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PUBLIC
ANNOUNCEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF � BALWAS
e-COM INDIA LIMITED This Public Announcement is being issued by the
Manager to the Offer, i.e. Khandwala Securities Limited on behalf of IT People
Private Limited (hereinafter also referred to as �ITPPL�), pursuant to
Regulations 10 and 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. A.� The
Offer 1. Name
of the Acquirer: IT People Private Limited, a company
registered under the Indian Companies Act, 1956, having its registered office
at Unit No. 11, Goradia Industrial Estate, Goregaon (West), Mumbai � 400 062,
in the state of Maharashtra, India (hereinafter referred to as �the Acquirer�).
2. ITPPL
has entered into a share purchase agreement with (i) Mr. Hussein A. K. Balwa;
(ii) Mrs. Salma Hussein Balwa; (iii) Mr. Rafiq Hussein Balwa; (iv) Ms. Shabnam
Hussein (now known as Mrs. Shabnam Sohel Hafizi); (v) Mr. Zubair Ismail Balwa, aged 17 years represented by his lawful
guardian Mr. Ismail A. K. Balwa; (vi) Mr. Imran Ismail Balwa; (vii) Mrs. Saleha
Ismail Balwa; (viii) Mr. Ismail A. K. Balwa; (ix) Mr. Umar A. K. Balwa; (x) Mr.
Abdul Karim Ebrahim Balwa; (xi) Mrs. Sakina Abdul Karim Balwa; (xii) Mrs.
Waheeda Umar Balwa; (xiii) Mr. Suleman A. K. Balwa; and (xiv) Mrs. Sufiya
Suleman Balwa, being the present Promoter Group (hereinafter collectively
referred to as �the Vendors�) on Friday, December 27, 2002 to acquire 49,14,570
fully paid-up equity shares of face value of Rs. 10/- each of Balwas e-Com
India Limited (hereinafter referred to as �BEIL� or �the target company�)
representing 48.2620% of the total issued, subscribed and paid-up equity share
capital and voting rights of BEIL at a price of Rs. 2.50 (Rupee Two and Paise
Fifty Only) per fully paid-up equity share of face value of Rs. 10/- each
payable in cash. ITPPL, prior to the abovementioned purchase agreement acquired
a total of 14,78,730 fully paid-up equity shares of face value of Rs. 10/- each
of BEIL on Saturday, November 23, 2002 (4,97,830 equity shares); Tuesday,
November 26, 2002 (80,900 equity shares), Thursday, November 28, 2002 (2,99,997
equity shares and 3,00,006 equity shares) and Tuesday, December 3, 2002
(2,99,997 equity shares) representing 14.5214% of the total issued, subscribed
and paid-up equity share capital and voting rights of BEIL at a price of Rs.
