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PUBLIC
ANNOUNCEMENT TO THE EQUITY SHAREHOLDERS OF MATRIX LABORATORIES
LIMTED This
Public Announcement (�PA�) is being issued by SMIFS CAPITAL MARKETS LIMITED, the
Manager to the offer on behalf of Mr. N. Prasad, Mr. M. Ravinder, Alltime
Formulations Limited (AFL) and G2 Corporate Services Limited (GCSL) (hereinafter
referred to as the �Acquirers�), pursuant to Regulation 11(1) and as required under
the Securities and Exchange Board Of India (Substantial Acquisition of
Shares and Takeovers) Regulations 1997 and subsequent amendments thereto [SEBI
(SAST) Regulations]. I. The Offer 1.
The
Acquirers, Mr. N. Prasad, Mr. M. Ravinder, AFL and GCSL, have acquired, through
preferential allotment, an aggregate of 25,30,951 equity shares of Matrix
Laboratories Limited (MATRIX or the Company) (constituting 35.21% of pre-issue
voting capital) at a price of Rs 107/- per equity share for cash on
28th January, 2003 and 5th February, 2003 (hereinafter
referred to as the �Preferential Allotment�). Mr. N. Prasad and Mr. M. Ravinder
are promoters of MATRIX. AFL and GCSL are Companies promoted by Mr. N. Prasad
and Mr. M. Ravinder. The
Preferential Allotment was made pursuant to the Special Resolution passed by the
shareholders of MATRIX at the Extra-Ordinary General Meeting of the Company held
on 6th November, 2002. The pre and post-issue holdings of the
Acquirers is as under :
2.
Pursuant
to the above referred acquisition, the Acquirers are making this open offer
under the SEBI (SAST) Regulations to the Shareholders of MATRIX to acquire from
them upto 14,37,500 fully paid up equity shares of Rs.10/- each (representing
20% of the voting capital of MATRIX) at a price of Rs 276/- (Rupees Two Hundred
Seventy-six only) for each fully paid-up equity share of MATRIX (hereinafter
referred to as the �Offer Price�) payable in cash (hereinafter referred to as
�Offer�). The Offer is not subject to any minimum level of acceptance and is not
a conditional offer. The Share Capital of MATRIX does not consist of partly paid
up shares. 3.
The
equity shares of MATRIX are listed on The Stock Exchange, Mumbai ("BSE") and the
Hyderabad Stock Exchange (�HSE�). Based on available information, the equity
shares of MATRIX are frequently traded within the meaning of Regulation 20 of
the SEBI (SAST) Regulations on BSE and infrequently traded on HSE. Besides the
shares acquired through the Preferential Allotment, during the period of 12
months prior to the date of this PA, Mr. N. Prasad has acquired 14,68,380 shares
of MATRIX at highest price of Rs 29/- per share and an average price of Rs 25/-
per share. The Offer Price of Rs 276/- is justified in terms of the Regulation
20 (4) of SEBI (SAST) Regulations as follows : i.
The
Preferential Allotment was made to the Acquirers at a price of Rs 107/- per
equity share. ii.
The
average of the weekly high and low of the closing prices for the equity shares
of MATRIX for the 26 week period prior to 10th February, 2003 (i.e.
the date of this PA) is Rs. 157.03 on BSE. (Source: http://www.bseindia.com/) iii.
The
average of the daily high and low prices of the equity shares of MATRIX during
the 2 week period prior to the date of this PA is Rs 275.75. (Source : http://www.bseindia.com/) iv. None
of the Acquirers have acquired any shares of MATRIX during the Twenty-six week
period prior to the date of this PA. The
Offer Price is the highest of i to iv above. II. Information about the
Acquirers
1.
Mr. N.
Prasad, resident of Plot No. 27, Rukminidevi Colony, Near AOC Gate,
Secunderabad, is a Post Graduate in Physics and M.B.A. He has around 16 years of
experience predominantly in the Pharma Industry. He is presently Chairman and
Managing Director of MATRIX, CEO and Sr. Managing Director of Vorin Laboratories
Limited (VLL) and the Director of Medicorp Technologies India Limited (MTIL).
