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2
SCHEDULE OF THE MAJOR
ACTIVITIES OF THE OFFER
RISK FACTORS i.
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 JRC, whose shares have
been accepted in the Offer as well as the return of shares not accepted by the
Acquirer, may be delayed. ii.
The Shares
tendered in the Offer will be held in trust by the Registrar, till the
completion of the Offer formalities. The Acquirer make no assurance with
respect to the market price of the Shares both during the Offer period and upon
the completion of the Offer, and disclaim any responsibility with respect to
any decision by the shareholders on whether or not to participate in the Offer. iii.
The Acquirer does
not warrant any assurance with respect to the future financial performance of
the Company. iv.
In the event of
over-subscription to the Offer, the acceptance will be on a proportionate
basis. ����������� TABLE
OF CONTENTS
1.�������� DEFINITIONS
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 JRC
INDUSTRIES 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 OR CONTROL IS
PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD
THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND
DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT
BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY
DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE MERCHANT BANKER, PUNEET ADVISORY SERVICES PRIVATE LIMITED HAS
SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 3.�������� DETAILS
OF THE OFFER 3.1������ Background
of the Offer 3.1.1 The Offer is being made pursuant to the Regulation 10 and 12 and other provisions of Chapter III of and in Compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and pursuant amendments thereof for substantial acquisition of shares or voting rights accompanied with complete change in control and management of "JRC Industries Limited". 3.1.2 The Acquirer entered into an SPA dated 27th November 2006 to acquire 19,99,038 (Nineteen Lacs Ninety Nine Thousand Thirty Eight) fully paid up equity shares of Rs.10/- each representing 39.93% of the total paid up equity share capital of "JRC Industries Limited" from the promoters of JRC and Persons Acting in Concert with them namely,
at a price of Rs. 1.75/- each (Rupees One and paise Seventy Five Only) per fully paid up equity share payable in cash (Negotiated Price). The total consideration for the shares acquired under the SPA is Rs. 34,98,317/- (Rupees Thirty Four Lacs Ninety Eight Thousand Three Hundred and Seventeen Only) to be discharged to the sellers by the Acquirer as per the terms agreed upon and contained in the SPA. The Sellers are Promoter and Persons acting in Concert with the Promoter. 3.1.3
The important
features of the SPA are laid down as under: a.
The Agreement was
entered into between the Acquirer and the Seller Mr. Gautam Shah residing at
Flat no 1, Goola Mansion, 603, Jame Jamshed Road, Matunga 400 019 Phone no:
022-24146440 acting on behalf of himself and other shareholders through Power
of Attorney, on 27th November 2006 for sell of 1999038 Fully paid up
Equity Shares of Rs. 10/- at Cash Price of Rs. 1.75/- (Negotiated Price) each
representing 39.93% of the issued, subscribed and paid up Capital of JRC. b.
On completion, by the Acquirer, of the
obligations relating to the Public Offer under the Takeover Code, the Acquirer will take over the management and
control of JRC. c. In consideration of the purchase of the shares, the Acquirer shall pay total cash consideration of Rs. 34,98,317/- (Rupees Thirty Four Lacs Ninety Eight Thousand Three Hundred and Seventeen Only). d. 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. e. 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 sellers agree to provide the Acquirer with all necessary support, for complying with the provisions of the Takeover Code relating to Public Offer as are applicable to the transaction envisaged herein. f. On completion, by the Acquirer, of the obligations relating to the Public Offer under the Takeover Code, as certified by Puneet Advisory Services Private Limited, the Manager to the Offer appointed for such Public Offer in accordance with the Takeover Code, the parties shall ensure that the Board of Directors of the Target Company shall pass effective resolutions 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. g. In the event the Acquirer fail to comply with the applicable provisions of the Takeover Code relating to the Public Offer, the SPA shall stand terminated and shall be null and void. 3.1.4��� The proposed change in control is not through any arrangement. 3.1.5��� 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. 3.1.6��� The Composition of Board of Directors in JRC post acquisition and offer shall be determine on completion of all formalities relating to the offer. 3.2 ����� Details of the Proposed Offer 3.2.1��� The Acquirer has made a Public Announcement,
