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PUBLIC ANNOUNCEMENT For the attention of the
Shareholders of PLATY METALLURGICALS LIMITED (PML) �( Registered Office - 102, Mahinder Chambers, Waman Tukaram Marg, Chembur (E), Mumbai � 400 071) This public announcement is
being issued by Aryaman Financial Services Limited, on behalf of Mr.Sanjay
Mundra, Mr. Gopallal Mundra, Mrs. Premlata Mundra and Mrs. Manjusha Mundra
(Acquirers) pursuant to� Regulation 10
and 12 of other provisions of Chapter III of and in compliance with the
Securities & Exchange Board of India Substantial Acquisition of Shares and
Takeovers (SAST) Regulations 1997 and�
subsequent amendments thereto (the �Regulations�). 1.������ � The Offer (a) ����� This offer is being made by Mr. Sanjay Mundra,
Mr. Gopallal Mundra, Mrs. Premlata Mundra and Mrs.Manjusha Mundra (hereinafter
referred to as �Acquirers�) residing at Cheznous, Flat No.1, Gulmohar Road no.
7, JVPD Scheme, Mumbai - 400049 to the equity shareholders of M/s Platy
Metallurgicals Limited having its registered office at 102, Mahinder Chambers,
Waman Tukaram Marg, Chembur (E), Mumbai - 400071 (hereinafter referred to as PML/ Target Company). (b) ������ The
Acquirers have entered into the following agreements dated:
�������������������������� The Agreement (�Acquisition Agreement�) dated 16th December 2003 are
for purchase of fully paid up equity shares for cash at a price of Rs.1.50 per
fully paid up share. (c) ������ The mode of payment of the consideration for the shares acquired under the agreement is cash� and the total consideration of Rs.41,75,145/- (Rupees Forty One Lacs Seventy Five Thousand One Hundred Forty Five only) shall be paid at the time of signing of the agreement. The agreement dated 16.12.2003 contains a clause that it is subject to the provisions of SEBI (SAST) Regulation and in case of non-compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendor or the Acquirers. (d) ����� As on the date of the agreement, the Acquirers do not hold any shares in the Target Company. (e) ����� The Acquirers are now making offer to the public shareholders of PML to acquire further 10,02,000 equity shares representing 20% of the share capital at a price of Rs.10.00 per equity share for fully paid up shares (the �Offer Price�) payable in cash. The Offer is not subject to any minimum level of acceptance and the Acquirers will acquire all the equity shares of PML that are tendered in valid form in accordance with the terms and conditions set out herein and in the Letter of Offer to be sent to the shareholders up to a maximum of 10,02,000 equity shares. (f) ������ The Shares of the Company are listed on The Pune Stock Exchange. The Shares of the Company are infrequently traded. There was no trading turnover in the shares of the target company during the preceding 6 calendar months prior to the month in which this public announcement is made.The offer price has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following: (a) The negotiated price under the agreement which in this case is Rs.1.50/- per share for fully paid shares (Regulation20(5)(a)) (b) The Acquirers have not acquired any Equity shares of the target company during the 26 weeks prior to the date of the Public Announcement including by way of allotment in a public or rights or preferential issue. (Regultion 20(5)(b)) (c) Other Parameters as on 30.09.2003 such as Book Value of Rs. 9.83 per share, EPS Rs. 0.01 and Return on Net Worth 0.12%� (Regultion 20(5)(c)) 2.�
Information about the Acquirers- I. Mr. Sanjay Mundra a. Mr. Sanjay Mundra, aged 42 years is residing at Flat No. 1, Cheznous, Gulmohar Cross Road No. 7, JVPD Scheme, Mumbai- 400049, tel.no. 26205177. He is in the business of Yarn Trading and has an experience of more than 10 years. b. The Net worth of Mr. Sanjay Mundra as on 31/03/2003 is Rs. 1005.60 lacs as certified by M/s. Sunil K. Choudhary & Co. Chartered Accountants (membership no. of Mr. Sunil K. Choudhary 46379), having their office at 426, Hind Rajasthan Building, 95,� ����� Dadasaheb Phalke Road, Dadar (E), Mumbai-400014, Telephone No. :022 2412 7825. II. Mr. Gopallal Mundra
III.
Mrs. Manjusha Mundra a. �� Mrs. Manjusha Mundra, aged 36 years is residing at Flat No. 1, Cheznous, Gulmohar Cross Road No. 7, JVPD Scheme, Mumbai- 400049, tel. no. 26205177.She is a Science Graduate. �b. � The Net worth of Mrs. Manjusha Mundra as on 31/03/2003 is Rs. 279.46 lacs as certified by M/s. Sunil K. Choudhary & Co. Chartered Accountants (membership no. of� Mr. Sunil K. Choudhary 46379), having their office at 426, Hind Rajasthan Building, 95,�� Dadasaheb Phalke Road, Dadar (E), Mumbai-400014, Telephone No. :022 2412 7825. IV. Mrs.