The Networth of Mr. N. Prasad as on
31.01.2003 is Rs 35.13 Crores duly certified by Chartered Accountant, C. Maruti
Nagendram (Membership No. 203897) residing at 1-1-298/2/B/3, 1st
Floor, Showbhagya Avenue, Street No. 1, Ashok Nagar, Hyderabad � 500
020.
2.
Mr.
M. Ravinder, resident of 3-6-100/1, West Maredpally, Secunderabad, is a Post
Graduate in Commerce and a Law Graduate. He has 10 years of experience in Export
of fine chemicals and bulk drugs and a total of 20 years of experience in
business. He is presently Executive Director (Finance & Corporate Services)
of MATRIX and a Director in MTIL, VLL and Fine Drugs & Chemicals Limited
(FDCL). The Networth of Mr. M. Ravinder as on 05.02.2003 is Rs 25.39 Crores duly
certified by the Chartered Accountants, C. Anand Rao & Co. (Membership No.
18016) of 6-3-252/2/7, Erramanzil, Hyderabad � 500 482. 3.
AFL
has its registered office at 3-6-100/1, West Maredpally, Secunderabad. AFL has
been promoted by Mr. N. Prasad and Mr. M. Ravinder. AFL has been incorporated
for conducting the business of manufacture of pharmaceuticals and also making
investments in pharma sector. As on 31st March, 2002, the Equity of
AFL was Rs 2.80 Lacs. The Company has not commenced any business activities till
date. AFL is not listed on any Stock Exchange. 4.
GCSL
has its registered office at Plot Nos. 38, 39, 50 & 51, IDA, Phase IV,
Jeedimetla, Hyderabad. GCSL has been promoted by Mr. N. Prasad and Mr. M.
Ravinder. GCSL has been incorporated for conducting the business of manufacture
of pharmaceuticals, to establish laboratories for the purpose of R & D,
enter into contracts and agreements with companies for technical assistance and
know how and also to make investments in the pharma sector. For the year ended
31st March, 2002, Total Income and Profit After Tax were Rs 76.17
Lacs and Rs 42.83 Lacs, respectively. As on 31st March, 2002 Equity
Capital and Networth were Rs 124.90 Lacs and Rs 126.77 Lacs. For the year ended
31st March, 2002, Earnings Per Share was Rs 3.43, Book Value per
share was Rs 10.15 and Return on Networth was 33.79%. GCSL is not listed on any
Stock Exchange. 5.
The
Acquirers do not belong to any particular group. III. Information on MATRIX 1. MATRIX was
originally incorporated on November 29, 1984 as Herren Drugs Private Limited and
subsequently converted to a public limited Company with effect from October
19,1992. Herren Drugs Private Limited subsequently changed its name to Herren
Drugs & Pharmaceuticals Ltd and a fresh Certificate of Incorporation was
issued on June 27, 1994.The Company has changed its name from Herren Drugs &
Pharmaceuticals Limited to Matrix Laboratories Limited and obtained a fresh
Certificate of Incorporation from the Registrar of Companies, Andhra Pradesh on
March 21, 2001. The Registered Office of the Company is located at 1-1-151/1, IV
Floor, Sairam Towers, Alexander Road,
Secunderabad-500003.
2.
Total
Paid-up Equity Capital of MATRIX as on the date of this PA is Rs 971.85 Lacs
comprising 97,18,451 equity shares of Rs 10/- each. There are no partly paid-up
equity shares. Prior to the Preferential Allotment total Paid-up Equity Capital
was Rs 718.75 Lacs comprising 71,87,500 equity shares of Rs 10/-
each. 3.
The
shares of the Company are listed on the Hyderabad Stock Exchange and The Stock
Exchange, Mumbai. 4.
The
Company has been engaged in the business of manufacture of Bulk Drugs for the
last 18 years. 5.
Financials
(Audited)
(Rs in Lacs)
IV. Reasons for the Acquisition and Offer and Future Plans about MATRIX 1.
The
Offer by the Acquirers is being made with the objective of consolidating their
holdings in MATRIX. 2.
As
on the date of this Public Announcement, the Acquirers do not have any plans to
dispose of or otherwise encumber any assets of MATRIX in the next two years from
the date of closure of the Offer, except in the ordinary course of business of
MATRIX. 3.