2.20 (Rupee Two and Paise Twenty Only) per fully paid-up equity share of face
value of Rs. 10/- each on spot delivery contract basis from some of the public
shareholders. 3. Pursuant
to the aforesaid share purchase agreement dated Friday, December 27, 2002,
in compliance of Regulations 10 and 12 of the SEBI (SAST) Regulations, 1997,
the Acquirer now proposes to acquire 27,71,000 fully paid-up equity shares of
face value of Rs. 10/- of BEIL from the existing shareholders (other than the
parties to the share purchase agreement) through an open offer at a price of
Rs. 2.50 (Rupees Two and Paise Fifty Only) for the fully paid-up equity shares
of face value of Rs. 10/- each payable in cash. The proposed open offer
represents 27.2118% of the issued, subscribed and paid-up equity share capital
and voting rights of BEIL. As on March 31, 2002, BEIL had 4,72,400 partly
paid-up equity shares. All the partly paid-up equity shares have been forfeited
vide Board Resolution passed in their meeting held on Saturday, November 30,
2002. The voting rights of all the forfeited equity shares have been cancelled.
BEIL has informed the forfeiture of partly paid-up equity shares to The
Stock Exchange, Mumbai (hereinafter referred to as �BSE�) and The Stock
Exchange, Ahmedabad (hereinafter referred to as �ASE�) on Saturday, November
30, 2002. The open offer is not
subject to any minimum level of
acceptances from shareholders i.e. it
is not a conditional offer. 4. Equity
shares of BEIL are listed on BSE and ASE. Equity shares of BEIL are frequently
traded in terms of Regulation 20(5) of the SEBI (SAST) Regulations, 1997. ITPPL
has acquired a total of 14,78,730 fully paid up equity shares of face value of
Rs. 10/- each during the previous 12 months, representing 14.5214% of the total
issue, subscribed and paid-up equity share capital and voting rights of the
target company The offer price of Rs. 2.50 (Rupees Two and Paise Fifty Only)
per fully paid-up equity share of face value of Rs. 10/- each, is the
highest as per the following criteria: (i) The
offer price of Rs.2.50per equity share is same as the price of Rs. 2.50
per fully paid-up equity share of face value of Rs. 10/- each proposed to be
paid by the Acquirer under the share purchase agreement as stated in para �2.�
above. (ii) The
Acquirer has acquired a total of 14,78,730 fully paid-up equity shares of BEIL
from some of the public shareholders at a
price of Rs. 2.20 per fully
paid-up equity share of face value of Rs. 10/- each prior to the date of the
public announcement, within the last twenty six weeks. (iii) The
average of the weekly high and low of the closing prices of the equity shares
of BEIL for the previous twenty-six weeks in terms of Regulation 20(4)(c) of
SEBI (SAST) Regulations 1997 works out to Rs. 1.58 per fully paid-up
equity share of face value of Rs. 10/- each. (iv) The
average of the daily high and low of the closing prices of the equity shares of
BEIL for previous two-weeks in terms of Regulation 20(4)(c) of SEBI (SAST)
Regulations 1997 works out to Rs. 1.73 per fully paid-up equity share of
face value of Rs. 10/- each. 5. As
on date, the Acquirer holds 14,78,730 fully paid-up equity shares in BEIL
representing 14.5214% of the total issued, subscribed and paid-up equity share
capital and voting rights of BEIL.�����������
B.� The Acquirer 1. Name
and address of the Acquirer:� IT People Private Limited, Unit No. 11,
Goradia Industrial Estate, Goregaon (West), Mumbai � 400 062, in the state of
Maharashtra, India (Telephone No;(022) � 2-878-6023; Fax
No.(022)-2-876-7411;and E-mail address: mumbai@itpeoplein.com 2. Shareholding
pattern of ITPPL is as follows:
ITPPL
is managed through a Board of Directors constituting:
ITPPL
is professionally managed company. Mr. Ketan Seth is the largest shareholder of
ITPPL. He had promoted Orient Information Technology Limited, a listed company on
the Stock Exchange, Mumbai, the Stock Exchange, Ahmedabad and the National
Stock Exchange of India Limited ��� 3. ITPPL
is not a listed company. The paid-up equity share capital of ITPPL is Rs.
50,00,000/- as on December 24, 2002 (Rs. 15,020/- as on March 31, 2002). Total
income of ITPPL for the year 2001-02 is Rs. 36,63,249/- (Rs. 19,54,803/- for
the previous year 2000-01). ITPPL incurred a loss of Rs. 3,96,550/- for the
year 2001-02 (Rs. 4,747/- for the previous year 2000-01). Return on Networth,
Book Value and Earnings Per Share of ITPPL is negative as on March 31,
