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LETTER
OF OFFER THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of
Offer (LOO) is sent to you as equity shareholder(s) of Nu-Tech Corporate
Services Limited. If
you require any clarifications about the action to be taken, you may consult
your stockbroker or investment consultant or Indian Overseas Bank Merchant
Banking Division (Manager to the Offer) or MCS Limited (Registrar to the
Offer). In case you have recently sold your shares in Nu-Tech, please hand over
this LOO and the accompanying Form of Acceptance cum acknowledgment and
Transfer Deed to the Member of Stock Exchange through whom the said sale was
effected.��������� CASH
OFFER AT A PRICE OF RS. 4.34 (RUPEES FOUR AND THIRTY FOUR PAISA ONLY) PER
EQUITY SHARE [Pursuant to the
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and subsequent amendments thereto] TO
ACQUIRE
from
existing equity shareholders up to 24 00 001 equity shares of Rs. 10/- each
representing 20% of the voting share capital of NU-TECH
CORPORATE SERVICES LIMITED
Registered
office: No28, Bombay Samachar Marg, Mumbai-400 001. Tel No : (022)� 28202306�� Fax No: (022) 28202301 By M/S SUPERSTAR EXPORTS PRIVATE
LIMITED, having
its registered office at J.K.Somani Building, 2nd Floor, British Hotel lane
Fort, Mumbai-400 023 Tel: (022) 22675192 Fax: (022) 22675191 M/S RANEKA FINCOM PRIVATE LIMITED, having its registered
office at 316, Navneet plaza, 5/2 old Palasia, Tel: (0731) 2563986 Fax: (0731) 5070039 M/S PADMAVATIASHA PROPERTIES AND PROJECTS PRIVATE LIMITED, having
its registered office at 101, N.R.House old Tel: 079-27543930 Fax: 079-27540610 M/S PRANAM SECURITIES LIMITED,
having its registered office at 104, N.R.House, near popular house, Ashram Road
Ahmedabad-380 009. Tel: 079-27543930�
Fax:079-27540610 (HEREINAFTER
COLLECTIVELY REFERRED TO AS �ACQUIRERS�) 1. The Offer is
subject to approval, if any required from RBI for transfer of shares by the Non
Resident Shareholders. As on the date of this Letter of Offer, there are no
other approvals, statutory or otherwise, required under the Companies Act 1956,
Monopolies and Restrictive Trade Practice Act, 1969, the Foreign Exchange Management
Act, 1999 and / or any other applicable laws and from any bank and/or financial
institutions for the said acquisition. 2. The Shareholders
shall have the option to withdraw acceptance tendered by them up to three
working days prior to the date of closure of the offer i.e. on or before 3. In case of any
upward revision / withdrawal of the Offer, the Public Announcement for the same
would be made in the same newspapers where the original Public announcement has
appeared. The last date for such upward revision, if any, is 7 working days
prior to the date of closure i.e., 4. The Acquirers
will pay the same price for all the equity shares tendered in the Offer. 5. The Offer is not
subject to any minimum level of acceptance. 6. The Offer is not
a competitive bid. Equity shareholders may note that if there is a 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
the shareholders to wait till the commencement of that period to know the final
offer price of each bid and tender their acceptance accordingly. 7.No� Litigations are pending against the Acquirers i.e., M/s Super Star
Exports Private Limite,Raneka Fincom Private Limited,Padmavatiasha Properties
and Projects Private Limited and Pranam Securities Limited. 8. A copy of the
Public Announcement & Letter of Offer (including form of acceptance cum
acknowledgement and form of withdrawal) is also available at the website of
SEBI www.sebi.gov.in
����������� �����������
Activity
schedule
� INDEX
DEFINITIONS
����������������������� ����������������������������������������������������������� RISK FACTORS
A. Relating to the
Proposed Offer
The
Offer is subject to approval, if any required from RBI for transfer of shares
by the Non Resident Shareholders. If the aggregate of the valid responses to
the offer exceeds offer size, then the Acquirers shall accept the valid
applications received on a proportionate basis in accordance with Regulation 21
(6) of the Regulations. In such an event all the equity shares tendered by the
applicant may not be accepted.��� B.
