Public
Announcement
for the
attention of
THE EQUITY SHAREHOLDERS OF
PARRY AGRO INDUSTRIES LIMITED
Regd.
Office: 26/1847, Bristow Road, Willingdon Island, Kochi –
682003
This Public Announcement is
in continuation to the original public announcement issued on 12/12/2002 in
terms of the Securities & Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto
(“the Regulations”) on behalf of New Ambadi Investments Pvt. Ltd.(“the
Acquirer’) and other Persons Deemed to be Acting in Concert. This Public
Announcement is issued pursuant to revision of offer price and
changes/amendments as advised by SEBI vide their letter no. TO/RC/2698/03 dated
04/02/2003 and should be read in conjunction with the original Public
Announcement and the Letter of Offer being sent to the equity shareholders of
Parry Agro Industries Limited.
Equity Shareholders are
requested to note following changes in the original Public Announcement of offer
made on 12/12/2002.
1.
UPWARD REVISION OF OFFER
PRICE: The
offer price of Rs.65/- per share as per the original Public Announcement stands
revised to Rs.70/- per share. Hence the revised offer is for acquisition of
8,67,472 fully paid-up equity shares of Rs.10/- each of PAIL representing 23.09%
of its paid up equity share capital at a price of Rs. 70/- per share
(“revised offer price”) payable in cash.
2.
Consequent to the upward
revision in the offer price, assuming full acceptance, the total monetary value
of the offer would be Rs. 607.23 lacs. The Acquirer had opened an Escrow Account
in the form of Bank Guarantee in favour of the Manager to the Offer for an
amount of Rs.141.00 lacs being 25% of the total monetary value of the offer at
the original price of Rs. 65/- per share. After the upward revision of the offer
price to Rs. 70/- per share the Acquirer has enhanced by bank guarantee by Rs.
11.00 lacs in favour of the Manager to the Offer. The said guarantee of total
Rs.152.00 lacs has been issued by HDFC Bank Ltd., Annasalai Branch, Chennai and
is valid till 10/04/2003. As per Regulation 28 (10), an additional amount to the
extent of Rs. 45,000/- (Rupees Forty Five Thousand Only) has been deposited
being 1% of the additional consideration payable on account of revision of
offer. Thus total cash deposit of Rs.6,09,000/- being more than 1% of total
consideration has been made by the Acquirer. The Acquirer has empowered Manager
to the Offer to realize the value of the aforesaid Escrow Account in terms of
the Regulations. The Acquirer has adequate and firm financial resources to
fulfill the obligations under the open offer. The source of funds is through the
internal resources of the Acquirer.
Considering profitability for
the last three years as per audited accounts (2000 – 2002) the weighted Average
EPS works out to Rs.4.94. Capitalising the same at 8% as per CCI formula PECV
works out to Rs. 61.75.Taking this into account with NAV of Rs. 132.51 and the
Market Based Value of Rs. 50.88 the Fair Value in terms of the Supreme Court
ruling is Rs. 71.55 per share. However based on the nine months unaudited
figures the Company has reported a loss of Rs. 408.00 lacs .The weighted average
EPS based on annualised financial figures is negative and hence PECV is
negative. Based on NAV of RS. 132.51, Market Based Value of Rs. 50.88 and Nil
PECV the Fair Value in terms of the Supreme Court ruling would be estimated at
Rs. 46.85 per share.
The voluntary offer by the
promoter at a price of Rs.70/- per share is justified in view of the fact that
the Company, in January 2002 had announced a buy-back of equity shares in terms
of SEBI (Buy Back of Securities) Regulations, 1998 at a price of Rs.70/- per
share. However the company had not proceeded with the said buy-back. Further the
financial parameters of the company have shown a decline in the subsequent
period and hence price of Rs. 70/- per share is justified.
3.