2002.�� 4. There
is no person acting in concert with the Acquirer. 5. ITPPL
was incorporated on February 12, 1999. ITPPL is presently engaged in the
business of providing IT Enabled Services and caters to the needs of Digital
Multi-media, Call Centres and Business Process Outsourcing (hereinafter
referred to as �BPO�)� C. Target Company �
Balwas e-Com India Limited�
D.�� Reasons for the acquisition and future plan
1. This
open offer to the public shareholders of BEIL is made for the purpose of
acquiring substantial acquisition of equity shares and gain management control
of BEIL. After the proposed acquisition of equity shares in BEIL, the Acquirer
will be able to exercise an absolute and effective management and operational
control over BEIL. 2. The
Acquirer is in IT Services business and the Directors have experience in IT
Sector. Acquisition of BEIL will thus be an expansion of the scope of the
business activities within IT Sector, as after the acquisition, the Acquirer
will have the ability to cater to the requirements of Digital Multi-media and
IT Enabled Services and BPO.�� 3. ITPPL
proposes to design, develop and implement various Multi-media projects and
provide IT Enabled Services within India and abroad through BEIL. ITPPL intend
to provide BPO services through BEIL.�� 4. The
Acquirer shall not sell; dispose-off or otherwise encumber any substantial
assets of BEIL, for succeeding two years, except in ordinary course of business
of BEIL. BEIL�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 BEIL, if so required by the law. E.�
Specific Approvals and Conditions of the Acquisition and the Offer 1. ITPPL
will make the requisite application to Reserve Bank of India (hereinafter
referred to as �RBI�) for acquisition of equity share from Non Resident shareholders,
if any, pursuant to provisions of Foreign Exchange Management Act, 1999
(hereinafter referred to as �FEMA�). 2. As
on date of Public Announcement, to the best of the knowledge of the Acquirer,
no other statutory approvals and consents are required. However, the open offer
would be subject to all statutory approvals as may be required and / or may
subsequently become necessary to acquire equity shares at any later date. � 3. The
Acquirer shall complete all procedures relating to the open offer including
payment of consideration within a period of 30 days from the offer closing date
to those shareholders whose share certificates and / or other documents are
found valid and in order and are approved for acquisition by the Acquirer.� In case of delay due to non-receipt of
statutory approvals as per proviso to Regulation 22(12) of the SEBI (SAST)
Regulations 1997, SEBI may, if satisfied that the non- receipt of approvals was
not due to the wilful default or negligence of the Acquirer, grant an extension
for the purpose of completion of the open offer, subject to the Acquirer paying
to the shareholders interest as may be specified by SEBI for the delay beyond
30 days. Further, if the delay occurs due to the wilful default by the Acquirer
in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST)
Regulations 1997 will be applicable. 4. Syndicate
Bank is a term lender to BEIL and has an outstanding Term Loan and accrued
Interest of Rs. 52,81,649/- (Rupees Fifty Two Lacs Eighty One Thousand Six Hundred
and Forty Nine Only) as on March 31, 2002 as per the Annual Report for the year
2001-02. The Acquirer proposes to make an application to Syndicate Bank, S. V.
Road, Malad (West), Mumbai � 400 062 to obtain its �No Objection� for the said
open offer, which will result in change of management. �F. Option to the Acquirer
in terms of regulation 21(3) 1. The
Acquirer does not intend to exercise the de-listing option provided in
Regulation 21(3) of SEBI (SAST) Regulations, 1997. G.�
Financial Arrangements 1. For
this open offer, the total requirement of funds is Rs. 69,27,500/- (Rupees
Sixty Nine Lacs Twenty Seven Thousand and Five Hundred Only) for acquisition of
27,71,000 fully paid-up equity shares of Rs. 10/- each. The Acquirer has
already made firm financial arrangements for the financial resources required
to implement the open offer in full. The financial resources required for the
proposed acquisition of equity shares for this open offer are being partly
sourced from the cash surplus and liquid assets available with ITPPL and the
shareholders of ITPPL have committed to provide additional cash in the form of