The
Acquirers� future plans include expansion of business, developing R & D
facilities and supporting long term working capital requirements. The
preferential allotment was made with the same objective. 4.
The
Acquirers undertake that they will not sell,
dispose of or otherwise encumber any substantial asset of MATRIX except with the
prior approval of the shareholders. V. Statutory approvals / other approvals required for the Offer 1.
Acquisition
of shares from Non Resident shareholders is subject to the approval of the
Reserve Bank of India (RBI). The Acquirers will make an application to RBI for
acquisition of shares, if any, from non-residents after completion of the offer
period. 2.
No
other statutory approvals other than the one mentioned above are required for
the purpose of implementation of the Offer. 3.
In
case of delay in receipt of statutory approvals, 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 the SEBI in terms of Regulation 22(12) of the SEBI (SAST)
Regulations. VI. Option to the acquirer in
terms of the regulation 21(3). 1. As public
shareholding is not likely to fall below 10%, the provisions of Regulation 21(3)
of the SEBI (SAST) Regulations, 1997 containing the provisions relating to
delisting option are not applicable. VII. Financial
Arrangements
1.
The
Acquirers have adequate financial resources to meet the financial requirements
of the Offer and have made firm arrangements from internal accruals / domestic
market borrowings to fulfill the obligations under the Open Offer in
full. 2.
The
maximum purchase consideration payable by the Acquirers, in the case of full
acceptance of the Offer (i.e. for 14,37,500 fully paid up equity shares of Rs.
10/- each at the rate of Rs. 276/- per equity share), would be Rs
39,67,50,000/-. 3.
In
accordance with Regulation 28(2) of the SEBI (SAST) Regulations, the Acquirers
are required to deposit in Escrow an amount of Rs 9,91,87,500/- being 25% of the
consideration payable under the Public Offer. Accordingly, the Acquirers have
deposited with the Manager to the Offer 6,00,000 equity shares of Rs 10/- each
fully paid-up of MATRIX whose aggregate market value as on 07.02.2003 is Rs
18,95,70,000/- (Market Price of Rs 315.95 per share). In accordance with
Regulation 28(10), the Acquirers have opened an Escrow Account with Andhra
Bank, R. P. Road Branch, Secunderabad,
A/c No. 7135
and have deposited an amount of Rs 40,00,000/- (Rupees Forty Lacs) representing
more than 1% of the total consideration payable as and by way of security for
fulfillment of the obligations under the Regulations by the
Acquirers. 4.
SMIFS
has been duly authorised by the Acquirers to realize the value of the Escrows in
Bank Account and by deposit of security in terms of the SEBI (SAST)
Regulations. 5.
Mr.
C. Maruti Nagendram (Membership No. 203897), M/s. C. Anand Rao & Co.
(Membership No. 18016) and Mr. P. Bikshapati (Membership No. 208820), Chartered
Accountants, have confirmed that the Acquirers have sufficient resources to meet
all required financial obligations under the Offer. Based on this, the Manager
to the Offer confirms that the
firm arrangements for funds and money for payment through verifiable means are
in place to fulfill the offer obligations. VIII. Other Terms of the
Offer
1.
This
is not a conditional offer and is not subject to any minimum level of
acceptance. 2.
Letter
Of Offer (LOO) along with Form of Acceptance cum Acknowledgement (FOA) and Form
of Withdrawal (FOW) shall be mailed to all shareholders whose names appear in
register of MATRIX (except the Acquirers) and the beneficial owners of the
equity shares of MATRIX, whose names appear on the beneficial records of the
respective depositories, at the close of business on 10th February,
2003 (Monday) (the �Specified Date�). 3.
All
the shareholders (except the Acquirers) who own the shares of MATRIX anytime
before the closure of the offer are eligible to participate in the
offer. 4.
Shareholders
who wish to tender their equity shares will be required to send the Form of
Acceptance cum Acknowledgement, original share certificate(s) and transfer
deed(s) duly signed to the Registrar to the Offer, Venture Capital and Corporate
Investments Ltd., either by hand delivery or by Registered Post on or before the
close of the Offer, in accordance with the instructions specified in the LOO and
the FOA. Collection Centre
5.