which was published on ����������� Publication ������������������������������ Editions ����������� Indian Express (English)����������� In the State of ����������� Rajasthan Patrika (Hindi)��������� In the State of ����������� Aaj Kaal��������� (Gujarati)�������� In
the State of ����������� Free Press Journal (English) ���� In the State of ����������� Navbharat Times (Hindi) ��������� In the State of ����������� Mumbai Navshakti (Marathi)��� In the State of 3.2.2.�� The Acquirer is making an Offer under the SEBI (SAST) Regulations, 1997 to acquire 15,01,980 equity shares of Rs. 10/- each fully paid up representing 30% of the voting capital of "JRC" at a price of Rs.4.25/- (Rupees Four and Paise Twenty Five Only) per fully paid up equity share ("Offer Price") payable in cash and will be paid by cheque or demand draft subject to the terms and conditions mentioned hereinafter. 3.2.3. � All Shares of the "JRC Industries Limited" is fully paid up. 3.2.4.�� The Offer is not subject to any minimum level of acceptances from the shareholders. ���� 3.2.5.�� Acquirer has not acquired any shares of the Target Company after the date of Public Announcement till the date of Letter of Offer. 3.2.6��� It is not a competitive bid. 3.3 ����� Object of the Acquisition / Offer 3.3.1��� The Acquirer is interested in taking over the management and control of JRC. 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 shareholders of JRC is for the purpose of acquiring 30% of the total voting capital / rights of JRC. After the proposed Offer, the Acquirer will achieve substantial acquisition of shares and voting rights, accompanied with effective management control over the Target Company. 3.3.3 �� The object of the takeover is to carrying the existing business of the Target Company and wish to amend the Object clause of the Company to enable them to carry on the business of manufacturing of Pet Bottles, Plastic Bags and other allied products. The Acquirer is in the field of trading and indenting of plastics granules for more than 9 Years and proposes to utilize their experience to ensure sustained growth and improve the performance of the Target Company and take advantage of listing status of the Target Company. The Acquirer is yet to finalize on how he would implement the future plans. 4.�������� BACKGROUND OF THE ACQUIRER 4.1 The Acquirer is not a company. 4.2
INFORMATION OF ACQUIRER 4.2.1 Mr. Rushabh Shah, son of Mr. Jitendra Shah, aged 28 years, an Indian national residing at, 7/8, Lalkripa, 251, Hingwala Lane, Ghatkopar (East) Mumbai - 400 077 Phone no. 02225119768 Fax Nos. 02225119706 4.2.2 There is no person acting in concert with the Acquirer. 4.2.3
Mr. Rushabh Shah is Commerce Graduate from 4.2.4 Mr. Rushabh Shah has sufficient means to fulfill the obligations under this Offer. Mr. Chandresh Gandhi Proprietor of M/s. C. T. Gandhi & Co., Chartered Accountants, having Office at 318/2, Siddhivinayak CHS Ltd., Ghatkopar (East) Mumbai 400 077 Tele Fax No. 25094029 (Membership No. 38185) has certified vide his certificate dated 10th November 2006 that the Net Worth of Mr. Rushabh Shah as on 31st October 2006 is Rs. 57,94,986/- (Rupees Fifty Seven Lacs Ninety Four Thousand Nine Hundred Eighty Six only) and that he has sufficient means to fulfill the obligations under this Offer. 4.2.5 There were considerable delays of times in compliance of provisions of Chapter II of the regulations and of the requirements of listing agreement by the target company, sellers, promoters and other major shareholders of JRC. Also, the company did not avail the SEBI (Regularization) Scheme, 2002 and appropriate action may be taken by SEBI for the non compliances. 4.2.6 Mr. Rushabh Shah do not hold directorship any public limited company. However he is director of following companies.
