PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE
EQUITY SHAREHOLDERS
OF
KAYCEE INDUSTRIES Limited
Registered Office:
32, Ramjibhai Kamani Marg, Ballard Estate, Mumbai
– 400001,
This Public Announcement has been issued by the
Manager to the Offer i.e. Doogar & Associates Limited, on behalf of (i) CMS
Traffic Systems Limited and (ii) Jess Prasad Engineering and Metallurgical
Services Pvt. Ltd., pursuant to Regulation 10 and Regulation 12 as required
under the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “SEBI
(SAST) Regulations, 1997”) and subsequent amendments thereto.
The Offer
1.
(i)CMS
Traffic Systems Limited and (ii)Jess Prasad Engineering and Metallurgical
Services Pvt. Ltd., (hereinafter referred
to as “the Acquirers”) has entered into an a share
purchase agreement (Acquisition Agreement) with Shekhar
Bajaj & Others (hereinafter referred to as “Vendors”) on Feburary,13 2002, Wednesday to acquire 8599 fully
paid-up equity shares of Kaycee Industries Limited (KIL), having its Registered
office at 32, Ramjibhai Kamani Marg, Ballard Estate, Mumbai – 400001,
Maharastra, (hereinafter referred to
as “Target Company”) representing
33.74% of the total issued, subscribed and paid-up equity and voting share
capital of KIL, at a price of Rs. 505/- (Rupees Five Hundred and Five Only) per
equity share (Negotiated Price)
payable in cash. The Vendors belong to the promoter group of the Target
Company.
Terms & Conditions
1.1 The Agreement shall take effect from the
Effective Date (the date Agreement is Signed by Parties) provided however that
sale and purchase of the shares shall be subject to and condition of
a.
Receipt of the final report of the Merchant
Banker under Regualation 24(7) of the takeover Code and
b.
No breach of representations and Warranties of
sellers and no material Adverse Effects having occurred as on closing date (the
day on which the closing of transaction envisaged)
2.
The Acquirers intend
to make an Open Offer in terms of the SEBI (SAST) Regulations, 1997 to the
shareholders of KIL (other than those mentioned in para 1 above) whose names
appear on the register of members as on Tuesday March 5, 2002 (Specified Date), to acquire from them
20% of the issued and paid up equity share and voting capital of the Target
Company , i.e. 5,097 equity shares at a price of Rs 505/- (Rs five hundred and
five only) per share (Offer price).
3.
Equity shares of KIL
are listed on the stock exchange of Mumbai. The shares are infrequently traded.
The last trade took place on
4.
As on the date of
Public Announcement, the Acquirers do not hold any shares of the Target
Company.
5.
(i)CMS Traffic Systems
Limited and (ii)Jess Prasad Engineering and Metallurgical Services Pvt. Ltd.
have agreed to purchase the shares in the proportion of 75:25 from the Vendors
vide there agreement dated 13th February 2002. Shares acquired under
the Open Offer would also be purchased by them in the same proportion, subject
to rounding off to the nearest integer.
6.
The Offer is not subject to any minimum level of acceptances from the shareholders i.e. it is not a conditional Offer.
Information about the Acquirers
1.
The Open Offer is
being made by M/s CMS Traffic Systems Ltd., (CMSTSL), having its Registered
Office at 201, Arcadia, Nariman Point, Mumbai – 400 021, and M/s Jess Prasad
Engineering and Metallurgical Services Pvt Ltd. (JPEMSPL), having its
Registered Office at 449, TTC Industrial Area,
Rabale, P O Ghansoli, Thane Belapur Road, Navi Mumbai – 400 701.
2.
CMSTSL was
incorporated as a limited company vide incorporation certificate dated 10th
November 1994 issued by Registrar of Companies Maharastra, Bombay and received
certificate of commencement of business on 28th December 1995. The
main object of the company is to carry on the business of manufacturing of
traffic control devices, lane-marking materials and all other materials and
activities connected with traffic engineering. CMSTSL provides integrated,
turnkey transport solutions and complete line of services in the field of
traffic control systems and allied products/ services.