In associating with the Acquirers: Post Open Offer, the Acquirers will have significant equity ownership
and control over the Target Company. The principal Business of target Company
is investing in shares and Securities. Some of the group Companies of the
acquirers are also in the same line of business and are members of NSE/BSE. Thus
the interest of the acquirers may conflict with those of the other shareholders. C. Relating to the Transaction In the event of Non compliance of any of the
Provisions of SEBI (SAST) Regulations, 1997, the Share Purchase agreement shall
not be acted upon by the Promoter or Seller or the Acquirer and the Manager to
the Offer shall act in accordance with SEBI (SAST) Regulations, 1997 and such
directions as may be issued by SEBI. 1. 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 EQUITY SHAREHOLDERS
OF NU-TECH CORPORATE SERVICES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD
TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL
SOUNDNESS OF THE ACQUIRERS OR THE COMPANY WHOSE SHARES/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 THE
ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE
OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE
THEIR RESPONSIBILITY ADEQUATELY.IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
MERCHANT BANKER, SYSTEMATIX CORPORATE SERVICES LIMITED HAS SUBMITTED A DUE
DILIGENCE CERTIFICATE DATED 27th APRIL , 2005 TO SEBI IN ACCORDANCE
WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS
1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER
DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE. 2.�������� DETAILS
OF THE OFFER 2.1 BACKGROUND 2.1.1
The offer is
being made in compliance with Regulations 10 & 12 of the Regulations for
Substantial Acquisition of shares of IIT and consequent change in control of
management of the Company. 2.1.2
On April 9th 2005,� the Acquirers entered in to two� Share
Purchase Agreements � SPA - one with Premodyan Private Limited & Stock Traders Private Limited; and another one with Stanrose Mafatlal Investments and Finance Limited, & Mr.Pradeep Rasesh Mafatlal, to acquire in the aggregate 43,61,597 �(Forty Three Lakhs Sixty one Thousand Five Hundred and Ninety Seven Only) fully paid up Equity
Shares of Rs 10/each at a
Price of Rs 40 Per share, representing 43.62 % of the total paid up equity share capital and
voting rights of,�IIT� .The said � IIT � holds 37,21,405 no of equity
shares Constituting� 31.01 % of equity
capital of �Nu-tech�.As the Acquisition of shares in� � IIT
� gives the acquires control of 15% or
more of NU-TECH the acquirers have
triggered obligation of making an open offer to the public share holders of NU-TECH pursuant to regulations 10
& 12 of SEBI (SAST) Regulations.� �� 2.1.3
As there is no agreement to acquire shares in the
Target Company and being consequential offer, disclosure of salient features of
SPA does not arise. 2.1.4.�� The Acquirers and �Nu-Tech� Corporate
Services Limited and the Promoters have not been prohibited by SEBI from
dealing in securities, in terms of directions issued under Section 11B of the
SEBI Act, 1992, as amended (the �SEBI Act�) or any other regulation made under
the SEBI Act 2.2������ The Offer 2.2.1 �� Pursuant to the aforesaid
Agreement, provisions of The Regulation 10 read with The Regulation 12 have
been attracted. The Acquirer announced an open offer under the Regulations, to
acquire by tender up to 24,00,001 fully paid-up equity shares of Rs.10/-each of
�Nu-Tech� representing 20% of its
paid up equity share capital from the shareholders of �Nu-Tech� (other than �Acquirer�) on the terms and
subject to the conditions set out below, at a price of Rs.4.34 (Rupees Four and
Thirty Four Paisa �only �per equity share payable in cash . This offer
is made for substantial acquisition of shares & change in control pursuant
to regulations 10 & 12. 2.2.2.�� The
offer is not subject to any minimum level of acceptance. 2.2.3��� The Offer is subject to the terms and
conditions set out herein. 2.3������ Details of the Proposed Offer 2.3.1
The Public Announcement dated
A copy of Public Announcement is also available at
SEBI�s website (www.sebi.gov.in) 2.3.2
The Acquirers have announced an open offer
under The Regulation 10 read with The Regulation 12, to the shareholders of �Nu-Tech� to acquire up to 24 00 001 fully paid up
equity shares of Rs.10/- each representing 20% of the paid-up capital of the
Target Company, at a price of Rs.4.34 /- per equity share (payable in cash) . 2.3.3
The Shares of the Target Company are listed on The
Stock ��������� Exchange,Mumbai and The Calcutta Stock exchange Limited. However,
the Company has opted for delisting in Calcutta Stock exchange, which is
pending approval by Calcutta Stock Exchange. Based on the information available, the Shares of the Target Company are
frequently traded on The Stock Exchange, Mumbai, but the shares are
infrequently traded on The Calcutta Stock exchange. As the shares of the Target
Company are infrequently ����������� traded
on Source: www.bse.india.com) within the meaning of
Explanation (1) to Regulation 20(5) of the SEBI (SAST) Regulations. 2.3.4��� The Shares to be