Premlata Mundra a. Mrs. Premlata Mundra, aged 60 years is residing at Flat No. 1, Cheznous, Gulmohar Cross Road No. 7, JVPD Scheme, Mumbai-400049, tel. no. 26205177. She has got rich experience in Yarn Trading. b. �� The Net worth of Mrs. Premlata� Mundra as on 31/03/2003 is Rs. 218.42 lacs as certified by M/s. Sunil K. Choudhary & Co. Chartered Accountants (membership no. of� Mr. Sunil K. Choudhary 46379), having their office at 426, Hind Rajasthan Building, 95,� Dadasaheb Phalke Road, Dadar (E), Mumbai-400014, Telephone No. :022 2412 7825. 3. Information of the Target Company a. PML is a Public Limited Company having its Registered Office at 102, Mahinder Chambers, Waman Tukaram Marg, Chembur (E), Mumbai-400071, tel. no.22000043, fax no. 22065783. The Company was incorporated in 1994 and obtained Certificate of Incorporation on 21st December, 1994. The Company was promoted by Mr. Parshuram Patil, Mr. P. A. Anthony and Mr. S.A. Chande. The present directors of the company are �Ms. T. N. Smitha, Mr. Arun Jawalkar and Mr. Jayantilal Shah. b. The Authorised Share Capital of the company as on 30.09.2003 was Rs. 550.00 lacs, divided into 55 lacs equity shares of Rs.10/- each. The issued and subscribed capital of the company is Rs. 501.00 lacs divided into 5,01,00,000 equity shares of Rs. 10/- each. There are no calls in arrears. The equity shares of PML are listed on The Pune Stock Exchange. The first and only public issue of the company has come on 26.08.1996 and since then share capital of the company has not increased. c. PML was incorporated with the main objects to carry on the business of manufacture of ferrous and non ferrous metals. The company had come out with a public issue during August 1996 with the main objects of part financing the project for setting up a rolled Mild Steel products plant. The core business of the company was stopped because of adverse business conditions particularly in the steel sector and overall economy of the Country. Present changed activities has been carried out since financial year 2002-2003. The Company has complied with all the applicable Rules/ Regulations as existed. d. �� The total income of the Company as on 30.09.2003 was Rs. 1.40 lacs with a net profit of Rs.0.60 lacs. The networth of the company� was Rs. 492.59 lacs. The book value per share as on 30.09.2003 was Rs. 9.83, the earning per share was Rs. 0.01 return on networth was 0.12%. 4. Reason for the Offer and Future
Plans about Target Company. a. �� This offer has been made pursuant to Regulation 10 and 12 of other provisions of Chapter III and in compliance with the SEBI (SAST) Regulations. b. �� The Acquirers does not have any intention to dispose of or otherwise encumber any assets of the target company in the next two years from� the date of closure of the offer, except in the ordinary course of business with the prior approval of the shareholders. c. �� The main objective of takeover is better business prospects under corporate status and start the trading activities in Yarn. 5.
Statutory Approvals and Conditions of the Offer. a. �� To the knowledge of the Acquirers no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer. If any other� statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals. In case the statutory approvals are not obtained, the Acquirers will not proceed with the Offer. b. �� In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant extension of time to Acquirers for payment of consideration to the shareholders subject to Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to the willful default of the Acquirers in obtaining the requisite approvals, Regulation 22(13) will become applicable. 6.
Financial Arrangements a. �� The Acquirers have adequate and firm financial resources to fulfill the obligations under the open offer. The sources of funds shall be through internal resources of the Acquirers. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilised. b. The maximum purchase consideration payable by the Acquirer in the case of full acceptance of the offer is Rs.100,20,000/- (Rs. One Hundred Lac Twenty Thousand Only). It is proposed to pay Rs.10/- per share for fully paid shares. The Acquirers have deposited with the Manager to the Offer, 75,000 shares of Rashel Agrotech Ltd., having market value of Rs.200/- per share (as on14th Nov, 2003) on The Mumbai Stock Exchange totaling to Rs. 150,00,000/- against the funds requirements to be placed in Escrow account of Rs. 100,20,000/- i.e. 100% of the total consideration payable, with a margin of around 50%. The percentage of margin has been calculated by dividing the excess of the funds (i.e value of shares) placed in the escrow account by the total funds to be placed in the escrow account. (100% of the total consideration payable). The shares deposited in the Escrow account are frequently traded as per explaination (i) to Regulation 20 (3) i.e. the annualized trading turnover in the shares of Rashel Agrotech Ltd. during the preceeding 6 calendar months i.e July 2003 to December 2003 is more than 5% of the total listed shares. The Acquirers have also empowered the Manager to the Offer to realize the value of such securities by sale or otherwise as per Regulation 28(7) of the Regulations. In case there is any deficit on realization of the value of the securities in the escrow, the Manager to the offer shall make good such deficit in terms of Reg.28(7). The Acquirers have also deposited an amount of Rs. 5,00,000/- (Rupees Five Lacs� Only) towards cash escrow with Dena Bank,Worli Branch, which is more than 1% of the total consideration payable. The Merchant Banker has been empowered to operate the Escrow account in accordance with the Regulations. � c. �� M/s Sunil K. Choudhary & Co., Chartered Accountants ( memebership no. of Mr. Sunil K. Choudhary - 46379), having their office at 426, Hind Rajasthan Building, 95, Dadasaheb Phalke Road, Dadar (E), Mumbai-400014 have confirmed vide their certificate dated 20.06.2003 that sufficient resources are available to allow the Acquirers to fulfill its obligations under the offer. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer� in accordance with the Regulations. d. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfill offer obligations. 