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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
- 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.
- 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.
- 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.
- The Offer is not subject to any minimum level of acceptances from
shareholders.
- The shares of DLF are listed/ permitted to trade only at Delhi Stock
Exchange ("DSE")..
- 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:
- 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.
- 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.
- 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/-.
- 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:
- 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.
- 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.
- 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.
- 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.
- 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.
- 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)
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- The shares of DLF are presently listed at DSE only.
- 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.
- 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
- The offer to the shareholders of DLF is made in accordance with Regulation
11 of the Regulations.
- 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:
- 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.
- 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.
- 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.
- 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.
- 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.
- Statutory Approvals / Other Approvals required for the Offer
The Offer is subject to following approval:
- 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.
- The Offer would be subject to all other statutory approvals that may
become applicable at a later date before the completion of offer.
- The Acquirers will make the requisite application to RBI to obtain
permission for the acquisition of shares from the non resident shareholders.
- 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.
- Financial Arrangement
- 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.
- 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.
- 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.
- 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.
- 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.
- The Manager to the Offer has satisfied itself about the Acquirers’ ability
to implement the offer in accordance with the Regulations.
- Other terms of the Offer
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- SHAREHOLDERS WHO HAVE ACCEPTED THE OFFER BY TENDERING THE REQUISITE
DOCUMENTS, IN TERMS OF THE PUBLIC ANNOUNCEMENT / LETTER OF OFFER, CANNOT
WITHDRAW THE SAME.
- 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 |
- General
- 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.
- Pursuant to Regulation 13 of the Regulations, the Acquirers have appointed
Doogar & Associates Limited as Manager to the Offer.
- 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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