3.
CMSTSL is promoted by
Mr. Ramesh Dutta Grover, Mr. Varun Prasad and Mr S Ramadurai,
4.
The total authorised
share capital of CMSTSL as on March 31, 2001 is Rs 100 lac, comprising of 9 lac
equity shares of Rs 10/- each and 1 lac 16%-preference shares of Rs 10/- each.
The issued, subscribed and paid up capital as on March 31, 2001 is Rs 99 lac,
comprising of 9 lac equity shares of Rs 10/- each and 90,000 16%-preference
shares of Rs 10/- each. Total sales for the year ended
5.
The shares of the
company are not listed on any stock exchange.
6.
JPEMSPL was
incorporated as a Private limited company vide certificate of incorporation
dated
7.
JPEMSPL is an
engineering company, having its own tool room in which it manufactures
components and parts for various machines, equipment and computers.
8.
JPEMSPL has been
promoted by Mr. Umesh Devdutta Grover
and Mrs. Nirmala Madhusudan Reddy.
9.
The total authorised,
issued, subscribed and paid up share capital of JPEMSPL as on March 31, 2001 is
Rs 10 lac, comprising of 1 lac equity shares of Rs 10/- each. Total sales for
the year ended
10.
There are no common
directors or cross holdings between CMSTSL and JPEMSPL. Two of the promoters of
these companies – Mr Ramesh Dutta Grover and Mr Umesh Devdutta Grover – are
related as uncle and nephew.
Information
about the Target Company
1.
KIL is a public
limited company, incorporated as a public limited company by the Registrar of
Joint Stock Companies of Punjab, Lahore (now in Pakistan), on December 15,
1942, under the Indian Companies Act, 1913. KIL, by special resolution, altered
the provisions of its Memorandum of Association with respect to transfer
of the registered office from the
province of East Punjab to the province of Bombay as confirmed by and order of
the High Court of Judicature for the province of East Punjab at Simla, bearing
date July 2, 1948. The company got a
fresh certificate of incorporation from Registrar of Companies, Mumbai, on
2.
The authorised share
capital of KIL as on
3.
KIL is in the business
of manufacturing and marketing of Rotary switches, Cam Switches, micro
switches, mechanical counters, water meters, road measurers etc. The company
has manufacturing facility at Bhandup (Mumbai). It has a press shop, a machine
shop and an assembly unit. The installed capacity of rotary switches is 6.5 lac
nos, micro switches is 10 lac nos, counters is 55,000 nos, water meters is 4000
nos and others is 1 lac nos.
4.
The equity shares of
KIL are presently listed on The Stock Exchange, Mumbai, and are in the Z group.
Based on the information available on BSE official website, the equity shares
of KIL are infrequently traded. The last traded price on The Stock Exchange,
Mumbai was Rs.160 on
5.
For the year ended
Reason for the Offer
1.
The Offer to the
Public shareholders of KIL is for the purpose of acquiring 20% the equity
shares. After the proposed acquisition of equity shares in KIL, the Acquirers
will be able to exercise an absolute and effective management and operational
control over KIL.
2.
The object and the
purpose of Acquirers is to strengthen the business operations of KIL. The
management of the Acquirers is experienced in the similar line of business,
hence after the acquisition, the Acquirers intend to improve the operational
performance of the company. This would
be done through procuring increased orders, expanding the product range and
raising the production level of KIL. However, depending on the requirements and
expediency of the business situation and subject to the provisions of the
Companies Act, 1956, Articles of Association of KIL and all applicable laws,
rules and regulations, the Board of Directors of KIL will take appropriate
decisions from time to time.
3.
The Acquirers at
present has no intention to dispose of or otherwise encumber any significant
assets of KIL in the succeeding two years, except in the ordinary course of
business of KIL. KIL’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 KIL.
Statutory Approvals/ other approvals required for the Offer
1.
