PUBLIC ANNOUNCEMENT
TO THE SHAREHOLDERS OF LIBERTY OIL MILLS LIMITED
Regd. Office: Village Bamne,
Taluka – Shahapur, District – Thane, Maharashtra - 421601.
____________________________________________________________________________________________________________
This
Public Announcement is being issued by Keynote Corporate Services Limited
(hereinafter referred to as the "Manager to the Offer"), on behalf of
Liberty Investments Pvt. Ltd. and Mr. Parvez Hamza Kader (Acquirers) pursuant
to Reg. 11(1) in compliance with the Securities and Exchange Board of India
(Substantial Acquisition of Shares & Takeovers) Regulations, 1997 [SEBI
(SAST) Regulations, 1997] & subsequent amendments thereto (hereinafter
referred to as the “Regulations”).
____________________________________________________________________________________________________________
VOLUNTARY OFFER TO THE SHAREHOLDERS OF LIBERTY
OIL MILLS LTD.
1. The Offer
a) Liberty Investments Pvt. Ltd. (hereinafter referred to as ‘LIPL’) and Mr. Parvez Hamza Kader (hereinafter jointly referred to as ‘Acquirers’) collectively hold 7,62,750 equity shares of Rs. 10/- each being 15.64% of the issued and paid up capital of Liberty Oil Mills Ltd. (hereinafter referred to as ‘LOML’ or ‘Target Company’) . The Acquirers are a part of the promoter group of LOML. The Acquirers alongwith the other persons in the promoter group are holding 35,53,400 equity shares of Rs. 10/- each of LOML forming 72.85% of the paid up share capital of the Company. For the purpose of this voluntary open offer the persons in the promoter group, other than the Acquirers, being Mr. Ibrahim Abdul Kader, Mr. Hamza Abdul Kader, Mr. Esmail Abdul Kader, Mr. Afzal Esmail Kader, Mr. Najib Hamza Kader, Mr. Asma Afzal Kader, Ms. Zubeda Ibrahim Kader, Ms. Farhana Najib Kader, Ms. Zebunissa Hamza Kader, Ms. Banoo Abdul Kader, Ms. Roshana Parvez Kader & M/s. Kader Exports Pvt. Ltd. will be considered to be ‘Persons deemed to be Acting in Concert’ with the ‘Acquirers’.
b) LIPL having its registered office at 83, Jail Road (South), Mumbai – 400009, alongwith Mr. Parvez Hamza Kader residing at Liberty House, 31, Farooq S. Oomerbhoy Path, Byculla, Mumbai - 400008 are making a voluntary offer to acquire 13,24,600 equity shares of Rs. 10/- each representing 27.15% of the issued and paid up share capital of Liberty Oil Mills Ltd. from the remaining shareholders (i.e. other than the Acquirers and the Persons deemed to be Acting in Concert), being the balance outstanding shares in the Company, at a price of Rs. 30/- per share in cash.
c) The offer is not subject to any minimum level of acceptance.
d) The equity shares of LOML are listed on the exchanges at Mumbai, Ahmedabad and Chennai. The equity shares of the Company are infrequently traded on The Stock Exchange, Mumbai in terms of explanation (i) to Regulation 20(3) of the SEBI (SAST) Regulations, 1997 and are not traded on the other exchanges. The offer price of Rs. 30/- per share, has been determined as per Regulation 20(3) of the Regulations taking into account the following factors:
i.
Acquirers
have not entered into any agreement for acquisition of shares
ii.
Acquirers
have not acquired shares of LOML during the 26 weeks period prior to the date
of the Public Announcement.
iii.
There
has been no preferential allotment during the 12 months period prior to the
date of Public Announcement.
iv.
As
per the audited results for the year 2000-2001, LOML earned a net profit of Rs.
345.79 lacs. The Company recorded an
Earnings per Share of Rs. 7.09. The
networth of the Company as on 31/03/2001 is Rs. 3323.17 lacs and the book value
per share is Rs. 68.13. The last traded
price of the shares on the Stock Exchange, Mumbai as on 07/12/2001 was Rs. 30/-
with a volume of 300 equity shares. The average industry P/E for the sector in
which the Company operates is 3.58 (source : Capital
Market/VolXVI/22/20/01/2002 Sector : Solvent Extraction).The offer price of Rs.
30/- per share will be at a P/E ratio of 4.23 which is higher than the average
industry P/E.