share capital and/or other means in ITPPL to meet the total liability. 2. Pursuant
to the provisions of Regulation 28 of the SEBI (SAST) Regulations, 1997, the
Acquirer has opened an Escrow Account
with IndusInd Bank Limited, IndusInd House, 425 Dr. Dadasaheb Bhadkamkar Marg,
Mumbai-400 004. (Telephone Nos.: (022) � 2-3857474 / 9494; Fax No.: (022) �
2-385-9913). The Acquirer has deposited, in the Escrow Account, a sum of Rs. 17,50,000/- (Rupees Seventeen
Lacs and Fifty Thousand Only) being 25.26% of the total consideration payable
under the open offer. 3. �Mr.Tushar M. Lehri, proprietor of M/s Tushar
M Lehri & Associates (4, Liberty Apartment, 80-A, Sarojini Road, Vile Parle
(West), Mumbai-400 056; Membership No.36797, Telephone No. 022-2617 4465) vide
his certificate dated Friday December 27, 2002 have confirmed that
adequate liquid resources in excess of Rs. 69,27,500/- (Rupees Sixty Nine Lacs
Twenty Seven Thousand and Five Hundred Only) will be made available by the
Acquirer to implement the open offer in full. 4. The
Acquirer has empowered Khandwala Securities Limited, Manager to the Offer, to
operate and realise the monies in the Escrow Account in terms of the SEBI
(SAST) Regulations, 1997. 5. Khandwala
Securities Limited, Manager to the Offer, hereby confirms that the firm
arrangements for funds and money for payment through verifiable means are in
place to fulfil the offer obligations. H.� Other
Terms of the Offer 1. The offer is not a
Conditional Offer. 2. Letters
of Offer (hereinafter referred to as �LoF�) will be despatched to all the
equity shareholders of BEIL, whose names appear in its Register of Members,
except the Acquirer and parties to the share purchase agreement, on Wednesday,
January 22, 2003, being the
Specified Date. The shareholders
of BEIL, who do not receive the LoF, the Form of Acceptance (hereinafter
referred to as �FoA�) and the Form of Withdrawal (hereinafter referred to as
�FoW�), may obtain the same from the Acquirer and / or the Manager to the Offer
and / or Registrars to the Offer, any time on or before the closure of the open
offer. Accidental omission to dispatch LoF to any member entitled to this
open offer or non-receipt of the LoF by any member entitled to this open offer
shall not invalidate the open offer in any manner whatsoever. � 3. The
open offer is open to all the equity shareholders of BEIL except the Acquirer
and the parties to the share purchase agreement, irrespective of whether or not
his / her / their names appear in the Register of Members of BEIL. All the
other shareholders who own equity shares in BEIL anytime before the date of
closure of the open offer are eligible to participate in the open offer. Procedure for making
Application in the Open Offer (a) All
the shareholders of BEIL are free to offer his / her / their equity shares to
the Acquirer, in whole or part. (i)
Shareholders of BEIL who wish to
participate in this open offer will have to submit the following documents with
the Registrars to the Offer by hand delivery or by registered post, so as to
reach them on or before 1700 hours on
Wednesday, March 19, 2003. In case of Physical
Shares (i)
Form of Acceptance, duly completed in all
respects and signed by all the joint shareholders in the same order and as per
the specimen signature(s) registered with BEIL. (ii)
Relevant Original Share Certificate(s). (iii)
Valid Share Transfer Deed(s), duly signed
(in case the equity shares are held in joint names, by all the shareholders and
in the same order as appearing in the Register of Members of BEIL or on the
Share Certificate issued by BEIL) as per the specimen signature(s) lodged with
BEIL and witnessed by an independent witness (if possible, by a Notary Public
or a Bank Manager or a Member of a recognised stock exchange with his
membership number). Please do not fill
in any other details in the Share Transfer Deed. In the event that a
shareholder needs additional Share Transfer Deed(s), the same can be obtained
from the Registrars to the Offer. (iv)
Where a Constituted Attorney executes the
Transfer Deed(s), please attach a copy of the Power of Attorney duly certified
as a �True Copy� by a Notary Public or a Gazetted Officer. In case the equity
shares are held by a Company / Body Corporate, then also attach a certified
True Copy of a valid Board Resolution giving authority and certified True Copy
of the Memorandum and Articles of Association of such Company / Body Corporate.