Approval from RBI for
transfer of shares of a company registered in
2.
No approval from any
bank or financial institutions is required for the purpose of this Offer, to
the best of the knowledge of the Acquirers.
3.
As on the date of
Public Announcement, to the best of the Acquirers’ knowledge, no other statutory
approvals are required to be obtained for the purpose of this Offer.
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 extention
of time to Acquirers for payment of consideration to shareholders subject to
Acquirers agreeing to pay interest as directed by SEBI. Further in case the
delay occurs on account of wilful default by the Acquirers in obtaining the
approvals, Regulation 22(13) of SEBI (SAST) Regulations, 1997, will also become
applicable.
5.
If there is any upward
revision in the Offer Price (Regulation 26) by the Acquirers till the last day
of revision, viz., at any time upto seven working days prior to the date of
closure of the Open Offer, the same would be informed by way of Public
Announcement in the same newspapers where original Public Announcement had
appeared. Such revised Offer would be payable for all the shares tendered
anytime during the Offer.
Delisting Option
to the Acquirers
Pursuant to this Offer the public shareholding will not be reduced to
10% or less of the voting capital of KIL, and therefore the provisions of
Regulation 21(3) of the SEBI (SAST) Regulations do not apply.
Financial Arrangements
1.
The Acquirers have
adequate resources to meet the financial requirements of the Offer. The
Acquirers have made firm arrangement for the resources required to complete the
Offer in accordance with the SEBI (SAST) Regulations. CMSTSL and JPEMSPL (The
Acquirers) have adequate resources to meet the financial obligations under the
said Offer, Mr. B.K.Jain , (Membership No.43791),Chartered Accountants, on
behalf of M/s F.C.Jain & Associates, Chartered Accountants, have certified
vide their certificate dated 13/02/2002 seprately that CMSTSL
and JPEMSPL
(The Acquirers) have sufficient means to fulfill all their obligations under
the said Offer,The sources of such funds would be
through internal surplus resources and unsecured borrowings from promoters. No
borrowing from the Banker/ Financial institution is being made for the purpose.
All the funds will be domestic and no foreign funds will be utilised.
2.
Assuming full
acceptance, the total requirement of funds for the Offer would be Rs.
25,73,985/- (Rupees twenty five lac seventy three thousand nine hundred eighty
five only). The Acquirers have already made firm arrangements for the financial
resources required to implement the Offer in full. As per Regulation 28, CMSTSL
has opened an Escrow Account with Centurion Bank, Nariman Point Branch, Mumbai,
and has deposited Rs 30,000/-, being more than 1% of the amount required for
the Open Offer. CMSTSL has also given a bank guarantee in favour of the Merchant Banker, Doogar & Associates
Ltd, from Syndicate Bank, Nariman Point Branch, for an amount of Rs 7.00 lacs
which 27.20% of the total amount under Open Offer. The Bank Guarantee (No
80/02, dated
3.
The Acquirers have
empowered Doogar & Associates Limited, Manager to the Offer, to realise the
value of the Escrow Account in terms of the SEBI (SAST) Regulations, 1997.
4.
The Manager to the
Offer, Doogar & Associates Limited, hereby confirm that the firm
arrangements for funds and money for payment through verifiable means are in
place to fulfil the Offer obligation.
Other Terms of the Offer
1.
Letters of Offer will
be despatched to all the equity shareholders of KIL, whose names appear in its
Register of Members on
2.
Those equity
shareholders of KIL who wish to avail of and accept the Offer will be required
to send their share certificate and other documents as may be specified in the
Letter of Offer (LOO) either by hand delivery or by registered post or courier
to the Managers to the Offer .
3.