4.2.7 The Acquirer is Whole time Director of following companies:
4.2.8 The Acquirer has not acquired any shares in the target company or any other listed company till date, the Compliance with the required provisions of Chapter II of SEBI (Substantial Acquisition and Takeovers) Regulations 1997 is not applicable. 4.2.9 The Acquirer has not been prohibited by SEBI from dealing in securities in terms of direction issued u/s 11(B) of SEBI Act or under any of the Regulation made under the SEBI Act. 4.3������ The object of the takeover is to carrying the existing business of the Target Company and wish to amend the Object clause of the Company to enable them to carry on the business of manufacturing of Pet Bottles and Plastic Bags and other allied products and to ensure sustained growth, to improve the performance and take advantage of listing status of the Target Company. The Acquirer at present has no intention to sell, dispose of or otherwise encumber any significant assets of JRC in the succeeding two years, except in the ordinary course of business of JRC`s future policy for disposal of its assets, if any, will be decided by its Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders at a General Body Meeting of JRC. 4.4 The Acquirer is yet to finalize on how he would implement the future plans. 5
DISCLOSURE IN TERMS OF REGULATION 21(2) Assuming full
acceptance of Offer, the post Offer voting capital with the public in Target Company would not be less than 10% of the
voting capital of the Company. The future plans and strategies of the Acquirer is to carry on the existing business of the Target Company and to venture into the business of manufacturing of Pet Bottles and Plastic Bags and other allied products and to ensure sustained growth, to improve the performance and take advantage of listing status of the Target Company. 6 BACKGROUND OF THE TARGET COMPANY � JRC INDUSTRIES LIMITED 6.1 JRC Industries Limited is having its Registered Office at F/21, Vikram Chambers Near Sales India, Ashram Road, Ahmedabad 380 009. Phone no : 079-27545995, Fax No. 022-23462448 6.2
The Target Company was
incorporated with the name JRC Finvest Limited vide Registration No. 21862 as a
Public Company under the Companies Act 1956 and the Certificate of Commencement
of Business was issued by the Registrar of Companies, Gujarat on 3rd
May 1994. Subsequently, the name of the Company was changed from JRC Finvest
Limited to JRC Industries Limited consequent to change of the activities of the
Company. The Main Promoters of the Company were Mr. Gautam R. Shah and Mr.
Hiren R. Shah. The Company commenced its commercial operations in the year 1994
in the field of leasing hire purchasing, bills discounting, short term lending
and also to act as an investment Banking and advisory and consultancy services.
The members of the Company had approved the adoption of activities related to
Manufacturing and Marketing of Various kinds of Electric instruments,
Components, ferrite rods, hard and soft ferrites capacitors, rectifiers,
integrated circuits, printed circuit boards and Computer, Mini computers and
compounds vide special resolution passed on 6.3 The Target Company operates from its Registered Office at F/21, Vikram Chambers, Near Sales India, Ashram Road, Ahmedabad 380 009. The Target Company does not have any manufacturing facilities. 6.4 The authorised share capital of JRC as on the date of Public Announcement is Rs. 5.50 Crores, comprising of 55,00,000 equity shares of Rs 10/- (Rupees Ten Only) each. The issued, subscribed and paid-up equity share capital as on date of Public Announcement stood at Rs. 5,00,66,000/- comprising of 50,06,600 equity shares of Rs 10/- (Rupees ten each).
6.5 The current capital structure of the company has been build up since inception as under:
6.6 The shares of "JRC" are listed on The Vadodara Stock Exchange and The Bombay Stock Exchange Limited. At present the shares of the Company are not suspended by any on the stock exchanges in which the shares are listed. 6.7 The shares of "JRC" are not de-listed in any of the stock exchanges in which the shares are listed. At the request of The Ahmedabad Stock Exchange the listing of shares were transferred from the Ahmedabad Stock Exchange to The Vadodara Stock Exchange since the Registered Office of the Company was situated in Vadodara. 6.8 There are no outstanding convertible instruments / warrants. 6.9
There were considerable delays at times in
compliance of provisions of Chapter II of the regulations and of the
requirements of listing agreement by the target company, sellers, promoters and
other major shareholders of JRC. Also, the company did not avail the SEBI
(Regularization) Scheme, 2002 and action may be taken by SEBI for non
compliances. 6.10
SEBI may initiate
action against the promoters and the Target Company for any non compliance with
the provisions of Chapter II of the SEBI (SAST) Regulations, 1997 during the
period 1997-2003. JRC has not fully complied with requirements of the Listing
Agreement entered with The Vadodara Stock Exchange Limited, where its equity shares
are listed. Further, no punitive action has been taken by the Stock Exchange
against the target company. 6.11
The composition
of the Board of Directors of JRC as on the date of Public Announcement are as
follows:
6.12
The Directors of