(v)
Shareholders who own physical equity
shares of BEIL, but are not registered holders, can tender their equity shares
for purchase by the Acquirer, by communicating his / her / their desire to
tender, in writing to the Manager to the Offer and / or to the Registrars to
the Offer and obtain from them a copy of the LoF, FoA, FoW and Transfer Deed(s)
and lodge the same along with the relevant Share Certificate(s) and other
documents, as mentioned hereinabove together with the Original Contract Note(s)
issued by a registered Stock Broker of a recognised Stock Exchange, at the address of Registrars to the Offer
as mentioned below. In case of non-availability / non-receipt of the LoF, FoA,
FoW and Share Transfer Deed(s), an
un-registered shareholder can send his / her / their application to the
Registrars to the Offer on a plain paper stating the name, address,
number of equity shares held, folio number(s), certificate number(s),
distinctive number(s) and number of equity shares tendered along with the
relevant documents as mentioned hereinabove, so as to reach them on or before
1700 hours on Wednesday, March 19, 2003. In case of De-mat
Shares (i)
Form of Acceptance, duly completed in all
respects and signed by all the joint shareholders in the same order and as per
the specimen signature(s) registered with Depository Participant (hereinafter
referred to as �DP�). (ii)
A copy of the original Delivery
Instruction(s) or the counterfoil of the Delivery Instruction(s) duly
acknowledged by their DP. (iii) The Registrars to the Offer has opened a DP Account in the name and style of ��Bigshare Services Pvt. Ltd- Escrow Account-Balwas E-com India Ltd.-Open Offer� - Depository Account� with IndusInd Bank Ltd, IndusInd House, 425,Dadasaheb Bhadkamkar Marg, Lamington Road, Mumbai-400 004The Delivery Instruction(s) should be marked as �Off-Market Trade� only, made for delivery to the de-mat Account of the Acquirer as follows:
Shareholders
having their beneficiary account with Central Depository Services (India)
Limited (hereinafter referred to as �CDSL�) will have to use an
inter-depository Delivery Instruction Slip for the purpose of crediting their
equity shares in favour of aforesaid depository account of the Acquirer opened
with National Securities Depository Limited (hereinafter referred to as NSDL�). �� (iv)
For
each Delivery Instruction, the beneficial owner shall submit a separate FoA. (v) In case of equity shareholders who hold equity shares in de-mat form but do not receive the LoF, FoA or in case of its non-availability, then such shareholder can send his / her / their application to the Registrars to the Offer on a plain paper along with the details such as DP name, DP ID No., Beneficiary Account No. etc. The beneficial owners who hold the equity shares in de-mat form must enclose a photo copy of the original Delivery Instruction(s) or the counterfoil of the Delivery Instruction(s) duly acknowledged by their Depository Participant along with the FoA to constitute the Form of Acceptance as valid. The Delivery Instruction(s) should be marked as �Off-Market Trade� only, made for delivery to the de-mat Account of the Acquirer as follows: < border=1 cellspacing=0 cellpadding=0 width=666 style='width:499.5pt; margin-left:1.0in;border-collapse:collapse;border:none;mso-border-alt:solid windowtext .5pt; mso-padding-alt:0in 5.4pt 0in 5.4pt'> | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DP Name |
: |
�����
IndusInd Bank Ltd. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DP � ID |
: |
�����
IN-300159 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Beneficiary ID |
:���
|
�����
10326022 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
ISIN |
: |
�����
INE354B01011 |
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Shareholders
having their beneficiary account with CDSL will have to use an inter-depository
Delivery Instruction Slip for the purpose of crediting their equity shares in
favour of aforesaid depository account of the Acquirer opened with NSDL.
Shareholders
who have sent their equity shares for de-mat, must ensure that the process of
conversion of physical shares into electronic mode is completed in time so that
the same could be credited in the aforesaid depository account of the Acquirer
on or before the date of closure of the open offer, i.e. Wednesday, March
19, 2003, else the application is liable to be rejected. ���
Additional documents
(for physical as well as de-mat shares):
(b) In
case of Non-resident equity shareholders, Foreigners, Foreign Companies or Foreign
Institutional Investors photocopies of the approval(s) by RBI for acquiring and
holding equity shares in BEIL.
(c) In
case the equity shares stand in the name of a sole shareholder, who is
deceased, a Notarised copy of the legal representation obtained from a
Competent Court.
(d) Collection
Centres and availability of LoF, FoA, FoW and Share Transfer Deed(s)
LoF, FoA, FoW and Share Transfer Deed(s) will be available and can
be submitted at the office of Registrars to the Offer at the following address between
working hours on any working day during the period the open offer is open i.e. Monday,
February 17, 2003 to Wednesday, March 19,
2003 (other than on Sundays and
Bank Holidays). For tendering the equity shares in the open offer, the completed FoA should be sent by Hand
Delivery or Registered Post� at the
office of Registrars to the Offer at the following address �so as to reach on or before 1700 hours on
Wednesday, March 19, 2003 (i.e. the date of closure of the
open offer) and in case of withdrawal of the application, the completed FoW should be sent by Hand Delivery or
Registered Post at the
office of Registrars to the Offer� at
the following address so as to reach on
or before 1700
hours on Wednesday, March 12, 2003 (the last date for withdrawal):
Bigshare services Pvt. Ltd.
