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      Home Back   
     

    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

    1. The Acquirers are making an Offer to acquire 3,16,237 equity shares ("shares") of Rs. 10/- each fully paid up representing 9.01% of the paid up/ voting equity share capital, being the balance outstanding equity share capital of "DLF Universal Limited" ("DLF" / "the Target Company") at a price of Rs. 317/- (Rupees Three Hundred and Seventeen only) per fully paid up equity share ("Offer Price") payable in cash subject to the terms and conditions mentioned hereinafter.

    2. The Acquirers along with the persons acting in concert ("PACs" viz. Shri K.P.Singh, Smt. Indira K.P.Singh, Smt.Renuka Talwar, Miss Pia Singh, Smt. Kavita Singh, Prem Traders & Investments Pvt. Ltd., Jhandewalan Ancillaries and Investments Pvt. Ltd., Universal Management & Sales Pvt. Ltd., Savitri Studs & Farming Company Pvt. Ltd., Panchsheel Investment Company, Rajdhani Investments & Agencies Pvt. Ltd., Buland Consultants & Investment Pvt. Ltd., Haryana Electrical Udyog Pvt. Ltd., Megha Estates Pvt. Ltd., Lyndale Estates Pvt. Ltd., Macknion Estates Pvt. Ltd., Sidhant Housing and Development Company, Madhur Housing and Development Company, Kohinoor Real Estates Company and Mallika Housing Company) are holding 31,91,770 fully paid up shares of Rs.10/- each, representing 90.99 % of the paid up share/voting capital of DLF.

    3. As on the date of coming into force of the Regulations, the Acquirers and PACs had held 31,37,776 shares, constituting 89.45 % of the paid up share/voting capital of DLF.Thereafter, the Acquirers/PACs purchased additional 53,994 shares (representing 1.54 % of the paid up share/voting capital), over the years till 24.01.2002, which was beyond the permissible limit under the Regulations. On an application made to Securities and Exchange Board of India ("SEBI") by Shri Rajiv Singh, one of the Acquirers, SEBI has stipulated that a public offer ("Open Offer") be made to buy out the remaining shareholding from the public.

    4. The Offer is not subject to any minimum level of acceptances from shareholders.

    5. The shares of DLF are listed/ permitted to trade only at Delhi Stock Exchange ("DSE")..

    6. As the shares of DLF were infrequently traded in six months prior to 08.04.1997 (i.e. the date when the first purchase in excess of the limits prescribed under Regulation 11 of the Regulations was made) and as on date, in terms of Regulation 20(3) of the Regulations the Offer Price is determined by the issuer and Merchant Banker taking into account the following parameters:

    1. Negotiated price under an agreement as referred to under Clause 3(a) of Regulation 20 of the Regulations. There has been no negotiated price so referred.

    2. Price paid by the Acquirers as referred to under Clause 3(c) of Regulation 20 of the Regulations under a preferential allotment made to them or to PAC with them, at any time during the 12 months period upto the date of closure of offer. There has been no preferential allotment to the Acquirers or PACs from 01.01.1996 to the current date.

    3. The highest price of shares of DLF for the 26 weeks ending 08.04.1997 (i.e the reference date for determining the frequency of trading of shares as stipulated by SEBI) was Rs. 67/-.

    4. In view of the above, the computation has to be made under the remaining clause i.e. clause (d) of Regulation 20 (3) of the Regulations which is as under:

    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:

    1. Shri Rajiv Singh, r/o 16-A, Aurangzeb Road, New Delhi � 110 011is a Business Executive having an experience of 19 years with a Net Worth of Rs.1,53,64,147/- (Rupees One Crore Fifty Three Lacs Sixty Four Thousand One Hundred and Forty Seven Only) as on 02.04.2002 duly certified by Shri Ajay Gupta (Membership No.89279) of Ajay Om & Associates (Chartered Accountants), BM � 23, (Poorvi), Shalimar Bagh, Delhi.

    2. DLF Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under the Companies Act, 1956 on 23.03.1971 and is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh & Miss Pia Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the Company. The total turnover including other incomes and profit after tax for the year ending 31.03.2001 were Rs.18.38 lacs & Rs.11.08 lacs respectively. For the year ended 31.03.2001, the return on net worth was 24.82 %, book value per share was Rs.4,464 and Earning per share was Rs. 911.