acquired under this Offer will be acquired free form all liens, charges and
encumbrances and together with all rights attached thereto, including rights to
all dividends to be declared after all the formalities relating to this Offer
are completed. 2.3.5��� The
Offer is not subject to any minimum level of acceptance and is not a
conditional Offer. 2.3.6��� The
Offer is not a competitive bid. 2.3.7��� The
Acquirers have not acquired or sold any equity shares of Nu-Tech Corporate
Services Limited since the date of the Public Announcement to the date of this
Letter of Offer. Any upward revision in the Offer with respect to the Offer
Price will be announced in the above-mentioned newspapers and same price would
be payable by the Acquirers for all the shares tendered anytime during the
Offer. 2.4 �OBJECT OF ACQUISITION 2.4.1��� On April 9th 2005,� the Acquirers entered in to two� Share
Purchase Agreements � SPA - one with Premodyan Private Limited & Stock Traders Private Limited; and another one with Stanrose Mafatlal Investments and Finance Limited, & Mr.Pradeep Rasesh Mafatlal to acquire in the aggregate 43,61,597 �(Forty Three Lakhs Sixty one Thousand Five Hundred and Ninety Seven Only) fully
paid up Equity Shares of Rs 10/each at a Price of Rs 40 Per share, representing 43.62 % of the total paid
up equity share capital and voting rights of �Industrial Investment Trust
Limited,�IIT� .The said � IIT �
holds�� 37,21,405� no of equity shares Constituting�� 31.01 % of equity capital of Nutech.As the
Acquisition of shares in� � IIT � gives
the acquires control of 15% or more of NU-TECH the acquirers have triggered
obligation of making an open offer to the public share holders of NU-TECH
pursuant to regulations 10 & 12 of SEBI (SAST) Regulations.� 2.5
PROMOTERS COMPLIANCE WITH THE APPLICABLE PROVISIONS OF CHAPTER II OF SEBI (SAST)
REGULATIONS,1997. The
Promoters have complied
with the applicable provisions of Chapter II of SEBI(SAST)Regulations,1997. By PROMOTERS
3
BACKGROUND OF THE ACQUIRERS
a.�������� M/S SUPERSTAR EXPORTS PRIVATE
LIMITED 1) SEPL is a Company incorporated on 2) The Present Directors
of SEPL are MR.C.P.Khandelwal Mrs.Anju Khandelwal and, Mr.Nikhil Khandelwal 3) The Acquirer company was promoted by
Mr. Vijay Dargar and Mr.Sanjay Gupta. The company was later acquired by
Mr.C.P.khandelwal who is presently in control of the Company. 4) The Acquirer Company
belongs to �Systematix group �. Comprising M/s Systematix Corporate services
Limited, M/s Systematix Capital services Limited, M/s Southern Shares and
Stocks Limited, M/s Southern Commodities Brokers� Private Limited and M/S Shiva Sakthi Real
Estate Private Limited 5) Audited financial information of Super Star
Exports Private Limited for the financial year ended Profit and Loss Statement���������������
����������������������������������������������������������������������� (Rs
in Lakhs)
����������������������������������������������� (Rs in Lakhs)
6) The Net worth of M/s SEPL as on 7) Details of Companies Promoted by Acquirers
in last 3 years: ��� During the last three years from the date
of PA,the acquirer promoted only one� ���
company: a) Systematix
Capital Services Private Limited ����� ����� Date of Incorporation:.6.6.2003 ����� ����� Nature of Business: The main object is to
carry on the business of merchant ������ banking,
assist capital formation,manage,advise,underwrite,sub-������� underwrite, �� provide
stand by assistance, subscribe to and invest in or arrange to ��� manage,advice,underwrite,sub-underwrite,provide
stand by assistance subscribe ����� to and
invest in any form of money raising effort offers or instrument or ����������� securities by way of
shares,stocks,debentures,debenture stocks,bonds,fixed ���������� deposit etc. ����� ����� The following table provides details with
regard to the above mentioned �� ����� company as on ����������������������������������������������������������������������������������� Rs�������������������������������������������������������
8) The Company was incorporated with a main
object of carrying on business of traders, distributors, importers; Exporters
Etc.The Company intends to pursue the same Line of activities in the financial
year 2005-06. 9) Details of Directors are as under:
10) None of the directors
of Super Star exports Private Limited has acquired any shares of �Nu-tech� during
the preceding 12 months. 11) None of the directors of Super Star
exports Private Limited is on Board of �Nu-Tech�. b.�������� M/S RANEKA FINCOM PRIVATE LIMITED 1)
RFPL (NBFC) is a Company incorporated on 2)
The Present Directors of REPL are MR. Sunil Jain and Mrs.Sangeetha Jain and
Mr.C.P.khandelwal. 3)
REPL is presently engaged in business of Finance, Investment, Hire purchase and
Leasing. 4)
The Acquirer Company belongs to �Systematix group �. 5) Audited financial information of Raneka Fincom
Private Limited for the financial year ended Profit and Loss Statement���������������
����������������������������������������������������������������������� (Rs
in Lakhs)
����������������������������������������������� (Rs
in Lakhs)
6) The net worth of M/s
