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PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF DLF UNIVERSAL LIMITED This Public Announcement is being issued by Doogar & Associates Limited, ("D&A"), Manager to the Offer, on behalf of Shri Rajiv Singh, DLF Investments Pvt. Ltd., Vishal Foods and Investments Pvt. Ltd., Raisina Agencies & Investments Pvt. Ltd., Renkon Agencies Pvt. Ltd., and Realest Builders & Services Ltd. (jointly called as "Acquirers") pursuant to Regulation 11 and as required under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("Regulations"). I .The Offer
Value per share as per NAV as on 31.03.1997 Rs. 182.00 Value per share as per PECV (PE of Construction Industry Average) as on 31.03.1997 Rs. 154.00 [Source of P/E: from the publication-"Capital Market" (website www.capitalmarket.com)] Value per share as per Return on Net Worth as on 31.03.1997 Rs. 165.00 The highest of the above is Rs. 182.00 Add: Interest for the period from 7th August, 1997 to 18th July, 2002 @15%p.a. (i.e. upto the expected date when the consideration under the offer would be paid) (rounded off to nearest rupee) Rs. 135.00 Fair Share Price Rs.317.00 In all the above computations, 08.04.1997 has been taken as the reference date as one of the Acquirers/PACs made the first purchase after the coming into force of the Regulations, of 100 shares which forms the part of 53,994 shares (representing 1.54%) as mentioned above, without making a public announcement. Had the Acquirers/PACs made a public announcement considering 08.04.1997 as reference date, the shareholders whose shares would have been accepted would have got the payment by August 6, 1997 in terms of the Regulations (i.e. after the maximum time limit of 120 days provided under the Regulations for completing the offer), therefore an interest of 15%p.a. is added for the period starting from 7th August, 1997 to 18th July, 2002 as shown above. The highest price of the shares of DLF traded at DSE during 12 months preceding the date of this Public Announcement was Rs.270/- (as certified by DSE). In view of the above, the Offer Price in terms of Regulation 20(3) of the Regulations is justified. (g) The Acquirers & PACs had acquired 32,775 shares in DLF from 09.04.1996 to 08.04.1997 (i.e. one year prior to the reference date specified by SEBI), the highest price and average price paid per share were Rs. 66.69 and Rs.51.07 respectively. They had, however, acquired no share in one year prior to the date of this Public Announcement. II. Information on Acquirers The details regarding the Acquirers is given as under:
The Acquirers, persons in control of the Acquirer companies and PACs form part of the same group. III. Information on Deemed Person(s) acting in concert (PACs)
IV. Information on DLF
The total income and profit after tax for nine months ending 31.12.2001 were Rs.25,142 lacs and Rs.2,393 lacs respectively.(Source: Quarterly results of DLF published for 3 quarters ended 31.12.2001.) V. Object of the Offer
(c) The acquirers and the PACs are currently holding 90.99% of the paid-up share/voting capital of DLF which is in excess of the permitted holding. The Acquirers/PACs had acquired a total of 1.54% of the total paid-up capital from the period 20.2.1997 till 24.1.2002 and with the result the present shareholding of the Acquirers i.e. 90.99% of the paid-up capital was acquired. The Acquirers/PACs approached SEBI that they have inadvertently made these purchases which were beyond the limits of Regulation 11(2) of the Regulations and have paid Rs. 5 lacs in terms of Section 15H of the Securities and Exchange Board of India Act, 1992 and has agreed to make an open offer to the shareholders of DLF in terms of the provisions of the Regulations. Thus as per directions issued by SEBI vide their letter dated 12.2.2002 the Acquirers are making this offer to acquire the remaining shareholding of 9.01% from the public shareholders of DLF. Excerpts relating to stipulations laid down by SEBI in their aforementioned letter are given hereunder:
into collaborations with any person and/ or bodies corporate which is in the normal / ordinary course of business. (e) The voting rights of the Acquirers as a result of this offer can go upto 100% if the offer is accepted in full. The paid up share capital and the voting rights of shareholders in DLF are one and the same. (f) No change in control/management of DLF is contemplated as the Acquirer/persons in control of Acquirer companies/ PACs already have control/ management of DLF.
The Offer is subject to following approval:
As on date of this Public Announcement, to the best of Acquirers� knowledge, there are no other statutory approvals required, other than that indicated above. The Acquirers will not proceed with the offer to the extent the statutory approval that is enumerated above being refused in terms of the Regulations.
Legal Advisors to the above Offer - Mr. Deepak Diwan & Mr. Lalit Kumar (Advocates), 9-A, Atma Ram House, 1, Tolstoy Marg, New Delhi � 110 001 Ph: 3314664, 3311507.
Issued by Manager to the Offer: Registrar to the Offer: Doogar & Associates Limited MCS Limited 13, Community Centre, Srivenkatesh Bhavan, East of Kailash, 212-A, Shahpurjat, New Delhi � 110 065 New Delhi- 110 049 Tel.:6472557,6419079,6218274 Tel.:( 011) 6494830 Fax : (011) 6219491 Fax:(011) 6494152 Contact Person: Mr. M.K. Doogar Contact Person: Mr. D.C. Verma Ms. Anvita Awasthi Mr. Amarjeet Singh
On behalf of the Acquirers and PACs Date: 10th April ,2002 Place : New Delhi
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