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PUBLIC ANNOUNCEMENT For the attention of the Shareholders of Maximus Steel Manufacturing Limited (MSML) (Registered
Office �205, Arihant, Ahmedabad Street, Carnac Bunder, Mumbai � 400 009)
This public announcement is being issued by Aryaman Financial Services Limited, on behalf of Mr. Jayantilal H. Shah, Mrs. Nina Shah and Ms. Kinjal Shah. (Acquirers) pursuant to Regulation 10 and 12 of Chapter III of and in compliance with the Securities & Exchange Board of India Substantial Acquisition of Shares and Takeovers (SAST) Regulations 1997 and subsequent amendments thereto (the "Regulations ").
a. This offer is being made by Mr. Jayantilal H. Shah, Mrs. Nina Shah and Ms. Kinjal Shah residing at D-2, Tulsivihar Building, Dr. A. B. Road, Mumbai- 400 018 (Hereinafter referred to as �Acquirers�) to the equity shareholders of M/s. Maximus Steel Manufacturing Limited having its registered office at 205, Arihant, Ahmedabad Street, Carnac Bunder, Masjid Bunder (East), Mumbai � 400 009 (hereinafter referred to as MSML/Target Company). b. The Acquirers have entered into the following agreements dated 03.09.2003
The agreements are for purchase of fully paid up equity shares for cash at a price of Rs.1.50 per share. c. The mode of payment of the consideration for the shares acquired under the agreement is cash and the total consideration of Rs.34.33 Lacs shall be paid within 3 (three) days of the date of the Public Announcement. The agreement dated 03.09.2003 contains a clause that it is subject to the provisions of SEBI (SAST) Regulation and in case of non-compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendor or the Acquirers. d. As on the date of the agreement, the Acquirers do not hold any shares in the Target Company. e. The Acquirers are now making offer to the public shareholders of MSML to acquire further 7,00,000 fully paid up equity shares and partly paid up shares representing 20% of the equity share capital at a price of Rs. 10.00 per share (the "Offer Price") payable in cash.. The Offer is not subject to any minimum level of acceptance and the Acquirers will acquire all the equity shares of MSML that are tendered in valid form in accordance with the terms and conditions set out herein and in the Letter of Offer to be sent to the shareholders up to a maximum of 7,00,000 equity shares representing 20% of the share capital of MSML. f. The shares of the company are listed on the stock exchanges at Pune and are infrequently traded.. The number of shares traded on the Pune Stock Exchange during the preceding 6 calendar months prior to the month in which this public announcement is made (i.e. from March 2003 to August 2003) is Nil. The offer price of Rs. 10/- has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following: i.
The
negotiated price under the agreement, which in this case is Rs. 1.50 per share
for fully paid shares (Regulation 20(5)(a)). ii.
The
Acquirers has not acquired any Equity shares of the target company during the 26
weeks prior to the date of the Public Announcement including by way of allotment
in a public or rights or preferential issue. (Regulation
20(5)(b)). iii.
Other
Parameters as on 31.03.2003 such as Book Value of Rs 9.33, EPS and Return on Net worth being nil.
Regulation 20(5)(c)).
I) Mr. Jayantilal H.
Shah
II)
Mrs. Nina
Shah a. Mrs. Nina Shah, wife of Shri. Jayantilal H. Shah aged 40 years resides at D-2, Tulsivihar Building, Dr. A. B. Road, Mumbai- 400 018. She is an undergraduate and an housewife. b. The net-worth of Mrs. Nina Shah as on March 31, 2003 is Rs. 63.50 lacs. as certified by M/s. Sunil K. Choudhary & Co. -Chartered Accountants, (membership no. of Mr. Sunil Choudhary � Proprietor is 046379), having their office at 426, Hind Rajasthan Bldg. 95, Dadasaheb Phalke Road, Dadar (E), Mumbai � 400 014. Tel: 022 2412 7825. III) Ms. Kinjal Shah a. Ms. Kinjal Shah, daughter of Shri. Jayantilal H. Shah aged 18 years resides at D-2, Tulsivihar Building, Dr. A. B. Road, Mumbai- 400 018. She is pursuing her graduation. b. The net-worth of Ms. Kinjal Shah as on March 31, 2003 is Rs.7.85 lacs. as certified by M/s. Sunil K. Choudhary & Co. -Chartered Accountants, (membership no. of Mr. Sunil Choudhary � Proprietor is 046379), having their office at 426, Hind Rajasthan Bldg. 95, Dadasaheb Phalke Road, Dadar (E), Mumbai � 400 014. Tel: 022 2412 7825.