the Target Company do not represent the Acquirer. 6.13
There has been no
merger / de-merger, spin-off during the past three years in JRC. 6.14
Audited financial
information of JRC for the financial year ended on (Rs. In Lacs)
������������������������������������������������������������������ (Rs. Lacs)
*��������� As certified by Statutory Auditors,
Mr. Alpesh Savla (Membership No. - 14907), Partner of M/s. Sunderji Gosar &
Co., Chartered Accountants, 301, Hind Rajasthan Building, 95, Dadasaheb Phalke
Road, Dadar (C. R.) Ph: 022-24113441, 24150146, Fax No. 022-24168974 The Company could not
carry out its activities due to tough market conditions and hence there were no
operations in the year 2005, 2006 and 2007. 6.15
Pre and
Post-Offer shareholding pattern of the Target Company is as per the following
table: As on the date of letter of offer
There are 1441 total
shareholders as on Note : The data within
bracket indicate sale of equity shares. The Promoter of the Target
Company has confirmed that he has not made any transaction in the securities of
the Target Company except those mentioned in Para 6.16 6.16
The changes in
the shareholding of the promoters of the company are as per the details
mentioned below:
As informed by Target Company as regards the status
of compliance with the listing requirement, the Target Company, and its
Promoters have presently complied with all the requirements to the extent applicable
with Stock Exchange, Vadodara and Mumbai. There are no litigations pending
against the Company. ����������������������� 6.17
The Target
Company has complied with provisions of the Corporate Governance as per clause
49 of the Listing agreement. 6.18
The name and
contact details of the compliance officer are as under:- Name of the Compliance
Officer ���������� : Mr. Ramakant Tawde Contact Address ��������������������������������� : F/21,
Vikram Chambers Near Sales Ahmedabad 380 009. Contact Number ���������������������������������� : 079-27545995 Fax No. ���������������������������������������������� : 022-23462448 7.�������� OFFER
PRICE AND FINANCIAL ARRANGEMENTS 7.1 ������ Justification of Offer Price 7.1.1���� The equity shares of JRC are listed on The
Vadodara Stock Exchange and The Bombay Stock Exchange Limited. 7.1.2���� The
shares of JRC Industries Limited are not frequently traded since the annualized
trading turnover of during the preceding six calendar months i.e. April 2006 to
September 2006 prior to the month in which public announcement i.e. October
2006 is made is 3.37% on annualized basis. (based on the data available from the
official site of the Stock Exchange, Mumbai)
Hence the shares
are not frequently traded as per the data available with BSE within meaning of
explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997. The shares were last traded on Stock Exchange at
Mumbai on ������ 7.1.3.
As the shares of
"JRC" have been traded infrequently at the Stock Exchanges where they
are listed during the preceding six calendar months prior to the month of this
Public Announcement, the Offer Price in terms of Regulation 20(5) of the SEBI
(SAST) Regulations, 1997 has been determined taking into account the following
parameters:
The fair value of the Equity Shares of JRC has been
arrived by C. T. Gandhi & Co., Chartered Accountants situated at 318/2,
Siddhivinayak Society, New Mhada Colony, Hingwala Lane Ext., Ghatkopar (East)
Mumbai 400 077 (Membership no. 38185) vide their valuation certificate dated 7th
May 2007, considering the financial parameters of JRC with reference date to
the respective trigger dates mentioned in table under para 7.1.3. above and by
placing� reliance on Supreme Court
Judgment in the case of Hindustan Lever Limited and others (1995) 83 Com case 30.
Considering the judgment, weighted average has been taken by applying higher
weight of 2 to the value per equity share under earnings capitalization method
and market value method (using market price of the shares quoted on the stock
exchanges) and lower weight of 1 to the value per equity share under net assets
method to arrive at Fair value per equity share of JRC.��
In view of the
information above, in terms of Regulation 20(5) (as applicable on the trigger
dates) the offer price was worked out at
Rs. 2.25 per equity share. The Acquirer of
the proposed Open Offer of JRC Industries Limited then revised offer price to
Rs. 4.25 per share. The Offer Price is based on provisions of regulation 20 (4)
(c) considering that the take over code could have been triggered off on the
date when the inter-se transaction was made between the Promoters which was
made on 21st February 2006 along with Interest @ 10% p.a. till 21st
December 2007 (probable date of completion of offer) The calculation
of offer price is based on the Rule 20 (5) since the shares were frequently
traded preceding 26 weeks commencing from prior to the month in which the inter
se transfer of shares took place which could have triggered off the Take over
code. The detailed information about the volume of shares being traded on the
Bombay Stock Exchange is as under:
Considering the
frequency of shares traded as per the Regulations, Weekly high and low of the
closing prices of JRC during 26 weeks period ending
The Daily high and low of the
closing prices of JRC during last 2 weeks period ending
* No trading of shares was
recorded at BSE.