The
Registrar to the Offer has opened a special depository account in NSDL with
Stock Holding Corporation of India Limited styled �VCCIL � Escrow A/c � Matrix Laboratories
Limited � Open Offer�. The DP ID is IN301022 and Beneficiary ID is
20702490. Shareholders having their beneficiary account in CDSL will have to use
inter-depository delivery instruction slip for the purpose of crediting their
shares in favour of the special depository account with
NSDL. 6.
Beneficial
owners (holders of equity shares in Dematerialized Form) who wish to tender
their equity shares will be required to send their FOA along with a photocopy of
the delivery instructions in � Off-market� mode or counterfoil of the delivery
instruction in �Off-market� mode, duly acknowledged by the Depository
Participant (�DP�), in favour of the special depository account, to the
Registrar to the Offer either by hand delivery or by Registered Post on or
before the close of the Offer, in accordance with the instructions specified in
the LOO and in the FOA. Shareholders should ensure to credit their shares in
favour of depository before closure of the offer. 7.
All
owners of equity shares, registered or unregistered (except the Acquirer), are
eligible to participate in the Offer. Unregistered owners can send their
application in writing to the Registrar to the Offer, on a plain paper stating
their Name, Address, No. of equity shares held, No. of equity shares offered,
Distinctive Nos., Folio No., together with original share certificate(s), valid
transfer deed(s) and the original contract note issued by the broker through
whom they acquired their shares. No indemnity is required from the unregistered
owners. 8.
In
case of non-receipt of the LOO, the eligible persons may send their consent, to
the Registrar to the Offer, on a plain paper stating their Name, Address, No. of
equity shares held, No. of equity shares offered, Distinctive Nos., Folio No.,
along with documents as mentioned above, so as to reach the Registrar to the
Offer on or before the close of the Offer, or in case of beneficial owner, they
may send the application in writing to the Registrar to the Offer, on a plain
paper stating their Name, Address, No. of equity shares held, No. of equity
shares offered, DP name, DP ID, beneficiary account number and a photocopy of
the delivery instruction in �Off-market� mode or counterfoil of the delivery
instruction in �Off-market� mode, duly acknowledged by the DP, in favour of the
special depository account, so as to reach the Registrar to the Offer, on or
before the close of the Offer. 9.
The
Registrar to the Offer will hold in trust the shares / share certificates,
shares lying in credit of the special depository account, FOA, if any, and the
transfer form(s) on behalf of the shareholders of MATRIX who have accepted the
Offer, till the cheques / drafts for the consideration and / or the unaccepted
shares / share certificates are despatched / returned.
10. Attention
of Shareholders is invited to the fact that the LOO along with FOA will also be
available at SEBI's web site http://www.sebi.gov.in/ and eligible persons
may download the FOA from the web site for applying in the offer.
11. In
case, the number of shares offered for sale are more than the shares agreed to
be acquired, the Acquirer shall accept the offers received on a proportionate
basis, in consultation with the Manager to the Offer, ensuring that the basis of
acceptance is decided in a fair and equitable manner. Unaccepted Share
Certificate(s), transfer forms and other documents, if any, will be returned by
registered post at the shareholders� / unregistered owners� sole risk to the
sole / first shareholder. Shares held in demat form to the extent not accepted
will be credited back to the beneficial owners� depository account with the
respective depository participant as per the details furnished by the beneficial
owner in the FOA. 12. In
terms of Regulation 22(5A), Shareholders shall have an option to withdraw
acceptance tendered upto three Working Days prior to the date of closure of the
offer by submitting the documents as specified below. The withdrawal can be
exercised by submitting FOW as enclosed with Letter of Offer. In case of
non-receipt of FOW, the withdrawal can be exercised by making plain paper
application along with the following details : i)
In
case of physical shares, by stating the Name, Address, Distinctive Nos., Folio
No., No. of equity shares tendered, and; ii)
In
case of dematerialized shares by stating the Name, Address, No. of equity shares
offered, DP name, DP ID, beneficiary account number and a photocopy of the
delivery instruction in �Off-market� mode or counterfoil of the delivery
instruction in �Off-market� mode, duly acknowledged by the DP, in favour of the
special depository account. 13.