a. MSML is a Public Limited Company having its Registered Office at 205, Arihant, Ahmedabad Street, Carnac Bunder, Masjid Bunder (East), Mumbai � 400 009. b. The company was originally incorporated on July 05, 1994 and received certificate of commencement of business on 16 January, 1995. The company was promoted by Mr. S.G. Kathawate, Mr. J.L. Chaturvedi and Mr. Suresh Nair. The directors of the company are Mr. Sanjay Mundra, Mr. T.N. Smitha and Mr. Arun Jawalkar.
c. The Authorised Share Capital of the company as on 31.03.2003 was Rs. 400.00 lacs, divided into 40 lacs equity shares of Rs. 10/- each. The Issued, subscribed and paid-up capital of the company comprises of 35,00,000 equity shares of Rs. 10/- each. There are calls in arrears amounting to Rs. 455,250. This comprised of 60,700 equity shares on which only Rs.2.50/- per share has been paid up. Subsequently during the period from April 2003 to July 2003, all the shares were made fully paid up as per auditors certificate dated July 23, 2003 and as on date there are no partly paid up shares in the company. The equity shares of MSML are listed on The Pune Stock Exchange. d. MSML was incorporated with the main objects of manufacturing mild steel sections. Currently the company does not pursue any major business and derives its income mainly from investments in shares and securities and loan advancement. e. The total Income of the Company for the year ended March 31st , 2003 was Rs. 2.02 Lacs with a net loss of Rs. 0.25 lacs. The net-worth of the company was Rs. 322.57 lacs. The book value per share as on March 31st 2003 was Rs.9.33. The earnings per share is NIL and return on networth being NIL. 4. Reason for the
Offer and Future Plans about Target Company. a. This offer has been made pursuant to Regulation 10 and 12 of Chapter III and in compliance with the SEBI (SAST) Regulations and is a Substantial acquisition of shares and voting rights accompanies with change in control / management. b. The Acquirers, Mr. Jayantilal H. Shah is engaged in the business of yarn trading .The main objective of the takeover is to meet the expansion plans of the Acquirers in respect of entering into the field of yarn trading and thereby to give the same a better status by way of listing on the stock exchanges. c. The
Acquirers undertakes not to sell, dispose of or otherwise encumber any
substantial asset of the target company except in the ordinary course of
business with the prior approval of the shareholders 5. Statutory Approvals
and Conditions of the Offer
6. Financial Arrangements
a. The Acquirers have made arrangement towards firm financial resources to fulfill the obligations under the open offer. The sources of funds shall be through internal resources of the Acquirers. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilised. b. The maximum purchase consideration payable by the Acquirers in the case of full acceptance of the offer is Rs. 70.00 lacs (Rupees Seventy Lacs Only). The Acquirers have created a Fixed Deposit for a sum of Rs. 17.50 lacs with the Dena Bank � Worli Branch towards escrow i.e. 25% of the total consideration payable. c. M/s. Sunil K. Choudhary & Co. -Chartered Accountants (membership no. of Sunil K. Choudhary 46379) having their office at 426, Hind Rajasthan Bldg. 95, Dadasaheb Phalke Road, Dadar (E), Mumbai � 400 014, have confirmed vide their certificate dated June 20, 2003 that sufficient resources are available to allow the Acquirers to fulfill its obligations under the offer. d. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer in accordance with the Regulations. e. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfill offer obligations. 7.