The shares of the Target Company
in infrequently traded on the Baroda Stock Exchange and hence based on the
Audited Accounts as at
The fair value of
the Equity Shares of JRC considering the financial parameters of JRC with
reference date to the respective trigger dates mentioned as mentioned above and
by placing� reliance on Supreme Court
Judgment in the case of Hindustan Lever Limited and others (1995) 83 Com case
30. Considering the judgment, weighted average has been taken by applying
higher weight of 2 to the value per equity share under earnings capitalization
method and market value method (using market price of the shares quoted on the
stock exchanges) and lower weight of 1 to the value per equity share under net assets
method to arrive at Fair value per equity share of JRC.��
In view of the information above, in terms of
Regulation 20(5) (as applicable on the trigger dates) the offer price of
Rs.4.25 per equity share is the highest amongst considering all the parameters. Hence the Acquirer has offered Revised Price at Rs.
4.25 per share for the proposed Open Offer. 7.1.4
There is no
non-compete agreement. � 7.2
������ FINANCIAL ARRANGEMENTS 7.2.1��� Assuming full acceptance,
the total requirement of funds for the Offer would be Rs. 6383415/- (Rupees Sixty
three lacs Eighty Three Thousand Four Hundred Fifteen Only). 7.2.2
The
Acquirer has adequate resources to meet the financial requirements of the Offer
as per certificate dated 10th November 2006 of Net Worth of
Mr. Rushabh Shah issued by Mr. Chandresh Gandhi Proprietor of M/s. C. T. Gandhi
& Co., Chartered Accountants, having Office at 318/2, Siddhivinayak CHS
Ltd., Ghatkopar (East) Mumbai 400 077 Telfax No. 25094029 (Membership No. 38185). 7.2.3.
An Escrow Account in the name of �Puneet
Advisory Services P. Ltd Escrow A/c JRC Industries Ltd. Open Offer� with Indusind
Bank Ltd., Fort Branch is opened and the Acquirer has deposited Rs. 16,00,000/-
(Rupees Sixteen lacs only) being more than 25% of the amount required for the
offer. 7.2.4.
The
Acquirer has adequate resources to meet the financial requirements of the
Offer. The Acquirer has made firm arrangement for the financial resources
required to complete the obligation in terms of Regulation 16(xiv) of SEBI
(SAST) Regulations, 1997. The Acquirer has received the confirmation from a
family member to give loan to meet with the financial requirements of the
Offer. The acquisition will be financed through internal / personal resources
and no borrowings from banks / FIs etc., is being made. 7.2.5.
Mr. Chandresh Gandhi Proprietor of M/s. C. T.
Gandhi & Co., Chartered Accountants, having Office at 318/2, Siddhivinayak
CHS Ltd., Ghatkopar (East) Mumbai 400 077 Telfax No. 25094029 (Membership No.
38185) has certified vide his certificate dated 10th November 2006
that the Net Worth of Mr. Rushabh Shah as on 31st October 2006 is Rs. 57,94,986/- (Rupees Fifty Seven Lacs Ninety Four
Thousand Nine Hundred Eighty Six only) and that he has sufficient means
to fulfill the obligations under this Offer. 7.2.6.
The
Manager to the Offer, M/s. Puneet Advisory Services Private Limited, hereby
confirm 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. 7.2.7.