A
schedule of some of the major activities pertaining to the offer is given
below:
a.
General
1.
Shareholders
who have accepted the offer by tendering the requisite documents, in terms of
the PA / LOO, shall have the option to withdraw acceptance tendered by them upto
28th April, 2003 (Monday), being three working days prior to the date
of closure of the Offer. 2.
The
Acquirer can revise the price upwards upto 7 working days prior to closure of
the offer and revision, if any, in the offer price would appear in the same news
papers where this PA has appeared and such revised Offer Price would be paid to
all shareholders who tender their shares any time during the Offer and have been
accepted under the Offer. 3.
If
there is a competitive bid / offer : -
The
public offers under all the subsisting bids shall close on the same
date. -
As
the offer price cannot be revised during 7 working days prior to the closing
date of the offers / bids, it would, therefore, be in the interest of
shareholders to wait till the commencement of that period to know the final
offer price of each bid and tender their acceptance
accordingly. 4.
The
shareholders of MATRIX, VLL and MTIL have in their Extra-Ordinary General
Meetings held on 9th November, 2002, 9th November, 2002
and 25th November, 2002, respectively, approved the proposal of
Merger of MTIL and VLL with MATRIX, and also approved the scheme of
amalgamation. As per the agreed scheme of amalgamation, MATRIX shall issue
: i.
Two
equity shares of MATRIX of Rs 10/- each for every 13 equity shares held in
MTIL. ii.
Two
equity shares of MATRIX of Rs 10/- each for every 13 equity shares held in
VLL. The
Appointed date of the agreed scheme of amalgamation is April 01, 2002. Petitions
for Merger have been filed with the Hon�ble High Courts of Andhra Pradesh and
Chennai and the scheme of amalgamation is subject to all the requisite judicial,
regulatory and other approvals. VLL
is a manufacturer of bulk drugs and intermediates. As on 31.3.2002, the
Company�s paid-up equity share capital was Rs 810 Lacs and its Networth was Rs
1,608.65 Lacs. For the year ended 31.12.2001, VLL registered total income of Rs
16,878.95 Lacs and loss of Rs 92.31 Lacs. For the Quarter ended 31.3.2002, total
income was Rs 1,664.34 Lacs and loss was Rs 267.30 Lacs. VLL�s Shares are listed
on HSE and BSE. MTIL
is a manufacturer of bulk drugs, pharmaceutical products and intermediates. As
on 31.3.2002, the Company�s paid-up equity share capital was Rs 1,924.45 Lacs
and its Networth was Rs 659.49 Lacs. For the year ended 31.3.2002, MTIL
registered total income of Rs 3,955.58 Lacs and a loss of Rs 483.34 Lacs. MTIL�s
shares are listed on National Stock Exchange, BSE and Madras Stock
Exchange. 5.
Based
on the information available, Acquirers have not been prohibited by SEBI from
dealing in securities in terms of directions issued under Section 11B of SEBI
Act. Also based on the information available, MATRIX has not been prohibited by
SEBI from dealing in securities in terms of directions issued under Section 11B
of SEBI Act. 6.
Attention
of the Shareholders is invited to the fact that this Public Announcement will
also be available at SEBI�s web site http://www.sebi.gov.in/. 7. Non-Resident shareholders should also enclose copy of the permission received by them from RBI to acquire shares held by them in MATRIX. 8. The Acquirers jointly and severally accept full responsibility for the information contained in this Public Announcement and also for the obligations of Acquirers laid down in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments made thereto. This
public announcement is issued on behalf of the Acquirers
: 1.
Mr.
N. Prasad of Plot No. 27, Rukminidevi Colony, Near AOC Gate,
Secunderabad. 2.
Mr.
M. Ravinder of 3-6-100/1, West Maredpally,
Secunderabad. 3.
Alltime
Formulations Limited. Registered Office : 3-6-100/1, West Maredpally,
Secunderabad. 4.
G2
Corporate Services Limited. Registered Office : Plot Nos. 38, 39, 50 & 51,
IDA, Phase IV, Jeedimetla, Hyderabad. By
Manager to the Offer :
Place:
Mumbai Date
: 10th February,
2003 |
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