    3. Vishal Foods and Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under the Companies Act, 1956 on 15.12.1973 and is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the Company. The total turnover including other incomes and profit after tax for the year ending 31.03.2001 were Rs.7.79 lacs & Rs.6.11 lacs respectively. For the year ended 31.03.2001, the return on net worth was 6.67 %, book value per share was Rs. 6,109 and Earning per share was Rs. 137.

    4. Raisina Agencies & Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under the Companies Act, 1956 on 24.11.1973 and is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Miss Pia Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the Company. The total turnover including other incomes and profit after tax for the year ending 31.03.2001 were Rs.6.00 lacs & Rs.4.92 lacs respectively. For the year ended 31.03.2001, the return on net worth was 12.52 %, book value per share was Rs. 3,931 and Earning per share was Rs. 117.

    5. Renkon Agencies Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under the Companies Act, 1956 on 28.11.1984 and is presently controlled by Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar. The income of the company is mainly derived from interest on inter corporate deposits. The total turnover including other incomes and profit after tax for the year ending 31.03.2001 were Rs. 7.79 lacs & Rs. 4.62 lacs respectively. For the year ended 31.03.2001, the return on net worth was 6.46 %, book value per share was Rs. 1,425 and Earning per share was Rs. 92.

    6. Realest Builders & Services Ltd. having its Regd. Office at DLF Centre, Sansad Marg, New Delhi-110 001 was incorporated as a private limited company on 06.04.1981 and subsequently became a deemed public company under Section 43A of the Companies Act, 1956 w.e.f 21.08.1984 as DLF Builders & Developers Ltd. The name of the company was changed to Realest Builders & Services Limited on 20.08.1997.The company became a public limited company under Section 21 of the Companies Act, 1956 on 06.10.1999.The company is presently controlled by Shri Rajiv Singh, Smt. Kavita Singh, Miss Pia Singh, Vishal Foods & Investments Pvt. Ltd., DLF Investments Pvt. Ltd., and Raisina Agencies & Investments Pvt. Ltd. The company is engaged in real estate activities and the main source of income is from sale and purchase of properties and interest from inter corporate deposits. The total turnover including other incomes and profit after tax for the year ending 31.03.2001 were Rs. 146.36 lacs & Rs. 33.81 lacs respectively. For the year ended 31.03.2001, the return on net worth was 8.95 %, book value per share was Rs. 756 and Earning per share was Rs. 68. The company is not listed at any stock exchange.

    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)

    1. Shri K.P.Singh, Smt. Indira K.P.Singh, Miss Pia Singh, all r/o of 14, Aurangzeb Road, New Delhi-110 011, Smt. Renuka Talwar, r/o 14-A, Aurangzeb Road, New Delhi-110 011, Smt. Kavita Singh, r/o 16-A, Aurangzeb Road, New Delhi-110 011, Prem Traders & Investments Pvt. Ltd., Jhandewalan Ancillaries and Investments Pvt. Ltd., Universal Management & Sales Pvt. Ltd., Savitri Studs & Farming Company Pvt. Ltd., Panchsheel Investment Company, Megha Estates Pvt. Ltd., Lyndale Estates Pvt. Ltd., Macknion Estates Pvt. Ltd., Sidhant Housing and Development Company, Madhur Housing and Development Company, Kohinoor Real Estates Company and Mallika Housing Company, all having Regd. Offices at DLF Centre, Sansad Marg, New Delhi � 110 001, Rajdhani Investments & Agencies Pvt. Ltd., Haryana Electrical Udyog Pvt. Ltd., both having Regd. Offices at Shopping Mall, DLF Qutab Enclave Complex, Phase�I, Gurgaon, Haryana, Buland Consultants & Investment Pvt. Ltd., having its Regd. Office at Civil Lines, Adjacent to Telephone Exchange, Bulandshahr, U.P., are the persons deemed to be acting in concert with the Acquirers.

    2. The PACs (including persons controlling the Acquirer companies) and the Acquirers who are individuals are the family members and the Acquirer/PAC companies are controlled by such individuals.

    3. There has not been any formal agreement entered into by the Acquirer and PACs and the PACs do not directly form a part of this offer.