The Acquirers and Persons deemed to be Acting in Concert have not acquired shares of LOML during the 12 months period prior to the date of Public Announcement. Taking the above factors into consideration and in view of the fact that the equity shares of LOML are infrequently traded the offer price of Rs. 30/- per share is justified.
e)
LIPL
currently holds 5,08,000 equity shares of Rs. 10/- each of LOML representing
10.41% of the paid up share capital of the LOML. Mr. Parvez Hamza Kader currently holds 2,54,750 equity shares of
Rs. 10/- each of LOML representing 5.23% of the paid up share capital of LOML.
f)
Neither
the Acquirers nor LOML are included in the list of persons / entities debarred
from accessing the capital market under Section 11 B of the SEBI Act, 1992.
2.
Information on Acquirers
2.1 Information on LIPL
a) Liberty Investments Pvt. Ltd. having its registered office at 83, Jail Road (South), Mumbai – 400009, was incorporated as a Private Limited Company on 01/07/1978 under the Companies Act, 1956. The activities of the Company include investment in financial securities, trading in edible oil and construction activities.The Company is not registered with Securities and Exchange Board of India (SEBI)or Reserve Bank of India(RBI).
b) LIPL belongs to the Liberty Group of Companies promoted by the Kader family. Mr. Ibrahim Abdul Kader, Mr. Parvez Hamza Kader and Mr. Afzal Esmail Kader are the promoter directors of LIPL. LIPL is also one of the bodies corporate included in the promoter group of LOML.
c) The issued and the paid up share capital of the Company comprises of 9,000 equity shares of Rs. 100/- each aggregating to Rs. 9.00 lacs. As per the audited results of the Company as on 31/03/2001, the Company recorded a turnover of Rs. 3502.13 lacs and a Profit After Tax of Rs. 71.62 lacs. The Networth of the Company as on 31/03/2001 is Rs. 140.79 lacs. The Earnings per Share for the period is Rs. 795.83 and the Book Value per share is Rs. 1564.43.
d) Some of the Directors of LIPL are also on the Board of LOML.
e) Mr. M. P. Joshi, Chartered Accountant and Statutory Auditor of the Company, Anupam, A/8 Karani Lane, Ghatkopar West, Mumbai (Membership No. 2446) has certified vide certificate dated 29/01/2002 that the networth of LIPL as on 31/12/2001 is Rs. 240 lacs and the company has firm arrangements of funds for Rs. 400 lacs for complying with the financial obligations under the offer.
2.2
Information on Individual Acquirer
a) Mr. Parvez Hamza Kader, aged 42 years, residing at Liberty House, 31, Farooq S. Oomerbhoy Path, Byculla, Mumbai – 400008, is one of the promoters of LOML. He has a vast experience in trading and manufacture of vanaspati and edible oils .
b) Mr. Parvez Hamza Kader is currently holding 2,54,750 equity shares of Rs. 10/- each of LOML representing 5.23% of the paid up capital. He is also on the Board of Directors of LOML & LIPL.
c) Mr. M. P. Joshi, Chartered Accountant, Anupam, A/8, Karani Lane, Ghatkopar (W), Mumbai – 400086 (Membership No. 2446), has certified vide certificate dated 08/02/2002 that the networth of Mr. Parvez Hamza Kader as on 31/12/2001 is Rs. 300 lacs and he has sufficient means to fulfill the obligations under the offer.
The Acquirers have complied with provisions of Chapter II
of SEBI (SAST) Regulations, 1997
3. Information
on LOML
a)
M/s.
Liberty Oil Mills was established as a partnership firm in 1953. In 1983
Liberty Oil Mills Pvt. Ltd. took over the business of erstwhile partnership
firm as a going concern. It was deemed Public Limited Company by virtue of
Section 43 A of Companies Act, 1956 in the year 1983. The name of the Company
was changed from Liberty Oil Mills Limited (Deemed Public) to Liberty Oil Mills Limited on 22/01/1993
after converting into Public Limited Company.
The registered office of the Company was changed from 16, L.B.S Marg,
Kurla, Mumbai – 400 070 to Village Bamne, Taluka – Shahapur, District – Thane,
Maharashtra – 421601 w.e.f. 30/09/1992. The Company is engaged in manufacturing
and trading of Vanaspati & Edible Oils.
b)
The
Company made its maiden issue to the public through prospectus dated
29/01/1993. The issued and subscribed share capital of the Company comprised
49,65,000 equity shares of Rs. 10/- each out of which 87,000 equity shares of
Rs. 10/- each have been forfeited. As
on date the issued, subscribed and paid up share capital of the Company
comprises 48,78,000 equity shares of Rs. 10/- each aggregating to Rs. 487.80
lacs. There are no partly paid up shares in the Company.
c)
As per the audited results for the year
2000-01, the Company recorded a turnover of Rs. 78040.56 lacs and Profit After Tax
of Rs. 345.79 lacs. The Networth of the
Company as on 31/03/2001 is Rs. 3323.17 lacs and the Book Value per share is
Rs. 68.13. The last traded price of the
Company on the Stock Exchange, Mumbai as on 07/12/2001 was Rs. 30/- with a
volume of 300 equity shares. As per the unaudited results for the nine months
ended 31/12/2001 the company registered a turnover of Rs. 61079.00 lacs and
Profit After Tax of Rs. 340 lacs.