The
Acquirer is not a foreign body. 8. ������� TERMS AND CONDITIONS OF THE OFFER 8.1 ����� This offer is made to all the Equity Shareholders [except Acquirer (including PACs) and the Parties to the Agreement] whose names appear in the Register of Shareholders as on 29th December 2006 (Specified Date) and also to those persons who own the equity shares of JRC any time prior to the date of Closure of the Offer but are not the Register Shareholder(s) and to the beneficial owners of the shares, whose names appear on the beneficial records of the respective depositories at the close of the business on 29th December 2006 (Specified Date). 8.2������ None of the shares of JRC is under lock in period. 8.3������ STATUTORY APPROVALS 8.3.1��� The Offer is subject to the Acquirer obtaining the approval (s) from the Reserve Bank of India (RBI), if any, under the Foreign Exchange Management Act, 1999. 8.3.2 As on the date of Public Announcement, to the best of the Acquirer knowledge, no other statutory approvals are required to be obtained for the purpose of this Offer. 8.3.3 The Offer would be subject to all other statutory approvals that may become applicable at a later date before the completion of Offer. 8.3.4. 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 the Acquirer for payment of consideration to the 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.�������� PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 1) The
Registrar to the Offer, M/s, Sarex Dynamic ( For NSDL DP Name ������������������������������ UTI Bank Limited Special DP Account ������������� �SHAREX DYNAMIC ( DP ID ����������������������������������������������� IN300484 Client ID ������������������������������� 12696976 For CDSL DP Name ������������������������������ UTI Bank Limited Special DP Account ������������� �SHAREX DYNAMIC ( DP ID������������������������������������ 13027500 Client ID ������������������������������� 00008994 ������������������������������ 2) Shareholders
of JRC, who wish to avail of this Offer are free to offer their shareholding in
whole or in part and should forward the under mentioned documents to
on or before the date of Closure of the Offer, i.e. 5th
November 2007., in accordance with the instructions specified in this Letter of
Offer and in the Form of Acceptance cum Acknowledgement. Shareholders are
advised to ensure that the Form of Acceptance cum Acknowledgement and other
documents are complete in all respects, otherwise the same is liable to be
rejected. In the case of demat shares, the shareholders are advised to ensure
that their shares are credited in favour of the special depository account
before the closure of the Offer. The Form of Acceptance cum Acknowledgement of
such demat shares, not credited in favour of the special depository account
before the closure of the Offer, will be rejected. i.��� For Equity shares held in physical form
Registered Shareholders should enclose: � Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates. � Original Share Certificate(s). � Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with �JRC� and duly witnessed at the appropriate place. A blank Share Transfer form is enclosed along with this Letter of Offer. ���� ������ Unregistered
owners should enclose: � Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein. � Original Share Certificate(s). � Original broker contract note. � Valid Share Transfer form(s) as received from the market. The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of buyer will be filled upon verification of the Form of Acceptance and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance. � 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 acceptance of the Offer with Name; Address; Number of Shares held; Distinctive Number; Folio Number, Number 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., no later than 5th November, 2007 or in case of beneficial owners they may send their application in writing to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with Name; Address; Number of Shares held; Number of shares offered or the eligible persons can write to the Registrar to the Offer requesting for the Letter of Offer and Form of Acceptance cum Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e., no later than 5th November, 2007. Unregistered owners should not sign the transfer deed and the transfer deed should be valid for transfer. Alternatively, the Letter of Offer and Form of Acceptance cum Acknowledgement will be available on SEBI�s website (www.sebi.gov.in), from the date of Opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement from the SEBI�s website and apply using the same. ii��� For
Equity shares held in demat form: ����������� ����� Beneficial owners should enclose: � Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository Participant (DP). �
Photocopy of the delivery instruction in
�Off-market� mode or counterfoil of the delivery instruction in �Off-market�
mode, duly acknowledged by the DP in favour of Depository Escrow Account. For
each Delivery Instruction, the beneficial owner should submit separate Form of
Acceptance in favour Depository Escrow Account. � 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 acceptance of the Offer with Name; Address; Number of Shares held; Number 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., no later than 5th November, 2007 or in case of beneficial owners they may send their application in writing to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with Name; Address; Number of Shares held; Number of shares offered; DP name; DP ID; Beneficiary Account Number and a photocopy of the delivery instruction in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the DP, in favour of the Special Depository Escrow Account, or the eligible persons can write to the Registrar to the Offer requesting for the Letter of Offer and Form of Acceptance cum Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e., no later than 5th November, 2007. Alternatively, the Letter of Offer and Form of Acceptance cum Acknowledgement will be available on SEBI�s website (www.sebi.gov.in), from the date of Opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement from the SEBI�s website and apply using the same. 3) In