RFPL� as on 31st March 2005 is
Rs 272.09 Lakhs as certified by M/s Munish & Co Chartered accountants
305,Navneet Plaza,5/2 Old Palasia Indore-452 018���������������� 7) Details of Directors are as under:
8) None of the directors of
Raneka Fincom Private Limited has acquired any shares of �Nu-Tech� during the
preceding 12 months. 9) None of the directors of
Raneka Fincom Private Limited is on Board of Nu-Tech. ������������������������ c)�������� M/S
PADMAVATIASHA PROPERTIES & PROJECTS PRIVATE ����� LIMITED 1)
PPPL is a Company incorporated on 2)
The Present Directors of PPPL are Mr.G C .Pipara, Mr.Sanjay Dangi and
Mrs.Alpana Dangi. 3)
PPPL is incorporated with the main object of carrying business of acquiring any
kinds of properties such as lands, buildings flats, dwelling houses, shops, offices, industrial estates etc. 4)
The Acquirer no 3 company
was promoted by G C Pipara and Prakash J shah and it is Presently Controlled by
Mr.Sanjay Dangi & Family. 5) Audited financial information of Padmavatiasha
Properties& Projects� Private Limited
for the financial year ended Profit and Loss Statement���������������
����������������������������������������������������������������������������������� (Rs
in Lakhs)
����������������������������������������������� (Rs
in Lakhs)
6) The net worth of M/s PPPL as on 7) Details of Directors are as under:
8) None of the directors of
Padmavatiasha Properties and Projects Private Limited has acquired any shares
of �Nu-tech� during the preceding 12 months. 9) None of the directors of
Super Star exports Private Limited is on Board of �Nu-Tech�. d.�������� M/S
PRANAM SECURITIES LIMITED 1)
PSL is a Company incorporated on 2)
The Present Directors of PSL are Mr.G C.Pipara, Mr.Sanjay Dangi and Mrs.Alpana
Dangi. 3)
PSL� is Presently engaged in business of
Trading/ Investment in Shares & Securities. 4)
The Acquirer company was promoted by G C Pipara and presently it is controlled
by Mr.Sanjay Dangi & family. 5) Audited financial information of Pranam
Securities� Limited for the financial
year ended Profit and Loss Statement���������������
����������������������������������������������������������������������������������� ����������������������������������������������������������������������� (Rs in Lakhs)
����������������������������������������������� ������� (Rs in Lakhs)
6) The net worth of M/s PSL as on 7) Details of Directors are as under:
� 8)
None of the directors of Pranam Securities Limited has acquired any shares of �Nu-Tech�
during the preceding 12 months. 9) None of the directors of
Pranam Securities Limited is on Board of �Nu-Tech�.���������������������������� 3.1������ The provisions of Chapter II of SEBI
(SAST) Regualtions, 1997 are not applicable to the acquirer as they have not
acquired any shares in the Target Company. 3.2������ Acquirer No 1, and Acquirer No 2 are
independent entities.However, they form part of Systematix Group Promoted by
Mr.C.P.Khandelwal who is a Common Director in both the Companies. ����������� Acquirer No 3 and Acquirer No 4 are companies forming
part of Sanjay Dangi group and both the companies have the same set of Directors. ����������� Systematix Group and Sanjay Dangi group are not related
to each other. 3.3������ The Acquirers have not entered into any
agreement amongst themselves for the purpose of this offer.In view of this,disclosure
of salient features does not arise. 3.4������ No Litigations are pending against the
acquirers i.e., Super Star Exports Private Limited, Raneka Fincom Private
Limited, Padmavatiasha Properties and Projects Private Limited, Pranam
Securities Limited. 4��������� BACKGROUND OF THE TARGET COMPANY- �NU-TECH� 4.1 �Nu-Tech�was incorporated as a
Public Limited Company on 21st February 1989 under the name IIT
Capital services Limited, with the Registrar of Companies Bombay and as a
subsidiary of �IIT �.The Company obtained Certificate of commencement of
Business on 4.2
The main objects of the Target Company � Initially the main objects of the company were fund
based activities like leasing & hire Purchase and Bill discounting. The
company in the year 2004 amended the main objects clause of memorandum and
following are the new Objects a)To undertake the business of providing the whole
range of management,human,resources,marketing and other business consultancy,
advisory and supervisory services pertaing to industry,business,trade and real
estate. 4.3������ The
Share Capital Structure of the Company as on date of the PA was:
4.4������ Build
up of the Capital Structure of Nu-Tech:
4.5������ All� the equity shares of �Nu-Tech� are currently
listed on The Stock Exchange, Mumbai (�BSE�), The Calcutta Stock Exchange
Limited ( � CSE � ). The Company has made an application to delist the shares
from CSE. The delisting approvals are awaited from these stock exchanges. 4.6������
The trading of these shares has not been suspended from trading and no punitive action has been
initiated against
�Nu-Tech� by any of the stock exchanges where its shares are listed. 4.7 ����� The Target Company has complied with the
applicable provisions of Chapter II of SEBI (SAST) Regulations, 1997.