     

    IV. Information on DLF

    1. DLF having its Registered Office at Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgaon-122 002 (Haryana) [originally known as �American Universal Electric (India) Ltd.� ("AUE")] was incorporated on 4th July, 1963 with the Registrar of Companies, Punjab and Himachal Pradesh with the object to carry on business, inter alia, as manufacturers and dealers of all kinds of electric motors and in particular fractional horse power motors and all accessories, articles, apparatus, equipments and goods promoting the use of electric motors. The name of DLF was changed to DLF Universal Electric Ltd. on 18th June, 1980 and later on to DLF Universal Ltd. on 28th May, 1981. Presently, DLF is mainly engaged in business/activities of real estate, construction and development of residential colonies/complexes as well as commercial complexes and leasing of assets.

    2. The total listed paid up equity share capital of DLF as on the date of this Public Announcement is Rs.3,50,80,070/- comprising of 35,08,007 fully paid shares of Rs.10/- each. As on date of this Public Announcement, there are no partly paid up shares.

    3. DLF, presently, has 21 subsidiary companies which apart from activities relating to real estate and construction, are engaged in development of golf resorts, power generation and supply, property management & maintenance, cultivation, consultancy and rendering of financial services.

    4. The shares of DLF are presently listed at DSE only.

    5. DLF along with its subsidiaries/ associate companies has a record of having developed twenty five large size colonies in and around Delhi and some of the prestigious colonies of Delhi, constructed by DLF are Model Town, Greater Kailash-I, Greater Kailash-II, South Extension-I, South Extension-II, Hauz Khas, Kailash Colony, Rana Pratap Bagh, Rajouri Garden, etc. DLF along with its subsidiaries / associates companies is presently developing a large residential / commercial township known as DLF City in Gurgaon (earlier known as DLF Qutab Enclave Complex) on Delhi-Haryana border as well as has developed other large residential projects in the State of Uttar Pradesh viz. Dilshad Garden and Ankur Vihar. The residential / commercial projects at Gurgaon consists of many multi-storeyed residential and commercial complexes along with plotted colony. At present, the on going projects of DLF along with its subsidiaries/ associate companies include commercial projects viz., DLF City Centre, Mega Mall (Shopping Mall), Silokhra and Centre Court (Office Complexes) and residential projects viz., Wellington Estate, Princeton Estate, Carlton Estate, Exclusive Floors, Regent House, Belvedere Towers, Belvedere Park and Trinity Towers.

    6. Based on the last available audited accounts, the total income and profit after tax for the year ending 31.03.2001 were Rs.24,588 lacs and Rs.2,710 lacs respectively. As on 31.03.2001, the paid up share capital was Rs. 350.80 lacs, reserves and surplus (excluding revaluation reserve) was Rs.21,730 lacs and the net worth was Rs. 22,081 lacs. For the year ending 31.03.2001, the return on net worth was 12.27%, book value per share was Rs. 629.45 and Earning per share was Rs.77.25.

    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

    1. The offer to the shareholders of DLF is made in accordance with Regulation 11 of the Regulations.

    2. The prime object of the offer is to consolidate the holding of the Acquirers of DLF for the purpose of delisting of the shares of DLF from DSE and to comply with the Regulations.

    (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:

    1. The Acquirers shall make an open offer to all the remaining non-promoter (i.e. public) shareholders of the target company (DLF) (who collectively hold 9.01% of paid up shares/voting rights as on 24.01.2002) in terms of the Regulations taking 08.04.1997 as the reference date for determining the frequency of trading in terms of Explanation (i) to Regulation 20(3) and further, justify the offer price in terms of Regulation 20(6) read with the parameters under Regulation 20(2) and/or Regulation 20 (3) as may be applicable.

    2. The Acquirer shall pay interest @ 15% p.a. for the delayed period i.e. from 07.08.1997 till the actual date of payment of consideration to the shareholders in the open offer to be made by the acquirer.

    3. The Acquirer shall make the public announcement for the said open offer within a period of 2 months from the date of the letter from SEBI (which was 12.02.2002) i.e. April 11,2002.

    1. As of now the Acquirers have plans in the succeeding two years from the date of closure of offer to encumber assets of DLF through sale, mortgage, pledge, gift, donations, entering into partnerships with individuals and/or body corporates, restructuring by way of mergers, amalgamation, de-mergers, spin off, etc., entering

    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.

    1. Delisting of Shares

      As the proposed public offer is in respect of public shareholding of less than 10% of the paid up share / voting capital of DLF, the Acquirers shall exercise the option of delisting DLF by making an offer to buy out the outstanding shares remaining with the shareholders at the same offer price within a period of 3 months from the date of the closure of the public offer.