d)
The
equity shares of LOML are listed on The Stock Exchange, Mumbai (BSE), The Stock
Exchange, Ahmedabad (ASE) and Madras Stock Exchange (MSE). The equity shares of
LOML are infrequently traded on the BSE in terms of explanation (i) Regulation
20(3) of the SEBI(SAST) Regulations, 1997 and are not traded on the other
exchanges where they are listed.
e)
There
are no outstanding instruments in the nature of warrants / fully convertible
debentures / partly convertible debentures etc. which are convertible into
equity at any later date. There are no
shares under lock-in period. There has
been no merger / demerger or spin off in the Company during the past three
years.
f)
The
Company has been regular in complying with the provisions of the listing
agreements entered into with the Stock Exchanges. The Company has been regular
in complying with the provisions of Chapter II of the SEBI (SAST) Regulations,
1997.
4.
Rationale for the offer
a)
The
offer to the shareholders of LOML is being made under Regulation 11(1) of the
Regulations with an intent to further consolidate the holdings of the Acquirers
in the Company.
b)
Acquirers
do not have any plan to dispose off or otherwise encumber any of the assets of
LOML in the two years from the date of closure of the offer except in the
ordinary course of business of LOML.
5.
Statutory Approvals
Permission
of RBI would be required for transfer of shares received from NRI shareholders.
As on the date of this Announcement no other approvals, statutory or otherwise,
are required under the Companies Act 1956, Monopolies and Restrictive Trade
Practices 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.
In
case of non receipt of the approval stated above, SEBI may, if satisfied that
non receipt of the requisite approvals was not due to any wilfull default or
neglect of the Acquirer or failure of the Acquirer to diligently pursue the
application for the approval, grant extension of time for the purpose, subject
to the Acquirer agreeing to pay interest to the shareholders for delay beyond
30 days, as may be specified by SEBI from time to time.
6.
Delisting option to LOML
a)
As
a consequence of the voluntary offer the public shareholding in LOML may reduce
to 10% or less of the voting capital of the Company. In such a case the acquirers shall within a period of 3 months
from the date of closure of the public
offer, make an offer to buy out the outstanding shares remaining with the
shareholders at the same offer price in terms Regulations 21(3). The subsequent offer will be kept open for a
period of six months.
b)
After
completion of the second offer, the Acquirers will request LOML to approach the
Stock Exchanges where the shares are listed for delisting the shares.
7.
Financial Arrangements
a)
Mr.
M.P. Joshi, Chartered Accountant, Anupam, A/8 Karani Lane, Ghatkopar West,
Mumbai (Membership No. 2446) has certified that the Acquirers have adequate
resources to meet the obligations under the offer.
b)
The
total funds required to implement the offer is Rs. 3,97,38,000/-. The Acquirers
have deposited Rs. 1,00,00,000/- being more than 25% of the consideration in an
Escrow Account in terms of Regulation 28 with the Jammu & Kashmir Bank
Ltd., Fort, Mumbai. The offer will be implemented through internal resources of
the Acquirers and through loans from
banks / financial institutions and not through foreign resources i.e. from Non-resident Indians or otherwise.
c)
The
Acquirers have duly authorized the Merchant Banker to realise the value of the
Escrow Account in terms of the Regulations.
d)
The
Manager to the Offer is satisfied about the ability of the Acquirers to
implement the offer as firm financial arrangement though verifiable means are
in place to fulfill the offer obligation.
8.
Other Terms of the Offer
a)
The
offer will be made to the shareholders of LOML (other than Acquirers and
Persons deemed to be Acting in Concert) whose names appear on the Register of
the Members of LOML at the close of business hours on 16/03/2002 (the “Specified Date”). The Letter of Offer
(LOO) will be despatched to these shareholders.
b)
All
shareholders other than those mentioned in (a) above, who own the shares of
LOML anytime before the closure of the offer are eligible to participate in the
offer. Shareholders who wish to accept the offer, and tender their equity
shares will be required to send their Form of Acceptance, share certificate(s),
and transfer deed(s) in case of physical holding to BigShare Services Pvt. Ltd., Registrar to the Offer, in
accordance with the instructions specified in the Letter of Offer and on the
Form of Acceptance. Shareholders holding the shares in dematerialized form who
wish to tender their shares will be required to send their Acceptance form with
a photocopy of the Delivery Instruction Slip in ‘off-market’ mode or the
counterfoil of the delivery instruction in ‘off-market’ mode duly acknowledged
by the Depository Participant(DP) in favour of the Special Depository Account,
to the Registrar to the Offer. For the purpose of the offer the Registrar to the
offer has opened a Special Depository Account with Keynote Capitals Ltd. in the
name and style of ‘Liberty Oil Mills Ltd. – Open Offer – Escrow Account’. The
DP ID is 24300 and the Beneficiary ID is 1202430000000588. However, the
shareholders or the other holders of the equity shares of the Company who do
not receive the LOO in due course may send their application on a plain paper
stating the name, address, No. of shares held, Distinctive numbers, Folio No.,
Number of shares offered etc. and the original contract note issued by the
broker through whom they acquired the shares along with related documents so as
to reach the Registrar on or before 14/05/2002.
