to acquire shares from Non Resident shareholders of the Target Company, if any.
b. Apart from the above, to the best of the knowledge of the Acquirer, as on the date of this “PA” , no other statutory approvals are required , for the purpose of acquisition of shares under the open offer.
c. In case of non receipt of any approvals, SEBI may, if satisfied that non receipt of the requisite approvals was not due to any willful default or neglect of the Acquirer or failure of the Acquirer to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to the shareholders as directed by SEBI, in terms of Regulation 22(12) of SEBI (SAST) Regulations, 1997.
d. The acquirer does not require any approval of Bank / FI for making this open offer.
6. Delisting option to the Acquirer
The public shareholding of the Target Company post buyback offer to its public shareholders which closed on 24th July , 2002 , has fallen below 10% level and is at 9.36% of equity capital. The Target Company approached The Stock Exchange, Mumbai, Regional Stock Exchange for delisting of its shares. BSE has directed the company vide its letter LIST/PSR/2002 dated 30th July, 2002 to comply with SEBI (SAST) Regulations, 1997. The acquirer is making public offer under SEBI (SAST) Regulations, 1997.
As the public shareholding is already below 10%, the acquirer shall exercise option (a) under 21(3) for delisting of shares, post this public offer i.e. the acquirer shall make an offer to buy the outstanding shares remaining with the public shareholders in accordance with the guidelines specified by SEBI in respect of Delisting of shares.
7. Financial Arrangements
a. The Acquirer has adequate resources to meet the financial requirements of the offer in terms of Regulation 16 (xiv) of the SEBI (SAST) Regulations, 1997. These resources will be met from his personal finances.
b. The total funds required to implement the offer, assuming full acceptance shall be Rs. 1,73,88,750/- The Acquirer has deposited Rs.4347187.50, being 25 % of the total consideration payable under the open offer assuming full acceptance, in an Escrow Account in terms of Regulation 28 opened with Syndicate Bank at Backbay Reclamation, Mumbai 400 020.
c. The Acquirer has duly authorized UTI Bank Limited - Manager to the offer to realise the value of the Escrow Account in terms of the SEBI (SAST) Regulations, 1997.
d. M/s Krishna Rao & Co., Chartered Accountants, Bezonji Road, Jalna - 431 203, Membership No.: 3943 have certified that the acquirer has sufficient resources to meet all required financial obligations under the offer. Based on this, the Manager to the offer is satisfied about the ability of the Acquirer to implement the offer as firm financial arrangement through verifiable means is in place to fulfill the offer obligations in accordance with SEBI (SAST) Regulations , 1997.
8. Other Terms of the Offer
a. This is not a conditional offer and is not subject to any minimum level of acceptance.
b. The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to the shareholders of JFIL (except the Acquirer and Promoter Group) whose names appear on the Register of Members of JFIL, at the close of business on 31st October, 2002 (the "Specified Date").
c. All the shareholders who own the shares of the target Company anytime before the closure of the offer, (except Acquirer and Promoter Group) are eligible to participate in the Offer.
d. Shareholders who 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 Registrar to the Offer, Intime Spectrum Registry Limited, at the following collection centers either by Hand Delivery on Monday to Friday between 10.00 a.m. and 5.00 pm and on Saturday between 10.00 am and 1.00 pm or by Registered Post on or before the close of the Offer, i.e. 14th January, 2003 in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.
|
Address |
Contact Person |
Phone Nos. |
Fax Nos. |
E-mail ID |
|
Intime Spectrum Registry Limited 260, Shanti Industrial Estate, Sarojini Naidu Road, Mulund (West), Mumbai 400 080 |
Mr. Nikunj Daftary |
022-592 3837 |
022-5672693 |
|
|
Intime Spectrum Registry Limited. 202 Daver House, D. N. Road Fort, Mumbai 400 001 |
Mr. Vivek Limaye |
022- 265 6929 |
022 -5581214 |
|
|
Intime Spectrum Registry Limited C/o Times Data & Technical Center, 40/3, Second Floor, Geetha Mansion, K.G. Road, Bangalore 560 009 |
Mr. S. Vijayagopal |
080 -2350351 Cell : 9845344537 |
080- 235 0351 ( Tele fax) |
e. All owner of equity shares, registered or unregistered, (except the Acquirer and promoter group) are eligible to participate in the offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of Shares held, No of shares offered, Distinctive Nos., Folio No., 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.