    2. Statutory Approvals / Other Approvals required for the Offer

    The Offer is subject to following approval:

    1. Approval from Reserve Bank of India ("RBI") under Foreign Exchange Management Act, 1999 ("FEMA") to purchase shares from non -resident shareholders, if any.

    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.

    1. The Offer would be subject to all other statutory approvals that may become applicable at a later date before the completion of offer.

    2. The Acquirers will make the requisite application to RBI to obtain permission for the acquisition of shares from the non resident shareholders.

    3. SEBI has the power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirers agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22 (12) of the Regulations if there is any delay in receipt of statutory approval. If, however, the delay in obtaining the requisite approval takes place on account of any willful default by the Acquirers then provision contained in Regulation 22 (13) of the Regulations will also become applicable.

    1. Financial Arrangement

     

    1. The Acquirers have made firm financial arrangements to meet the obligation under the offer in full. As per the Net Worth Certificates issued by Shri Ajay Gupta (Membership No.89279) of Ajay Om & Associates (Chartered Accountants), BM � 23, (Poorvi), Shalimar Bagh, Delhi the Net Worth of all the Acquirers is Rs.11,97,56,887/- (Rupees Eleven Crores Ninety Seven Lacs Fifty Six Thousand Eight Hundred and Eighty Seven Only).Further, as per the Certificates there are adequate liquid funds to finance the purchase of all the shares for which the present offer is being made.

    2. The total fund requirements for the acquisition of 3,16,237 shares at Rs.317/- per share is Rs.10,02,47,129/- (Rupees Ten Crores Two Lacs Forty Seven Thousand One hundred and Twenty Nine only). In accordance with Regulation 28 of the Regulations, the Acquirers have created an Escrow Account in the form of a bank guarantee, issued by ICICI Bank Ltd, Connaught Place Branch, New Delhi, valid upto Wednesday, 31st July, 2002 in favour of "Doogar & Associates Limited", Manager to the Offer, for an amount of Rs. 2,50,61,782/- (Rupees Two Crores Fifty Lacs Sixty One Thousand Seven Hundred and Eighty Two only) being 25% of the total consideration payable to shareholders under the offer. Further, the Acquirers have also made a cash deposit of Rs. 10,02,471/- (Rupees Ten Lacs Two Thousand Four Hundred and Seventy One only) with Bank of Baroda , East of Kailash Branch, New Delhi-65, being 1% of the total consideration payable as and by way of security for the fulfilment of the obligations in terms of Regulation 28(10) of the Regulations. The amount for the Escrow Account and a cash deposit of 1% by way of security is provided by Realest Builders & Services Limited, one of the Acquirers.

    3. The funds for the purchase of shares that would be tendered pursuant to the Offer shall be provided for by one or more of the Acquirers viz. 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.

    4. The Acquirers have authorized D & A, Manager to the Offer to operate and realize the value of the Escrow Account in terms of the Regulations.

    5. In terms of Regulation 28(13), in case of non-fulfillment of obligations by the Acquirers, the Manager to the Offer shall ensure realisation by way of invocation of bank guarantee.

    6. The Manager to the Offer has satisfied itself about the Acquirers� ability to implement the offer in accordance with the Regulations.

    1. Other terms of the Offer

    1. The Letter of Offer with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of DLF whose names appear in the Register of Members of DLF and to the beneficial owners of the shares of DLF, whose names appear on the beneficial records of the respective Depositories, at the close of business hours as on April 30, 2002 (the "Specified Date"). The Letter of Offer will be mailed to such shareholders by May 13,2002.

    2. The shareholders of DLF are eligible to participate in the offer anytime before the closure of the offer by sending their Form of Acceptance cum Acknowledgement, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer viz.: MCS Limited, Srivenkatesh Bhavan, 212-A, Shahpurjat, New Delhi � 110 049, Telephone No. 6494830, Fax : (011) 6494152 either by Registered Post, Courier or Hand Delivery (between 10:00 a.m. to 5:00 p.m. on all working days), on or before the date of closure of the Offer i.e. June 18,2002 in accordance with the instructions specified in the Letter of Offer & Application Form. The Contact persons are Mr. D.C. Verma and Mr. Amarjeet Singh.

       

    3. MCS Limited, the Registrar to the Offer, has opened a special depository account with CDSL styled as "MCS Limited - Escrow Account Open Offer for Shares of DLF". The DP ID is 010101 and the Beneficiary Client ID is 1601010100003540.