E-2, Ansa Industrial Estate , Saki Vihar Road, Sakinaka,
Andheri (East), Mumbai-400 072.
Tel.Nos.(022)-2-856-0652/53; Fax No.: ( 022)-2-852-5207
Contact Person: Mr.
Varghese P.A.
Mode of Delivery:
Registered Post / Hand Delivery
4. The
LoF, FoA and FoW are also available on the SEBI�s web-site: http://www.sebi.gov.in/. Shareholders can
download FoA and / or FoW for making application or withdrawing the earlier
application as the case may be. This is an alternative available to the
shareholders.
5. No
indemnity is required from the unregistered shareholders.
6. Basis of Acceptance
In
the event the equity shares tendered in the open offer exceed the total number of
equity shares offered to be acquired by the Acquirer, the acceptance per
shareholder will be arrived at as under:
a) In
case of an applicant holding equity shares in physical form is less than the
minimum market lot (i.e. less than 100 equity shares) and offering his / her/
their entire shareholding, the Acquirer will accept such entire quantity
tendered in the open offer.
b) In
case of de-mat equity shares tendered, the acceptance from the shareholder
shall be on proportionate basis irrespective of the number of equity shares
tendered in open offer, subject, however, to the rounding-off of any fraction
to the nearest full number.
c) In
case of equity shares in physical form, other than those mentioned in �(a)�
above, the acceptance from the shareholder would also be on proportionate
basis, in such a manner that creation of odd lots is avoided as far as
possible.
d) The
proportionate basis of acceptance will be:
Total
number of equity shares to be acquired by the Acquirer divided by the total
number of equity shares tendered under the open offer to the Acquirer
multiplied by the number of equity shares tendered by the applicants.
����������� In
case the application of such a formula is impracticable owing to any reason,
the acceptances will be worked out on fair and equitable basis and in
consultation with a representative of SEBI, if required.
7. The
Registrars to the Offer will hold in trust the equity shares� / share certificates (along with the Share
Transfer Deed(s)) / shares in de-mat form, in the aforesaid depository account
of the Acquirer until the Acquirer completes all of its obligations under the
open offer in accordance with the SEBI (SAST) Regulations, 1997. The
shareholders whose equity shares are rejected / withdrawn from the open offer,
shall be returned by Registered Post along with all the required
documents / released in favour of the beneficial owner�s depository account.
8. The
schedule of key events of the offer is as below:
|
Sr. No. |
Particulars |
Day
|
Expected Date
|
|
1.
|
Specified Date |
�Wednesday |
January
22,2003 |
|
2.
|
Date of dispatch of
Letter of Offer to the Shareholders |
�Tuesday |
February
11, 2003 |
|
3.
|
Date of Opening the
Offer |
Monday |
February
17,2003 |
|
4.
|
Last date of
withdrawal of offer by Shareholders |
�Wednesday |
March
12,2003 |
|
5.
|
Date of Closing the
Offer |
Wednesday |
March
19, 2003 |
|
6.
|
Last Date for a
Competitive Bid(s) |
�Thursday |
January
23, 2003 |
|
7.
|
Last Date for the
Revision of the Offer Price / No. of Equity Shares. |
Thursday |
March
6, 2003 |
|
8.
|
Date of Communicating
Rejections / Acceptance and Payment of Consideration for the Applications
Accepted. |
�Thursday |
April 17,
2003 |
I. General
1. �In accordance with Regulation 22(5A) of SEBI (SAST)
Regulations 1997, shareholders who have accepted the offer by tendering the
requisite documents, in terms of the Public Announcement / Letter of Offer,
shall have option to withdraw the same upto
three working days prior to the date of closure of the open offer.