In case of a)
shareholders who have not received the LOO, b) unregistered shareholders and c)
owner of the shares who have sent the shares to the company for transfer, may
send their consent to Manager to the Offer on plain paper, stating the name,
addresses, number of shares held, distinctive numbers, folio numbers, number of
shares Offered along with the documents to prove their title to such shares such
as broker note, succession certificate,
original share certificate/ original letter of allotment, and valid share
transfer deeds (one per folio), duly signed by all the shareholders, in case of
joint holdings in the same order as per the specimen signatures lodged with KIL
and witnessed (if possible) by the Notary Public or a Bank Manager or the
Member of the stock exchange with membership number, as the case may be, so as
to reach the Manager to the Offer before the date of closure of the Offer. Such
shareholders can also obtain the LOO from the Manager to the Offer by giving an
application in writing or apply on the Form of Acceptance cum acknowledgement
downloaded from the website www.sebi.gov.in
4.
No indemnity is needed from such unregistered
shareholders.
5.
Where the number of shares offered for sale by
the shareholders are more than the shares agreed to be acquired by Acquirer,
Acquirer will accept the offers received from the share holders on a
proportionate basis, in consultation with the Manager to the Offer taking care
to ensure that the basis of acceptance is decided in a fair and equitable
manner and does not result in non-marketable lots, provided that acquisition of
shares from a shareholder shall not be less than the minimum marketable lot or
the entire holding if it is less than the marketable lot. The marketable lot of
KIL is 5 {Five}.
6.
Shareholders who have
offered their shares would be informed about acceptance or rejecting of the
Offer within 30 days from the date of closure of the Offer. The payment to the
shareholders whose shares have been accepted, and will be paid by cheque/
demand draft/payorder crossed ‘Account Payee’ only in favour of the first
holder of equity shares (and sent by registered post) within 30 days from the
date of closure of the Offer. In case of acceptance on a proportionate basis,
the unaccepted equity share certificates and other documents will be returned
by registered post at the shareholders’ sole risk.
7.
The Share certificates
and the share transfer deeds submitted by the shareholders of KIL in acceptance
of this Offer will be held in trust by the Manager to the Offer for such
shareholders till such time the Acquirers pays the Offer price.
8.
The equity shares of
the company are in physical form only and therefor no separate arrangement is
required to be made for acceptance of any demat shares.
Time Schedule of the Offer
|
Activity |
Date
and Day
|
|
Specified
Date |
|
|
Date
of dispatch of Letter of Offer to the Shareholders |
|
|
Date
of Opening the Offer |
|
|
Date
of Closing the Offer |
|
|
Last date for a
competitive bid |
|
|
Last date for revising
the offer price/ number of shares |
|
|
Date of Communicating
Rejections / Acceptance and Payment of Consideration for the applications
accepted. |
|
General Conditions
1.If
there is any upward revision in the Offer Price (Regulation 26) by the
Acquirers till the last day of revision, viz., at any time upto seven working
days prior to the date of closure of the Open Offer or withdrawal of the Offer,
the same would be informed by way of Public Announcement in the same newspapers
where original Public Announcement had appeared. Such revised Offer would be
payable for all the shares tendered anytime during the Offer.
2. “ If there is competitive bid :
- The public
offers under all the subsisting bids shall close on the same date.
-
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”
3.None
of the Acquirers or any directors thereof hold any shares of the Target Company as on the date of this
Announcement.
4.Pursuant
to the Regulation 13 of SEBI (SAST) Regulations, 1997, the Acquirers have
appointed Doogar & Associates Limited
as Manager to the Offer.
5.The Directors of (i) CMS Traffic Systems Limited
and (ii)Jess Prasad Engineering and Metallurgical Services Pvt. Ltd., accept
full responsibility for the information contained in this Public Announcement
except in case of Kaycee Industries Limited, which is compiled from the
publicly available information.
6.Shareholders who have accepted the Offer by
tendering the requisite documents, in terms of the Public Announcement/ Letter
of Offer, will not be permitted to withdraw the same.
Issued
by
MANAGER TO THE OFFER
Doogar & Associates
Limited
Contact Person: Mr. Balveer S. Choudhary
301,
Camy House,
Tel nos.: 022 200 4271/73; Fax no.: 022 200 4273; email: balveer@vsnl.net