terms of Regulation 22 (5A) of the SEBI (SAST) Regulations, shareholders
desirous of withdrawing their acceptance tendered by them in the Offer, may do
so up to three working days prior to the date of closure of the Offer. The
withdrawal option can be exercised by submitting the documents only to the
Registrar to the Offer as per the instructions below, so as to reach the
Registrar to the Offer at any of the collection centers mentioned above as per
the mode of delivery indicated therein on or before ����������� i.��� For Equity Shares held in demat form: ����������� ����� Beneficial owners should enclose � Duly signed and completed Form of Withdrawal (enclosed with the Letter of Offer). � Acknowledgement slip in original / Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D. � Photocopy of the delivery instruction in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the DP. ����������� ii.�� For Equity Shares held in physical form: ����������� ���� Registered Shareholders should enclose: � Duly signed and completed Form of Withdrawal (enclosed with the Letter of Offer). � Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D. � In case of partial withdrawal, valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with JRC and duly witnessed at the appropriate place. ����������� Unregistered owners should enclose: � Duly signed and completed Form of Withdrawal (enclosed with the Letter of Offer). � Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D. � In case of non-receipt of Form of withdrawal, the withdrawal option can be exercised by making a plain paper application along with the following details � In case of physical shares: Name; Address; Distinctive Numbers; Folio Number and Number of Shares tendered. � In case of dematerialised shares: Name; Address; Number of Shares offered; DP name; DP ID; Beneficiary Account Number and a photocopy of the delivery instruction in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the DP, in favour of the special depository account. 1) The withdrawal of Shares will be available only for the Share certificates/ Shares that have been received by the Registrar to the Offer/ Special Depository Escrow Account. 2) The intimation of returned shares to the Shareholders will be at the address through Registered post as per the records of JRC/Depository as the case may be. In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required to be split, the same will be returned on receipt of share certificates from JRC. 3) Partial withdrawal of tendered shares can be done only by the Registered shareholders / Beneficial owners. In case of partial withdrawal, the earlier Form of Acceptance will stand revised to that effect. Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit in their DP account. 4) If the aggregate of the valid responses to the Offer exceeds the Offer size of 1501980 fully paid-up equity shares of JRC (representing 30% of the paid-up equity share capital of JRC), then the Acquirer shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations. The shares of JRC are compulsorily traded in dematerialised form hence minimum acceptance will be one share. 5) The share certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to the Registrar to the Offer and not to the Manager to the Offer, the Acquirer or JRC. 6) While tendering shares under the Offer, NRIs / OCBs / Foreign Shareholders will be required to submit the previous RBI Approvals (specific or general) that they may have obtained for acquiring shares of JRC. In case of previous RBI Approvals not being submitted, the Acquirers reserve the right to reject such shares tendered 7) While tendering shares under the Offer, NRI / OCBs / Foreign Shareholders will be required to submit a Tax Clearance Certificate from the Income Tax authorities, indicating the amount of tax to be deducted by the Acquirers under the Income Tax Act, 1961 before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not submitted, the Acquirers will arrange to deduct tax at the rate as may be applicable to the category of the shareholder under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder. 8) In addition to the above mentioned address, the equity shareholders of JRC, who wish to avail of and accept the Offer can also hand deliver the Acceptance Form along with all the relevant documents at any of the collection centre below. SHAREX DYNAMICS ( 17-B, MUMBAI 400 001 ����� (Monday to Friday: 9) Shareholders who cannot hand deliver their documents at the Collection Centers referred above, may send the same by Registered Post, at their own risk and cost, to the Registrar to the Offer at their address given below: Sharex Dynamics ( ����������� 17-B, ����������� Mumbai 400 001 10) In case of