The withdrawal option can be exercised by submitting the document as per the
instruction below, so as to reach the Registrars to the Offer at� at it�s office mentioned above as per the
mode of delivery indicated therein on or before 1700 hours on Wednesday,
March 12, 2003. The withdrawal option can be exercised by submitting FoW or
in case of non-receipt of the FoW, by applying on the plain paper
along with the following details / documents:
(a) In
respect of physical shares: Name, Address, Distinctive No., Folios Number and
Number of equity shares tendered.
(b) In
respect of dematerialised share: Name, address, number of shares tendered, DP
name, DP ID, beneficiary account number, photocopy of the Delivery Instructions
in �Off- Market Trade� duly acknowledged by the DP.
(c) A
copy of the acknowledgement received from the Registrars to the Offer
while tendering the equity shares.
2. Should
the Acquirer decide to revise the offer price upwards, such upward revision in
offer price will be made in accordance with Regulation 26 of the SEBI (SAST)
Regulations, 1997, not later than Thursday, March 6, 2003 i.e. seven
working days prior to the offer closing date. If the offer price is revised
upward, such revised price will be payable to all the shareholders who have
accepted this offer and submitted their equity shares at any time during the
period between the offer opening date and offer closing date to the extent
their equity shares have been verified and accepted by the Acquirer. Any such
upward revision will be announced in the same newspaper in which the public
announcement appears.
3. If there is/ are
competitive bid(s):
(a) The open offers under all the
subsisting bids shall close on the same date.
(b)
As
the offer price cannot be revised during seven 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.
4. BEIL
has forfeited all the partly paid-up equity shares. There is no partly paid-up
equity share of BEIL.
5. The
Acquirer or the Vendors or BEIL have not been prohibited by SEBI from dealing
in securities, in terms of direction issued under Section 11B of SEBI Act,
1992.
6. The
Public Announcement is also available on the SEBI website at http://www.sebi.gov.in/.
7. The
Manager to the Offer, Khandwala Securities Limited, has issued this Public
Announcement on behalf of the Acquirer, viz., ITPPL.
8. The
Offer Price is denominated and payable in Indian Rupees only.
9. All
the communication in connection with the FoA and / or FoW should be addressed
to the Registrars to the Offer as mentioned below, with full name of the sole /
first applicant, folio number, DP / Beneficiary Account details, number of
equity shares tendered, date of lodgement of the application and other relevant
particulars.
10. The Acquirer, ITPPL and all the Directors of ITPPL accept full responsibility for the information contained in this Public Announcement and also for the obligation of the Acquirer laid down in the SEBI (SAST) Regulations, 1997 and subsequent amendments made thereof.
Issued by
MANAGER TO THE OFFER
Khandwala
Securities Limited
Contact Person: Mr. Rajnish Rangari (VP-
IBG)/Ms. Rachana Paprunia (Manager - IBG)
Ground
Floor, Vikas Building, Green Street, Fort, Mumbai
- 400 023
Tel.
Nos.: (022) � 2-264 2300; Fax Nos.: (022) � 2-264-2797/ 2-261-5172;
�E-mail: ibg@kslindia.com
SEBI
Registration No.: INM000001899
On
behalf of the ACQUIRER
IT People Private Limited
Unit
No. 11, Goradia Industrial Estate, Goregaon (West),
Mumbai
� 400 062, Maharashtra, India
Telephone
No.: (022) � 2-878-6023 Fax No.(022)-2-876-7411
E-mail
address: mumbai@itpeoplein.com.
Bigshare
Services Private Limited
Contact person:
Mr.Varghese.P.A
E-2, Ansa Industrial Estate, Saki Vihar, Road,
Sakinaka, Andheri (East), Mumbai � 400 072
Telephone
Nos.: (022) � 2-856-0652/53; Fax No.: (022) � 2-852-5207
REGISTRARS TO THE OFFER
|
Bigshare
Services Private Limited Contact person:
Mr.Varghese.P.A E-2, Ansa Industrial Estate, Saki Vihar, Road,
Sakinaka, Andheri (East), Mumbai � 400 072 Telephone
Nos.: (022) � 2-856-0652/53; Fax No.: (022) � 2-852-5207 |
Place: Mumbai. �������������������������������������������������������������������������������������������� Date:
Thursday, January 2, 2003
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