f. In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of Shares held, Distinctive Nos., Folio No., No of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. 14th January, 2003. The equity shareholders of JFIL, who wish to avail of and accept the Offer can deliver the Form of Acceptance cum Acknowledgement with all the relevant documents to the Registrar to the Offer at the collection centres in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.
g. The Registrars 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 JFIL who have accepted the Offer, till the cheques/ drafts for the consideration and/or the unaccepted shares/ share certificates are dispatched/returned.
h. 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.
i. In terms of Regulation 22 (5A), shareholders shall have the option to withdraw acceptance tendered upto three working days prior to the date of closure of the offer by submitting the documents as specified below, so as to reach Registrars to the offer. The withdrawal can be exercised by submitting Form of withdrawal enclosed with Letter of Offer. In case of non receipt of form of withdrawal, the withdrawal can be exercised by making plain paper application alongwith the details of Name, Address, Distinctive nos., folio No., No. of equity shares tendered.
j. A schedule of some of the major activities in respect of the Offer is given below:
|
Activity |
Date and Day | |
|
Specified Date (for the purpose of determining the names of Shareholders to whom the Letter of Offer would be sent) |
|
31stOctober, 2002 (Thursday) |
|
Date by which Letter of Offer to be posted to shareholders |
|
5th December,2002 (Thursday) |
|
Date of Opening of the Offer |
|
16th December, 2002 (Monday) |
|
Date of Closure of the Offer |
|
14th January, 2003 (Tuesday) |
|
Last date for a competitive bid |
|
14th November, 2002 (Thursday) |
|
Last date for revising the Offer price. |
|
2nd January, 2003 (Thursday) |
|
Last Date by which acceptance / rejection under the offer would be intimated and the corresponding payment for the acquired shares and/or the unaccepted shares/ share certificate will be despatched. |
|
13th February, 2003 (Thursday) |
9. General
a. 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. 9th January, 2003 (Thursday).
b. The Acquirer can revise the price upwards upto 7 working days prior to closure of the offer and revision, if any, in the offer price would appear in the same newspapers where the original Public Announcement had appeared and such revised offer price would be paid to all shareholders who tender their shares anytime during the offer and have been accepted under the offer.
c. Shareholders may note that if there is competitive bid,
• the public offers under all the subsisting bids shall close on the same date.
• As the offer price cannot be revised during 7 working days prior to the closing date of the offers/bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.
d. Based on the information available from the Acquirer and the target company neither the Acquirer nor the Target company has been prohibited by SEBI from dealing in securities, in terms of direction issued U/s 11B of SEBI Act.
e. Pursuant to Regulation 13 of SEBI (SAST) Regulations, The Acquirer has appointed UTI Bank Limited, as Manager to the Offer and Intime Spectrum Registry Limited as Registrar to the offer.
f. This public announcement will also become available on SEBI's website at http://www.sebi.gov.in/. Eligible persons to the Offer may also download a copy of the Letter of Offer, Form of Acceptance cum Acknowledgement and Form of Withdrawal which will be available on SEBI's website at http://www.sebi.gov.in/ from the offer opening date i.e.16th December, 2002 and apply in the same.
g. Shri R.B. Barwale (“Acquirer”), residing at 72-B, Urvashi, Petit Hall, Nepean Sea Road, Mumbai 400 006 accepts full responsibility for the information contained in this Public Announcement and also for the obligations of the Acquirer as laid down in the SEBI (SAST) Regulations, 1997 and subsequent amendments thereof.
For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement to follow.
| Issued by: MANAGER TO THE OFFER: | REGISTRAR TO THE OFFER: |
 UTI BANK LTD. 111,MakerTowers`F', Cuffe Parade, Colaba, Mumbai 400 005 Tel.:(022)2160722 Fax:(022)2162467 e-mail: nagesh.patil@utibank.co.in Contact person: Mr. Nagesh Patil |
 Intime Spectrum Registry Limited 260, Shanti Industrial Estate, Sarojini Naidu Road, Mulund (West), Mumbai 400 080 Tel.: 022-592 3837 Fax: 022-5672693 e-mail: nikunj@intimespectrum.com Contact person: Mr. Nikunj Daftary |
On behalf of Shri. R. B. Barwale.
Place: Mumbai
Date: 24/10/2002