Other Terms of the Offer a. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of MSML (except the Acquirers, and parties to the Agreement) whose names appear on the Register of Members of MSML and to the beneficial owners of the shares of MSML whose names appear on the beneficial records of the respective depositories at the close of the business on 30/09/03 (the Specified Date). b. Shareholders who wish to tender the 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 at the address given below either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on or before the close of the offer i.e. 03/12/03 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. The address of the Registrar to the Offer is as under: Adroit Corporate Services Pvt. Ltd.,19, Jaferbhoy Indl. Estate, Makwana Road, Marol Naka, Mumbai � 400 059. c. Beneficial Owners and Shareholders holding shares in the dematerialized form, will be required to send their Form of Acceptance cum Acknowledgement to the Registrar to the Offer either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. 03/12/03, along with 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 Adroit Corporate Services Pvt. Ltd Escrow A/c for M/s. Maximus Steel Manufacturing Limited � Open Offer, filled in as per the instructions given below :- DP Name : Stock Holding Corporation Ltd. Client ID No. : 168336818 DP ID No. : IN 301127 d. All owners of shares, registered or unregistered (except the Acquirers and parties to the agreement), who own the shares at any time prior to the closure of the offer and to the beneficial owners of the shares of MSML 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 the Name, Address, Number of Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners. e. In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. 03/12/2003. f. The Registrar to the Offer will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company, who have accepted the offer, until the cheques/ drafts for the consideration and/ or the unaccepted shares/ share certificates are dispatched/ returned. g. Unaccepted Share Certificates, 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. Shareholders whose shares are held in dematerialized form to the extent not accepted will be intimated by post for the non-acceptance. h. Shares, if any, that are subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end. i. Shareholders who have sent their shares for demat need to ensure that the process of getting shares dematted is completed well in time so that the credit in the Escrow Account should be received on or before the date of closure of the Offer, i.e. 03/12/03 else the application would be rejected. j. The market lot for shares is 1 share. k. In case the shares tendered in the open offer are more than the shares agreed to be acquired by the Acquirers, the acquirer shall accept all valid applications received from the shareholders on a proportional basis, in consultation with the merchant banker, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non �marketable lots. l. The withdrawal option can be exercised by submitting the Form of withdrawal so as to reach the Manager to the offer before 29/11/03. In case of non receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details: a) In case of physical shares : Name, address, distinctive numbers, folio nos., number of shares tendered / withdrawn. b) In case of dematerialized shares : Name, address, number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account no. and a photocopy for delivery instruction in �off market� mode or counterfoil of the delivery instruction in �off market� mode, duly acknowledged by the DP in favor of the Depository Escrow account. m. If
there is competitive bid : �
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 n. Schedule of Activities pertaining to the Offer is given below:
9. General
a.
Shareholders who
have accepted the offer by tendering the requisite documents, in terms of the
Public Announcement/Letter of Offer, can withdraw the same upto three working
days prior to the date of the closure of the offer� � i.e.: 03/12/2003 by filling the withdrawal form attached
herewith. The withdrawal form is also available on the SEBI website (www.sebi.gov.in). b. The Acquirers, Sellers and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s. 11 B of SEBI Act. c. If there is any upward revision in the offer price before the last date of revision (i.e. 24/11/2003) or withdrawal of the Offer, the same would be informed by way of Public Announcement in the same Newspapers where the original public Announcement appeared. Such revised offer price would be payable to all the shareholders who have tendered their shares any time during the offer and have been accepted under the offer. d. Pursuant to Regulation 13 of the Regulations, The Acquirers has appointed Aryaman Financial Services Limited as Manager to the Offer and Adroit Corporate Services Pvt. Ltd as the Registrar to the Offer. e. The Acquirers accept full responsibility for the information contained in this Announcement and also for the obligations of the Acquirers as laid down in the Regulations. f. For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement shall also be available on SEBI's website at www.sebi.com. Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement, which will be available on SEBI's website at www.sebi.com from the offer opening Date i.e. 04/11/2003 and apply in the same.
On Behalf of:
Place: Mumbai Date: 05.09.2003 |
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