7. Other Terms of the Offer a. �� The Letter of Offer together� with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of PML (except the Acquirers, Other Promoters and Persons Acting in Concert) whose names appear on the Register of Members of PML and to the beneficial owners of the shares of PML whose names appear on the beneficial records of the respective depositories at the close of the business on 31.12.2003 (the Specified Date). b. ����������� Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement, Original Share Certificate (s) and Transfer Deed (s) duly signed to the Registrar to the Offer at Adroit Corporate Services Pvt. Ltd., either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on or before the close of the offer i.e.16.03.2004 in accordance with the instructions specified in the Letter of� Offer and the Form of Acceptance cum Acknowledgement. c. ����������� Beneficial Owners and Shareholders holding shares in the dematerialised form, will be required to send their Form of Acceptance cum Acknowledgement to the Registrar to the Offer either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e.16.03.2004, along with photocopy of the delivery instructions in �Off Market� mode or counterfoil of the delivery instruction in �Off Market� mode, duly acknowledged by the Depository Participant (�DP�) in favour of Adroit Corporate Services Pvt. Ltd. - PML Open Offer - Escrow Account, filled in as per the instructions given below:- ������������������ ����������� DP Name: Stock Holding Corporation Limited ������������������ ����������� Client ID No.: 18112021 ������������������ ����������� DP ID No.: IN301330 d. �� All owners of shares, registered or unregistered (except the Acquirers, Other Promoters, the Persons Acting� in Concert), who own the shares at any time prior to 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 the Name, Address, Number of� Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners. e. �� In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of� Shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. 16.03.2004. f. ��� The Registrar to the Offer will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company, who have accepted the offer, until the cheques/ drafts for the consideration and/ or the unaccepted shares/ share certificates are dispatched/ returned. g. ����������� 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. Shareholders whose shares are held in dematerialised form to the extent not accepted will be intimated by post for the non-acceptance. h. �� Shares, if any, that are subject matter� of litigation wherein the shareholder (s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of the cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end. i. ��� In accordance with Regulation 22(5)(A) of the Takeover Regulations, shareholders who have tendered requisite documents in terms of� Public Announcement and Letter of Offer shall have option to withdraw acceptance tendered up to 3 working days prior to the Offer Closing Date. The withdrawal option can be exercised by submitting the Form of Withdrawal (separately enclosed with the Letter of Offer) and the copy of the acknowledgement received from the Manager to the Offer while tendering the acceptance together with the following details: In case of physical share: Name, address, distinctive numbers, folio number, number of shares tendered/ withdrawn. In case of dematerialised shares: Name, address, number of shares tendered/ withdrawn, DP name, DP ID, Beneficiary Account number and a photocopy for 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 Depository Escrow Account.� � j. Shareholders who have sent their shares for demat need to ensure that the process of getting shares dematted is completed well in time so that the credit in the Escrow Account should be received on or before the date of closure of the Offer, i.e.16.03.2004� else the application would be rejected. k. The Marketable lot for the shares is 1 Share. l. Schedule of Activities pertaining to the Offer is given below:
8. General a. ����������� Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/ Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer� i.e. 16.03.2004 by the filling the withdrawal form attached herewith. The withdrawal form is also available on the SEBI website (www. sebi.com). b. �� The Acquirers (including PACs), Sellers and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s. 11B of SEBI Act. c. �� If there is any upward revision in the offer price before the last date of revision (i.e 05.03.2004) or withdrawal of the Offer, the same would be informed by way of Public Announcement in the same Newspapers where the original public Announcement appeared. Such revised offer price would be payable to all the shareholders who have tendered their shares any time during the offer and have been accepted under the offer. d.
�� If there is competitive bid: *���� The public offers under all the subsisting
bids shall close on the same date. *���� As the offer price cannot be revised during 7 working days prior to the closing date of the offers/ bids, it would, therefore, be in� the interest of shareholders to wait till the commecement of that period to know the final offer price of each bid and tender acceptance accordingly. e. ����������� Pursuant to Regulation 13 of the Regulations, The Acquirers have appointed Aryaman Financial Services Limited as Manager to the Offer and Adroit Corporate Services Pvt. Ltd. as the Registrar to the Offer. f. ��� The Acquirers (including PACs), accept full� responsibility for the information contained in this Announcement and also for the obligations of the Acquirers (including PACs) as laid down in the Regulations. g. �� For further details please refer to the Letter of� Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement is also available on SEBI�s website at www.sebi.com. Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement, which will be available on SEBI�s� website at www.sebi.com from the offer opening date i.e.16.02.2004 and apply in the same.
����������� On�
Behalf of:
Place: Mumbai����������������������� ����������������������� ����������� Date: 19.12.2003 ����������������������� ����������� ����������� � |
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