*** The Target Company has complied with SEBI
Regularisation Scheme,2002 for� non
compliance with Regulations 6 and 8 of the SEBI(Substantial acquisiton of
shares and Takeovers)Regulations,1997. 4.8
PROMOTERS COMPLIANCE WITH THE APPLICABLE PROVISIONS OF CHAPTER II OF SEBI
(SAST) REGULATIONS,1997. The
Promoters have complied
with the applicable provisions of Chapter II of SEBI(SAST)Regulations,1997. By PROMOTERS
� 4.9������ The
Board of Directors of the Target Company as on the date of Public Announcement
was as under:
4.10���� There
has been no merger /de-merger, spin-off during the past three years in� Nu-Tech. 4.11���� Audited
financial information of �Nu-Tech�� for
the financial year ended Profit and
Loss Statement���������������
����������������������������������������������������������������������������������� (Rs
in Lakhs)
����������������������������������������������������������������������� (Rs
in Lakhs)
Reason for rise and fall in Income and Profit After
Tax : FINANCIAL YEAR 2001-02 The Loss has come down to
Rs 529.51 lakhs compared to previous year mainly provision /write off for non
Performing assets was Rs 114.40 lakhs as against Rs 528.96 lakhs in previous
year. FINANCIAL YEAR
2002-03: The other income was
higher compared to previous year on account of Sundry creditors written back
and loan written back on compromise settlement with bank. The Loss has come down to
Rs 438.68 lakhs compared to previous year mainly provision /write off for non
Performing assets was Rs 48.42 lakhs as against Rs 114.40 lakhs in previous
year. FINANCIAL YEAR
2003-04: The
loss is lower compared to earlier year since the company made compromise
settlement with one of the banks and the loan amounting to Rs 211.61 lakhs was
written back. The Company also recovered money from NPA clients and hence
provision made in earlier years written back. FOR THE PERIOD
ENDED The
profit is due to the company made compromise settlement with one of the banks
and the loan amounting to Rs 295.69�
lakhs was written back. The Company also recovered money from NPA
clients and hence provision made in earlier years written back. 4.12���� Pre-and
Post-Offer shareholding pattern of the Target Company is as follows:
Note:* As the Acquisition of shares in� � IIT
� gives the acquires control of 15% or
more ��������� of �NU-TECH�,this has triggered the acquirers to
go for open offer. Hence �IIT� ���������� holding grouped under Acquirers. ����������� Promoters/Sellers
have given undertaking that they will not participate in the � open offer. 4.13���� The
Changes in Shareholding of the Promoters as and when it happened:
* Up to 07.07.1993 the face value of one equity
share was Rs 100.However from 8th july the face value of one equity
share was Rs 10. 4.14���� As
Per the Information Provided by the Target Company, Provisions of Clause 49 of
the listing agreement with the stock exchanges dealing with Corporate
Governance has been complied with. Certificate of Compliance on Corporate
Governance received from the Statutory Auditors had been published in the
Annual Report for the year ended 4.15���� Pending
Litigation The Following are the disputed statutory dues /
other dues as on the date of PA
As informed by the Target Company there are no
other pending litigations against the Company. 4.16���� Name
and address of the compliance officer are as under: ����������� Mr.Yogesh
Kapadia ����������� Managing
Director ����������� ����������� 2nd
floor, 28 B.S. Marg ����������� Fort,
Mumbai ����������� Tel :� 22665453 / 22660765 5��������� OFFER PRICE
5.1������ The
equity shares of Nu-Tech� are currently
listed on The Stock Exchange, Mumbai (�BSE�), Calcutta Stock Exchange Limited,
Chennai (�CSE�) . The Company has made an application to delist the shares from
CSE. The delisting approvals are awaited from these stock exchanges. 5.2������ The
annualized trading turnover of the equity shares of �Nu-tech� on BSE, and CSE
are detailed below:
Shares of �NU-TECH� are most frequently traded on BSE. The weekly high
and low of the closing prices of the shares, during the 26-week period ended
b. The daily high, low and average prices of the shares of �Nu-Tech�
during the last 2 weeks of trading on the BSE, where shares of Nu-Tech� are
most frequently traded, are given below:
*Denotes Saturday and Sunday, when no trading took
place The Offer Price of Rs.4.34 /- (Rupees Four and thirty four paisa only)
per fully paid up equity share is justified in terms of Regulation 20(4) of the
SEBI (SAST) Regulations as it is higher than the price computed in accordance
with the parameters mentioned in Regulation 20(4) as detailed below: i. Negotiated Price NIL �/-. ii. Highest Price paid by
Acquirer/PAC for any acquisition including by way of allotment in a public or
rights or preferential issue during the 26 weeks prior to the date of Public
Announcement � NIL /- iii. The average of the
weekly high and low of the closing prices of the Shares of the Target Company
as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company
are most frequently traded during the twenty six weeks or the average of the
daily high and low of the� prices of the
Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the
Shares of the Target Company are most frequently traded during the two weeks
preceding the date of Public Announcement � ���������4.34 /- The offer price of Rs
4.34 /- (Rupees Four and thirty four Paisa Only ) per Fully paid up Equity
share is justified in terms of Regulation 20(5) of the SEBI (SAST) Regulations
as follows:
����������� 5.3 Acquirers have not acquired
any equity shares of �Nu-Tech� from the date of the PA up to the date of the
Letter of Offer. 5.4 ����� There