    4. Beneficial owners (i.e. those shareholders who hold shares in dematerialised form) can participate in the offer anytime before the closure of the offer i.e. June 18, 2002 by sending their Form of Acceptance cum Acknowledgement alongwith a photocopy of the delivery instructions in "Off- market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the Depository Participant (DP) in favour of special depository account as mentioned above to the Registrar to the Offer either by Registered Post, Courier or Hand Delivery (between 10:00 a.m. to 5:00 p.m. on all working days), on or before the closure of the Offer i.e. June 18, 2002 in accordance with the instructions specified in the Letter of Offer & Application Form. The Contact persons are Mr. D.C. Verma and Mr. Amarjeet Singh.

    5. Eligible persons to the offer may also download a copy of Form of Acceptance cum Acknowledgement, which is available on SEBI's website at http:/www.sebi.gov. in and can apply for the offer in such downloaded form.

    6. The unregistered owners of shares are also eligible to participate in the Offer by sending their application in writing to the Registrar to the Offer on a plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No., together with the original Share Certificate(s) and transfer deed(s) and the original contract note issued by the broker through whom they have acquired their shares. No indemnity is required from unregistered shareholders.

    7. In the event of non-receipt of Letter of Offer, the eligible persons may send application on plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No. along with all documents as mentioned above, so as to reach the Registrar to the Offer on or before the date of closure of the offer i.e. June 18, 2002 or in case of beneficial owners (those shareholders who hold shares in dematerialised form) may send the application in writing to the Registrar to the Offer on a plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, the name of the DP, DP ID No., beneficiary account number with a photocopy of the delivery instructions in "Off-market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the DP in favour of special depository account so as reach the Registrar to the Offer on or before the closure of the Offer i.e. June 18, 2002.

    8. The Registrar to the Offer will hold in trust the Shares/share certificate(s), shares lying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer deed(s), till the Acquirers complete their offer obligations in terms of the Regulations.

    9. Applications which are complete in all respect and which reach the Registrar to the Offer on or before the date of closure of the Offer i.e. June 18, 2002 would be approved and accepted by the Acquirers. The payment of consideration for the applications so accepted will be made by crossed account payee cheque /demand draft/ pay order. The intimation regarding acceptance of applications and payment of consideration will be dispatched to the shareholders by registered post at the shareholders� sole risk. In case of joint holder(s), the cheques / demand draft will be drawn in the name of the first holder and in case of unregistered owners of shares the consideration will be paid to the person whose name is stated in the contract note.

    10. In the event of non acceptance of any application, all the documents as forwarded to the Registrar to the Offer will be sent back to the shareholder by Registered post at shareholders� sole risk. In case of shares held in dematerialised form, to the extent not accepted will be credited back to the beneficiary account with the respective DP as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement.

    11. SHAREHOLDERS WHO HAVE ACCEPTED THE OFFER BY TENDERING THE REQUISITE DOCUMENTS, IN TERMS OF THE PUBLIC ANNOUNCEMENT / LETTER OF OFFER, CANNOT WITHDRAW THE SAME.

    12. A schedule of the major activities in respect of the offer is given as under :

     

    Activity

    Last Date

    Specified Date (for the purpose of determining the names of those shareholders to whom the Letter of Offer would be sent)

    Tuesday, April 30, 2002

    Date by which Letter of Offer will be dispatched

    Monday, May 13, 2002

    Date of opening of the Offer

    Monday, May 20, 2002

    Date for revising the offer price

    Thursday, June 06, 2002

    Date of closing of the Offer

    Tuesday, June 18, 2002

    Date by which the acceptance/rejection under the Offer would be intimated and the corresponding payment for the acquired shares and /or the unaccepted shares/share certificates will be dispatched

    Thursday, July 18, 2002

    1. General

    1. The Acquirers can revise the price upwards upto 7 (seven) working days prior to closure of offer and if there is any upward revision in the Offer Price by the Acquirers till the last date of revision viz. June 06,2002 the same would be informed by way of Public Announcement in the same newspapers in which the original Public Announcement had appeared. The Acquirers would pay such revised price for all the shares tendered any time during the offer and have been accepted under the offer.

    2. Pursuant to Regulation 13 of the Regulations, the Acquirers have appointed Doogar & Associates Limited as Manager to the Offer.

    3. The Acquirers and PACs (the Directors where they are Companies) accept full responsibility for the information contained in this Public Announcement and also for the obligations of Acquirers laid down in the Regulations and subsequent amendments thereof.

    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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