Changes in the schedule of
activities as listed in the original Public Announcement are as
follows:
|
Activity |
Original |
Revised | ||
|
Date |
Day |
Date |
Day | |
|
Public Announcement
(PA) Date |
12/12/2002 |
(Thursday) |
07/02/2003 |
(Friday) |
|
Last date for
competitive bid |
02/01/2003 |
(Thursday) |
02/01/2003 |
(Thursday) |
|
Specified
Date |
09/01/2003 |
(Thursday) |
09/01/2003 |
(Thursday) |
|
Date by which Letter of
Offer will be despatched to the shareholders |
24/01/2003 |
(Friday) |
13/02/2003 |
(Thursday) |
|
Offer Opening
Date |
07/02/2003 |
(Friday) |
18/02/2003 |
(Tuesday) |
|
Last Date for
withdrawal of acceptance by the shareholders |
04/03/2003 |
(Tuesday) |
12/03/2003 |
(Wednesday) |
|
Offer Closing
Date |
08/03/2003 |
(Saturday) |
19/03/2003 |
(Wednesday) |
|
Last date for revising
the offer price / number of shares |
27/02/2003 |
(Thursday) |
06/03/2003 |
(Thursday) |
|
Date by which the
rejection, if any, would be intimated |
22/03/2003 |
(Saturday) |
03/04/2003 |
(Thursday) |
|
Date by which payment
of consideration for the accepted applications would be made
|
07/04/2003 |
(Monday) |
07/04/2003 |
(Monday) |
4.
New Ambadi Investments Pvt.
Ltd. (‘NAIPL’ /‘Acquirer’) alongwith the other persons in the promoter
group is holding 28,89,344 equity shares of Rs. 10/- each of Parry Agro
Industries Ltd. (‘PAIL’ or ‘Target Company’) forming 76.91% of the
paid up equity share capital of the Company. The Acquirer is one of the major
shareholder within the promoter group and proposes to acquire all the
outstanding equity shares of PAIL. The persons in the promoter group, other than
the Acquirer, are not acquiring any shares under the offer and hence for the
limited purpose of this offer will be treated as ‘Persons Deemed to be Acting in
Concert’ (hereinafter referred to as ‘PDACs’) with the Acquirer. Details of PDACs and their individual
shareholding in PAIL are as follows:
Name |
Shareholding | |
|
|
No. |
% |
|
New Ambadi Estates P.
Ltd. |
920320 |
24.50 |
|
Kartik Investments Trust
Ltd. |
84 |
0.01 |
|
Teeaye Investments
Ltd. |
181431 |
4.83 |
|
M.M.Muthiah Research
Foundation P. Ltd. |
10125 |
0.27 |
|
A.M.M.Arunachalam &
Sons P. Ltd. |
21150 |
0.56 |
|
A.M.M.Vellayan Sons P.
Ltd. |
375 |
0.01 |
|
Ar.Lakshmi Achi
Trust |
325 |
0.01 |
|
Cholamandalam
Investments & Finance Company Ltd. |
169317 |
4.51 |
|
Carborundum Universal
Ltd. |
312739 |
8.32 |
|
Breeze Investments P.
Ltd. |
5000 |
0.13 |
|
E.I.D. Parry India
Ltd. |
234850 |
6.25 |
|
Kulasekharam Investments
Pvt. Ltd. |
227370 |
6.05 |
|
Ambadi Enterprises
Ltd. |
1600 |
0.04 |
|
M.A.Alagappan |
44750 |
1.19 |
|
Lalitha
Vellayan |
8150 |
0.22 |
|
M.V.Subbiah |
17775 |
0.47 |
|
M.V.Murugappan |
36325 |
0.97 |
|
M.M.Murugappan |
37025 |
0.99 |
|
M.M.Venkatachalam |
36975 |
0.98 |
|
A.Vellayan |
20350 |
0.54 |
|
S.Vellayan |
26075 |
0.69 |
|
A.Venkatachalam |
20500 |
0.55 |
|
Meenakshi
Murugappan |
12900 |
0.34 |
|
Lakshmi
Venkatachalam |
18575 |
0.49 |
|
Lakshmi
Ramaswamy |
525 |
0.01 |
|
Ar.Annapurani |
499 |
0.01 |
|
C.Chockalingam |
525 |
0.01 |
|
Ms.M.Vellachi
(D/O.M.V.Murugappan) |
2325 |
0.06 |
|
Valli
Subbiah |
525 |
0.01 |
|
Sivagami
Natesan |
525 |
0.01 |
|
M.A.Alagappan |
200 |
0.01 |
|
A.M.Meyyammai |
2300 |
0.06 |
|
M.A.M.Arunachalam |
18500 |
0.49 |
|
Lakshmi
Chockalingam |
450 |
0.01 |
|
A.A.Alagammai |
3300 |
0.09 |
|
Arun
Alagappan |
4000 |
0.11 |
|
Lakshmi
Ramaswamy |
450 |
0.01 |
|
A.Vellayan &
A.Venkatachalam |
1500 |
0.04 |
|
M.V.Ar.Meenakshi |
1700 |
0.05 |
|
Mar.V.Arunachalam
(Rep.A.Vellayan) |
1000 |
0.03 |
|
Mar.V.Narayanan
(Rep.A.Vellayan) |
1000 |
0.03 |
|
Meyyammai
Venkatachalam |
2600 |
0.07 |
|
Mar.A.V.Arunachalam
(Rep.A.Venkatachalam) |
2000 |
0.05 |
|
M.V.Valli
Murugappan |
9900 |
0.26 |
|
M.V.Seetha
Subbiah |
4200 |
0.11 |
|
Mar.M.M.Muthiah
(Rep.M.M.Murugappan) |
3000 |
0.08 |
|
Mar.M.M.Veerappan (Rep.