is no non compete agreement entered between the Acquirer and the sellers and
accordingly no non compete fee is being paid which should have any bearing on
the offer price. 6��������� FINANCIAL ARRANGEMENTS 6.1������ The
total Funds requirement for the Offer is Rs. 1,04,16,004 /- (Eight One Crore Four
lakh Sixteen thousand Four Only) assuming that the entire Offer is accepted. 6.2������ The Acquirers have assets and resources and
means to meet their obligations under the Open Offer in full. For this purpose,
the Acquirers intend to utilize the resources available with them.Mr.N.R.Suresh
(Partner) Membership No: 21661 M/S Maharaj N.R.Suresh & Co Chartered
Accountants No 5 II Lane II Main road TrustPuram Chennai-600 024 Phone
No:044-24801322,Fax 044-24813734� have
Certified vide their letter dated 9th April , 2005 that the
Acquirers have adequate� resources to
fulfill all their obligations arising�
out of the Open offer.�� �������������������������������������������������������������
6.3������ In accordance with Regulation 28
of the The Regulations, the Acquirers have created an Escrow Demat Account with
Indian Overseas Bank, Depository services, DR Radhakrishnan Salai Mylapore
Chennai-600 004 for
Rs 27.15 Lakhs, being more than 25 % of the Consideration payable under the
Open Offer by way of
Deposit of listed shares
with a margin of 25%. The Acquirers have also made a cash deposit of Rs 1, 04,160 being 1% of the Offer amount with
Indian Overseas Bank, Commercial & Institutional Credit Branch,
DR.RadhaKrishnan Salai, Mylapore Chennai-600 004 and marked a lien in favour of the manager to the offer ������ 6.4������ Details of Securities deposited with Escrow Demat Account a) �������
b) The Security deposited are
free of lien/encumbrances. c) There is no
Suspension/freeze of voting rights of shares kept under escrow and carry full
voting right. d) The Securities kept in
Escrow is owned by M/S Pacific Corporate Services Limited.�������������������������� ����NOC has been obtained from the holder for
depositing the same in the escrow account. e) The acquirers have empowered the Manager to the Offer to
realize the value of the Escrow Account by sale or otherwise in terms of The
Regulations. f) If there is any deficit on
realization of value of the securities, the Merchant Banker shall be liable to
make good any such deficit. 6.5������ The Manager to the Offer has
satisfied itself about the Acquirers� ability to implement the Offer in
accordance with the Takeover Regulations. 7��������� Terms
and Conditions of the Offer 7.1������ Eligibility
for accepting the Offer: The offer is being made to the equity
shareholders of �Nu-tech� (other than �Acquirers� and �Sellers�) whose names
appear on the Register of the Members of �Nu-Tech� at the close of business
hours on� 13th May ,2005� (the �Specified Date�) and also to
those persons who own the equity shares at any time prior to the closure of the
offer, but are not the registered equity shareholders. 7.2������ Accidental
omission to despatch this LOO or the non-receipt or delayed receipt of this LOO
will not invalidate the Offer in anyway. 7.3������ Subject
to the conditions governing this Offer, as mentioned in the Letter of �Offer, the acceptance of this Offer by
the shareholder(s) must be absolute and unqualified. Any acceptance to the
Offer which is conditional or incomplete is liable to be rejected without
assigning any reason whatsoever. 7.4������ STATUTORY APPROVALS
7.4.1��� The
Offer is subject to approval, if any required from RBI for transfer of shares
by the Non Resident Shareholders. �Besides the above approvals from the RBI, no
other statutory approvals are required to acquire the Shares tendered pursuant
to this Offer. In the event that any of the statutory approvals that are
required are not obtained in terms of Regulation 27 of the SEBI (SAST)
Regulations, the Acquirers will not proceed with the Offer. 7.4.2��� In
case of delay in receipt of any statutory approval(s), SEBI has the power to
grant an extension of time to the Acquirer for payment of consideration to the
tendering shareholders, subject to the Acquirer agreeing to pay interest for
the delayed period as directed by SEBI in terms of Regulation 22(12) of the
SEBI (SAST) Regulations. Further, if the delay occurs on account of willful
default by the Acquirer in obtaining the requisite approvals, Regulation 22(13)
of the SEBI (SAST) Regulations will also become applicable. 8��������� PROCEDURE
FOR ACCEPTANCE AND SETTLEMENT. 8.1������
Procedure for accepting the offer by eligible persons The Acceptor will have to deliver the relevant
documents as mentioned at point (a), (b), and (c) below as applicable to the
Registrar to the Offer M/s MCS �Limited (SEBIRegn.No.:INR
000000056) at the address mentioned below: �� Monday
to Friday (
a. For equity shares held in dematerialized form: For the purpose of the offer a
Special Depository Account has been opened in the name and style of �MCS Limited-Escrow A/C - �NU-TECH � Open
Offer with HDFC Bank Limited as the Depository participant in National
Securities Depository Limited (NSDL). Equity Shareholders holding the shares in
dematerialized form will have to deliver the following documents: i. Form of acceptance cum acknowledgement duly
completed and signed in accordance with the instructions contained therein. ii. Photocopy of the delivery instruction slip in
�off-market� mode or counterfoil of the delivery instruction slip in
�off-market� mode, duly acknowledged by the relevant Depository Participant
(DP). iii. For each delivery instruction the beneficial
owner should submit separate Form of Acceptance. iv. The details of the special depository account
opened for this purpose are as under:
v. Equity shareholders having their beneficiary
account in Central Depository Services Limited (CDSL) will have to
use inter depository delivery instructions slip for the purpose of crediting
their equity shares in favour of the special depository account. vi. Shareholders who have sent their physical
equity shares for dematerialisation need to ensure that the process of getting
equity shares dematerialised is completed well in time so that the credit in
the Special Depository Account is received on or before closure of offer. b) For equity shares held in physical form Registered equity shareholders should enclose: i. Form of Acceptance cum acknowledgement duly
completed and signed in accordance with the instructions contained therein, by
all equity shareholders whose name appears on the share certificates. ii. Original share certificate(s) iii. Valid share transfer
form(s) duly signed as transferors by all registered equity shareholders (in
case of joint holdings), in the same order and as per the specimen signatures
registered with and duly witnessed at the appropriate place. c) Unregistered owners of equity shares should
enclose: i. Form of acceptance cum acknowledgement duly
completed and signed in accordance with the instructions contained therein. ii. Original share certificate(s) iii. Original broker contract note of a registered
broker of a recognized stock exchange. iv. Valid share transfer form(s) as received from
the market. The details of the buyer should be left blank. If the details of
the buyer are filled in, the tender will not be valid under the offer.
Acquirer�s name will be subsequently filled in upon verifying the validity of
the share transfer form. v.
No indemnity is needed from unregistered equity shareholders. vi. Procedure for acceptance of the offer by the
equity shareholders who do not receive the Letter of Offer and procedure for
settlement a)�������� In
case of non-receipt of the offer document, the unregistered equity shareholders
who wish to accept the offer should communicate their acceptance in writing on
a plain paper stating the name, address, no. of shares held, distinctive
numbers, folio number, no. of shares offered to the Registrar to the Offer
together with relevant share certificate(s), the transfer deed(s) and the
original contract note issued by share broker of a recognized stock exchange
through whom they acquired the equity shares before the close of the Offer,
i.e. June 28th
2005 Tuesday. b)�������� In the event of non-receipt of the Letter of Offer by beneficial
owners, such beneficial owners can make an application to the Registrar to the
Offer on plain paper stating their name, address, number of equity shares held,
number of equity shares tendered, bank particulars, DP name, DP ID, beneficiary
account number duly signed by all the holders and send the same along with a
photocopy of the delivery instructions in �Off-market� mode or counterfoil of
the delivery instructions in �Off-market� mode in favour of the special
depository account, to the Registrar to the Offer on or before the Offer
Closing Date. All beneficial holders maintaining an account with CDSL are
requested to obtain, complete and submit an additional inter-depository slip
together with the instructions to their respective DPs. c)
Such equity shareholders may also download a
copy of the form of acceptance cum acknowledgement from SEBI�s website at
www.sebi.gov.in and use the same. d)
Share Certificates would be held in trust by the
Manager to the Offer / Registrar to the offer , as the
case may be till the acquirers complete the offer obligations in terms of Regulations NO DOCUMENT SHOULD BE SENT TO THE ACQUIRER OR TO
NU-TECH (THE COMPANY) OR THE MANAGER TO THE OFFER 8.2. ���� OFFER
PERIOD a) Offer period is the period between the date of
Public announcement and the date of completion of offer formalities relating to
the offer. b) This Offer will remain open on all working days
(excluding Sunday and Public Holidays) between c) The form of acceptance
along with the Share Certificate(s) and other documents delivered shall become
acceptance on the part of the shareholder, but will become a fully valid and
binding contract between shareholder and Acquirer only upon the fulfillment of
all conditions mentioned herein. d) On fulfillment of the conditions herein
mentioned, the Acquirer will pay the Offer price by crossed Account Payee Pay
Orders/ Demand Drafts which will be sent by Registered Post to the equity
shareholders of NU-TECH, whose acceptance to the offer are accepted by the
Acquirer, at the address registered with the Company. The Pay Orders/ Demand
Drafts will be drawn in the name of first named shareholder in case of joint
shareholding. In case of unregistered owners of the shares, payment will be
made as per mandate given by such owner. The unregistered owner may give a
mandate for drawing the pay order / demand draft in the name of the person
whose bank details may be furnished by him in the Form of Acceptance for
incorporating in the Pay Order / Demand Draft. 8.3 ����� WITHDRAWAL
OPTION a) The equity shareholders, who are desirous of
withdrawing their acceptances tendered in the offer, can do so up to three
working days prior to the date of the closure of the offer i.e. on or before b) In case non-receipt of the form of withdrawal,
the withdrawal option can be exercised by making an application on plain paper
along with the following details: � In case of physical shares: Name, address,
distinctive numbers, folio nos. number of shares tendered/withdrawn. � In case of dematerialized shares: Name, address,
number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account no.