c)
In
case of non-receipt of the Letter of Offer, the shareholders may obtain a copy of
the same from the Registrar to the Offer on providing suitable documentary
evidence to that effect. Such
shareholders may also download the Form of Acceptance cum Acknowledgement from
the website of SEBI at www.sebi.gov.in.
d)
The
unregistered shareholders are required to send relevant documents to the
Registrar to the Offer and are not required to submit any indemnity in this
respect.
e)
Subject
to the conditions governing this Offer as mentioned in the Letter of Offer, the
acceptance of this Offer by Shareholders of LOML must be absolute and
unqualified. Any acceptance to this Offer which is conditional and incomplete
in any respect will be rejected without assigning any reason whatsoever.
f)
The Registrar
to the Offer
will hold in trust the Share certificates, Form of Acceptance cum
Acknowledgement, if
any, and the transfer form/s on behalf of the shareholders of LOML who have accepted the
Offer, till the drafts
/ pay orders for
the consideration and/ or the unaccepted share certificates are despatched/
returned. Shares not accepted under the offer will be sent to the
shareholders/applicants at their own risk by registered post.
g)
A
tentative schedule of activities for the public offer is listed below:
Activity
|
Day
& Date
|
|
Last date for a competitive bid |
Friday 8th
March, 2002 |
|
Specified
Date |
Saturday 16th March, 2002 |
|
Date by
which the Letter of Offer will be despatched to shareholders |
Saturday 30th March, 2002 |
|
Date of opening
the Offer |
Monday 15th April, 2002 |
|
Date
of closing the Offer |
Tuesday 14th May, 2002 |
|
Last date for
revising the offer price/ number of shares |
Friday 3rd May, 2002 |
|
Date of communication of
rejection, if any |
Wednesday
29th May, 2002 |
|
Date of payment of
consideration for applications accepted |
Wednesday
12th June, 2002 |
9. General
a)
Shareholders who have
accepted the offer by tendering the requisite documents, in terms of the Public
announcement / Letter of offer, can not withdraw the same.
b)
Acquirer
can revise the price upwards upto seven working days prior to closure of the
offer and revision if any in the offer price would appear in the same news
papers where the Public Announcement has appeared. The same price would be paid
to all shareholders who tender their shares in the offer.
c)
Shareholders may note that
if there is competitive bid, the public offers under all the subsisting bids
shall close on the same date. As the offer price 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.
d)
For any queries regarding the Offer the shareholders
/ applicants may contact the Registrar to the Offer at the address mentioned below:
BigShare Services Pvt. Ltd.
E-2, Ansa Industrial Estate,
Saki Vihar Rd., Saki Naka,
Andheri (E),
Mumbai – 400072.
Tel : (022) 856 0652,Fax:
(022) 852 5207
Sebi Regn No. : INR
000001385
Name of the Contact Person:
Mr. Kumaresh
e)
Acquirers
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 12/06/2002 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.
f)
Pursuant
to the Regulation 13, the Acquirers have appointed Keynote Corporate Services
Ltd. as the Manager to the Offer.
g)
Directors
of LIPL and Mr. Parvez Hamza Kader, the ‘Acquirers’, accept full responsibility
for the information contained in this Public Announcement and also for the
obligations of Acquirer as laid down in SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 and subsequent amendments thereto.
Eligible persons to the Offer may also download a copy of Form of Acceptance cum Acknowledgement which will be available on SEBI’s website at www.sebi.gov.in from the offer opening date i.e.15/04/2002 and apply in the same. A copy of this public announcement will also be available on SEBI’s website at www.sebi.gov.in.
Issued by Manager to the
Offer on behalf of the Acquirer :
Keynote Corporate Services
Limited
307, Regent Chambers,
Nariman Point, Mumbai - 400 021.
Tel.: (022) 202 5230 Fax : 283 5467
E- mail : keynote@vsnl.com
SEBI Regn.: INM000003606
AMBI Regn. No.AMBI/041
Name of the contact person :
Ms. Sangya Mishr
Place : Mumbai
Date : 13/02/2002