M.M.Murugappan) |
3000 |
0.08 |
|
Mar.M.V.Muthiah
(Rep.M.M.Venkatachalam) |
2000 |
0.05 |
|
Mar.M.V.Subramanian
(Rep.M.M.Venkatachalam) |
2000 |
0.05 |
|
M.M.Seethalakshmi |
26800 |
0.71 |
|
M.A.M.Arunachalam |
32800 |
0.87 |
|
M.A.Alagappan &
Valli Alagappan |
4050 |
0.11 |
|
M.A.Alagappan &
M.A.M.Arunachalam |
26600 |
0.71 |
|
Valli Alagappan,
L..Alagappan & M.A.Alagappan |
2025 |
0.05 |
|
R.Vislakshi & Valli
Meyyappan |
13000 |
0.35 |
|
M.A.Alagappan |
2000 |
0.05 |
|
M.V.Murugappan |
5000 |
0.13 |
|
M.V.Subbiah |
5500 |
0.15 |
|
M.M.Murugappan |
3700 |
0.10 |
|
M.M.Venkatachalam |
3700 |
0.10 |
|
M.A.Alagappan &
M.M.Venkatachalam (Murugappa & Sons) |
200 |
0.01 |
|
M.M.Venkatachalam &
Arun Alagappan - Kadamane Estates |
217 |
0.01 |
|
Parry Agro Industries
Ltd. Employees Share Pur.Sch. |
16160 |
0.43 |
|
P.K.Kurian
|
400 |
0.01 |
|
Venugopal C.Govind
|
100 |
0.01 |
|
K.A.Ayappa |
1000 |
0.03 |
|
Ram Bajekal Jointly With
Mrs.Sarojini Bajekal |
100 |
0.01 |
Total |
25,75,462 |
68.55 |
5.
Details of major PDACs are as
follows:
New Ambadi Estates Pvt. Ltd.
(NAEPL), incorporated on 22/05/1942, is engaged in the business of production
and sale of Rubber, Algae and chemically modified Rubber. As per audited Balance
sheet of the company as on 31/03/2002 the Profit After Tax of the company is
Rs.188.56 lacs, Networth is Rs.2353.63 lacs, EPS is Rs.10.70, Book Value is
Rs.88.16 and Return on Networth is 8.01%. NAIPL, the Acquirer is a wholly owned
subsidiary of the company.
E..I.D Parry (India) Ltd.,
incorporated on 22/09/1975, is a in the business of manufacturing of
fertilizers, pesticides, sugar and sanitary ware. As per audited Balance sheet
of the company as on 31/03/2002 the Profit After Tax of the company is
Rs.3483.00 lacs, Networth is Rs.37384.00 lacs, EPS is Rs.19.52, Book Value is
Rs.209.55 and Return on Networth is 9.32%. The equity shares of the company are
listed on The Stock Exchange Mumbai (BSE), The National Stock Exchange of India
Ltd.(NSE), and The Madras Stock Exchange Ltd.
Teeaye Investments Ltd.,
incorporated on 11/02/1983, is engaged in the business of investment in shares
& securities. As per audited Balance sheet of the company as on 31/03/2002
the Profit After Tax of the company is Rs.105.31 lacs, Networth is Rs.3095.92
lacs, EPS is Rs.0.43, Book Value is Rs.12.73 and Return on Networth is 3.40%. It
is a wholly owned subsidiary of Tube Investments of India
Ltd.