delay in receipt of statutory approvals beyond 11) Payment of consideration will be made by crossed account payee cheque / demand draft and sent by registered post, to those shareholders/unregistered owners and at their own risk, whose shares/ share certificates and other documents are found in order and accepted by the Acquirers. In case of joint registered holders, cheques /demand drafts will be drawn in the name of the sole/first named holder/unregistered owner and will be sent to him. It is desirable that shareholders provide bank details in the Form of Acceptance cum Acknowledgment, so that same can be incorporated in the cheque / demand draft 12) Unaccepted or withdrawn Share Certificate(s), transfer form(s) and other documents, if any, will be returned by Registered Post at the shareholders�/unregistered owners� sole risk to the sole/first named shareholder/unregistered owner. Unaccepted or withdrawn shares held in demat form will be credited back to the beneficial owners� depositary account with the respective depositary participant as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement. 13) The Registrar to the Offer will hold in trust the Share(s)/Share certificate(s), 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/unregistered owner(s) of JRC, who have accepted the Offer, till the cheques / drafts for the consideration and/or the unaccepted shares/ share certificates are dispatched / returned. 11.������ Method of Settlement 11.1 The Form of Acceptance, relevant Original Share Certificate(s), valid Share Transfer Deed(s) and other documents or/ and shares lying in the special depository account, tendered by the shareholders of JRC 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. 11.2 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 JRC whose equity shares are accepted by the Acquirer at his address registered with JRC. It is desirable that shareholders 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. 11.3 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. 11.4
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. 11.5 In case of non-receipt of any of statutory approvals 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. 12.������ OTHERS 1) The Letter of Offer together with the Form of Acceptance cum Acknowledgement is being mailed to the shareholders of JRC (except the Acquirer and parties to the agreement), whose names appear on the Register of Members of JRC and to the beneficial owners of the shares of JRC, whose names appear as beneficiaries on the records of the respective Depositories, at the close of business on December 29, 2006 (�Specified Date�). 2) 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. 3) Shareholders having their beneficiary account in CDSL/NSDL have to use delivery instruction slip for the purpose of crediting their Shares in favour of the special depository account with NSDL/CDSL. 4) All owners (registered or unregistered) of Shares of JRC, (except the Acquirer, parties to the agreement referred in para 2.1 above and the PAC) anytime before the closure of the Offer 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 acceptance of the Offer with Name; Address; Number of shares held; Number of shares offered; Distinctive Numbers; Folio Number; together with the original Share Certificate(s); Valid Transfer Deed(s) and the Original Contract Note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners. 5) The acceptance of the Offer is entirely at the discretion of the shareholders of JRC. The Acquirer will not be responsible in any manner for any loss of equity share certificate(s) and offer acceptance documents during transit and the shareholders of JRC are advised to adequately safeguard their interest in this regard. 6) Shares that are subject to any charge, lien or encumbrance are liable to be rejected. 13.������ General 13.1 The Form of Acceptance and instructions contained therein are integral part of this Letter of Offer. 13.2 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 JRC. 13.3 The Offer Price is denominated and payable in Indian Rupees only. 13.4 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 lodgment of the Form of Acceptance and other relevant particulars. 13.5 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 Offer or withdrawal of the Offer i.e. Saturday, 27th October, 2007 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. 13.6 "If there is competitive bid: 13.6.1 The Public Offers under all the subsisting bids shall close on the same date. 13.6.2 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" 13.7 Acquirer does not hold any shares in the Target Company except 1999038 fully paid equity shares agreed to be acquired through SPA. 13.8 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. 5th November, 2007 be approved and the shares so offered would be accepted by the Acquirer 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. 14. ����� DOCUMENTS FOR INSPECTION ����������� The following documents are regarded as material documents and are available for inspection at the office of the Manager to the Offer at 1101, Dalamal Towers, Nariman Point, Mumbai 400 021 from 10.30 A.M. to 1.00 P.M. on any working day, except Saturdays, Sundays and Holidays until the closure of the Offer. 14.1 Net Worth certificates issued by Mr. Chandresh Gandhi, Proprietor of M/s. C. T. Gandhi & Co., Chartered Accountants, certifying the net worth of Mr. Rushabh Shah (acquirer) and adequacy of financial resources with the Acquirer to fulfill his part of open Offer obligations. 14.2
Audited Annual Reports of JRC for the years ended on 14.3
Published copy of the Public Announcement, which
appeared in the newspapers on 14.4
Copy of Share Purchase Agreement (SPA) dated 14.5 Copy of letter from SEBI in terms of proviso to Regulation 18(2) of the Regulations. 15. ����� DECLARATION BY THE
ACQUIRER The Acquirer Mr. Rushabh Shah, accept full responsibility for the information contained in this Letter of Offer (except for the information regarding the Target Company which has been compiled from the publicly available information) and for ensuring compliance with the Regulations. The Acquirer would be responsible for ensuring compliance with the Regulations All information contained in this document is as on the date of the Public Announcement, true unless stated otherwise. For and on behalf of the Acquirer (RUSHABH JITENDRA SHAH) Place: Mumbai Date: ENCLOSURES 1. Form of Acceptance cum Acknowledgement 2. Form of Withdrawal cum Acknowledgement 3. Blank Share Transfer Deed(s). ANNEXURE I STATUS OF COMPLIANCE WITH THE PROVISIONS OF CHAPTER II OF THE TAKEOVER REGULATIONS (as applicable) By the promoters/Sellers/major shareholders/Acquirers
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