and photo copy of delivery instruction in �off market� mode of counterfoil of
the delivery instruction in �off market� mode, duly acknowledged by the DP in
favour of the Special Depository Account. c) The form of Withdrawal can also be downloaded
from SEBI�s website www.sebi.gov.in or obtained from the Manager/ Registrar to
the Offer. 9. GENERAL a) Acquirer can revise the price upwards up to
seven working days prior to closure of the offer and revision if any in the
offer price would appear in the same newspapers where the Public Announcement
has appeared. The same price would be paid to all� shareholders who tender their shares in the
offer. b) Shareholders may note that if there is a
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. c) For any queries regarding the Offer the
shareholders / applicants may contact the Registrar to the Offer at the address
mentioned in this Letter of Offer. d) If the aggregate of the
valid responses to the offer exceeds offer size, then the Acquirer shall accept
the valid applications received on a proportionate basis in accordance with
Regulation 21 (6) of the Regulations. e) Where the number of shares offered for sale by
the shareholders are more than the shares agreed to be acquired by the Acquirer
making the offer, the Acquirer shall, accept offers received from shareholders
on proportional basis in consultation with Merchant Bankers taking care to
ensure that the basis of acceptance is decided in a fair and equitable manner
and does not result in non-marketable lot. 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 the
equity shares of the company is one share . f) Acquirer shall acquire the equity shares from
the shareholders of the Company who have validly tendered the equity shares
under the Offer (i.e. equity shares and other documents are in order in
accordance with the terms of the Offer) and remit the consideration in respect
thereof on or before 13th July, 2005 in cash by Account Payee Pay
Order/Demand Draft. Any delay will attract interest in terms of Regulation
22(12) of SEBI (SAST) Regulations 1997. The information as to whether the
equity shares tendered by them have been accepted (in full or in part) or
rejected and consideration payable would be sent by Registered Post. g) Pursuant to the Regulation 13, the Acquirer has
appointed Indian Overseas Bank, Merchant Banking Division as the Manager to the
Offer. h) Indian Overseas Bank, Merchant Banking Division,
the Manager to the Offer, does not hold any equity shares of �NU-TECH�.
Further, they have undertaken not to deal in the equity shares of �NU-TECH� up
to a period of fifteen days after closure of the offer. i) Acquirer accepts full responsibility for the
information contained in this Letter of Offer and also for the obligations of
Acquirer as laid down in the Regulations. 10. DOCUMENTS FOR INSPECTION The following documents are regarded as material
documents and are available for inspection at the office of Manager to the
Offer mentioned on cover page of this document from 11.00 a.m. to 3.00 p.m. on
any working day until the Offer closes. 1. Copy of Agreement dated 2. Copy of confirmation of opening of Escrow
depository account by Manager to the offer. 3. Copy of MOU dated 4. Copy of letter dated 5. Memorandum and Articles of Association of
Acquirers. 6.Audited Annual Reports of the Acquirer for the
financial Year 2002-03,2003-04,2004-05. 7. Memorandum and Articles of Association of �NU-TECH�. 8. Copies of Annual Report of Target Company for
the financial years 2001-02, 2002-03 and 2003-04, certified financials (Limited
review) for the Nine Months ended 9. Copy of certificate dated 10. Copy of Public Announcement as published in the
newspaper on 11.
Copy of Fixed Deposit Advice issued by Indian Overseas Bank,
Commercial & Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore
Chennai-600 004
in terms of the Escrow requirements. 12.
A letter from Indian Overseas Bank, Commercial &
Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore Chennai-600 004, dated
13.04.2005 confirming the amount kept in escrow account and a lien in favour of
Merchant Banker. 13.
Copy of Demat Statement issued by Indian Overseas Bank,
Commercial & Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore
Chennai-600 004
in terms of the Escrow requirements. 14. Details of Securities deposited with Escrow Demat Account
15.Copy of confirmation of opening of special
depository account by Registrar to the offer. 16. Due Diligence Certificate dated 17. Undertakings by the Acquirers 18.SEBI observation letter no
CFD/DCR/AK/TO/37903/2005 dated 6.05.2005. 11. DECLARATION BY THE ACQUIRERS The Acquirers accept full responsibility for the
information contained in the Public Announcement and Letter of Offer and will
be responsible for ensuring compliance with the obligations of Acquirer as laid
down in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 and subsequent amendments thereto. Sd/- Director M/S SUPER STAREXPORTS PRIVATE LIMITED Director M/S RANEKA FINCOM PRIVATE LIMITED Director M/S PADMAVATIASHA PROPERTIES AND PROJECTS PRIVATE
LIMITED Director M/S PRANAM SECURITIES LIMITED Date: Place: Chennai Encl: 1.�������� Form
of Acceptance cum Acknowledgement 2.�������� Form
of Withdrawal |
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