Cholamandalam Investments and
Finance Company Ltd., incorporated on 17/08/1978, is engaged in the business of
financial services. As per audited Balance sheet of the company as on 31/03/2002
the Profit After Tax of the company is Rs. 1878.01 lacs, Networth is Rs.15785.37
lacs, EPS is Rs.11.09, Book Value is Rs.93.22 and Return on Networth is 11.89%.
The equity shares of the company are listed on The Stock Exchange Mumbai (BSE),
The National Stock Exchange of India Ltd.(NSE), The Madras Stock Exchange Ltd.
and The Coimbatore Stock Exchange.
Carborundum Universal Ltd.,
incorporated on 21/04/1954, is engaged in the manufacture of Abrasives. As per
audited Balance sheet of the company as on 31/03/2002 the Profit After Tax of
the company is Rs.2152.23 lacs, Networth is Rs.12989.98 lacs, EPS is Rs.23.05,
Book Value is Rs.135.45 and Return on Networth is 16.57%. The equity shares of
the company are listed on The Stock Exchange Mumbai (BSE), The National Stock
Exchange of India Ltd.(NSE), and The Madras Stock Exchange
Ltd.
Kulasekharam Investments Pvt.
Ltd., incorporated on 04/03/1994, is engaged in Investment activity. As per
audited Balance sheet of the company as on 31/03/2002 the Profit After Tax of
the company is Rs. 10.01 lacs, Networth is Rs.89.40 lacs, EPS is Rs.4.36, Book
Value is Rs.38.92 and Return on Networth is 11.19%.
6.
Acquirer shall not dispose
off or otherwise encumber any substantial asset of PAIL except with the prior
approval of the shareholders of PAIL.
7.
As a consequence of the
voluntary offer the public shareholding in PAIL may reduce to 10% or less of the
voting capital of the Company. In
such a case the Acquirer & PDACs undertake to make an offer to buy the
outstanding shares remaining with the shareholders in accordance with the
guidelines specified by SEBI in respect of Delisting of
Securities.
8.
The last date for withdrawal
of acceptances by the equity shareholders is Wednesday, 12/03/2003. The form of
Withdrawal can also be downloaded from SEBI’s website http://www.sebi.gov.in/ or obtained from the
Manager/ Registrar to the Offer.
9.
In case of non-receipt of
‘Form of withdrawal’, the withdrawal option can be exercised by making an
application on plain paper incorporating the details such as name, address,
distinctive numbers, folio numbers, number of shares tendered, date of tender in
case of physical shares & additional details such as DP name, DP ID no.,
Beneficiary Account no. & photocopy of delivery instructions in case of
dematerialised shares.
10. Eligible persons accepting
the offer may deliver documents mentioned in the Letter of Offer as applicable
at any of the collection centers of Registrar to the offer, Integrated
Enterprises (India) Ltd. mentioned in letter of offer by hand delivery or
registered post between 10.30 a.m. and 4.30 p.m. on all working days (i.e.
Monday to Saturday) other than public holidays.
Directors of NAIPL, the
‘Acquirer’ accept full responsibility for the information contained in the
Public Announcement and Letter of Offer and would be severally and jointly
responsible for ensuring compliance with the obligations of Acquirer as laid
down in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
and subsequent amendments thereto.
A copy of this Public
announcement will become available on SEBI website http://www.sebi.gov.in/. Eligible persons to
the Offer may also download a copy of Form of Acceptance cum Acknowledgement,
letter of offer, form of withdrawal which will also be available on SEBI’s
website from the offer opening date i.e. 18/02/2003 and apply in the
same.
|
Issued
by |
: |
MANAGER TO
THE OFFER
K E Y N O T E
CORPORATE SERVICES LIMITED 307, Regent Chambers,
Nariman Point, Mumbai - 400 021.
Tel.: (022) 2202
5230 Fax : (022) 2283
5467 E- mail : keynote@vsnl.com SEBI Regn.:
INM000003606 AMBI Regn. No.
AMBI/040 |
|
Contact
Person |
: |
Mr.
Uday S. Patil
|
|
On behalf
of |
: |
New Ambadi Investments
Private Limited Sd/- Authorised
Signatory |
Place: Mumbai
Date: 06/02/2003