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PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF SOUTH EAST ASIA MARINE ENGINEERING AND CONSTRUCTION
LIMITED [Registered Office: 6
Waterloo Street, South Block, (1st Floor), Kolkata 700
069] This Public Announcement is
being issued by J.P. Morgan India Private Limited (�JPMorgan�), on behalf of
Technip-Coflexip and Coflexip Stena Offshore (Mauritius) Limited, pursuant to
Regulations 10 and 11 and other provisions of Chapter III and in compliance with
the Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations 1997 and subsequent amendments thereto [�SEBI (SAST)
Regulations�] and pursuant to and in compliance with the orders/directions
issued and clarifications provided, by SEBI and by Securities and Appellate
Tribunal (�SAT�) to Technip-Coflexip or its affiliates, from time to time. I. The
Offer
a. Technip-Coflexip
(�TC�), a Company registered under the laws of France having its Registered
Office at La Defense 6, 170, place Henri Regnault, 92973 Paris La Defense Cedex,
France, acquired 29.68% of equity shares of Coflexip, a Company having its
Registered Office at La Defense 6, 170, place Henri Regnault, 92973 Paris La
Defense Cedex, France, on April 19, 2000 from Stena International BV. On July 3,
2001, TC made a public offer to acquire the balance outstanding shares of
Coflexip (�Public Offer�); the sale and purchase of shares brought to the Public
Offer was completed (�the Transaction�) on October 19, 2001. Coflexip is now a
direct subsidiary of TC. TC is widely held, with no identifiable promoters and /
or persons in control of the Company. b. Coflexip Stena Offshore
(Mauritius) Limited (�CSOML�), a Company registered under the laws of Mauritius,
having its Registered Office at 10, Frere Felix de Valois Street, Port Louis,
Mauritius, is a wholly owned subsidiary of Stena Offshore (Jersey) Limited, a
Company registered in the Channel Islands. Stena Offshore (Jersey) Limited is a
wholly owned subsidiary of Coflexip Stena Offshore NV (Netherlands), which in
turn is a wholly owned subsidiary of Coflexip. Following completion of the
Transaction, TC owns 98.36 % of the shares of Coflexip and 98.54 % of the voting
rights of Coflexip. Solely for the purpose of this Offer, CSOML is a Person
Acting in Concert (�PAC�) with TC. c. CSOML has a 58.24%
owned subsidiary in India operating in the name and style of South East Asia
Marine Engineering and Construction Limited, (�SEAMEC�), having its Registered
Office at 6 Waterloo Street, South Block, (1st Floor), Kolkata 700 069 and whose shares are
listed on The Calcutta Stock Exchange Association Ltd, The Stock Exchange,
Mumbai (�BSE�), Madras Stock Exchange Ltd, The Stock Exchange, Ahmedabad and the
National Stock Exchange of India Ltd. (�NSE�). Pursuant to the Transaction,
control of SEAMEC has changed and vested from Coflexip to TC, in terms of
Regulation 2(c) read with Regulation 12 of SEBI (SAST) Regulations and the SEBI
order dated September 9, 2002. Further, pursuant to the Transaction, TC is
deemed to have acquired CSOML which is the holding company of SEAMEC, entitling
TC to exercise 58.24% of the voting rights of CSOML in SEAMEC in terms of
Regulation 10 read with Explanation (b) to Regulations 10 and 11 of the SEBI
(SAST) Regulations. It is hereby expressly declared that consequent to the
Transaction, TC does not own and /or control any equity capital in SEAMEC,
whether by itself or through any Person Acting in Concert with it, other than
the previously mentioned equity shares constituting 58.24% (comprising
19,742,750 equity shares of SEAMEC) of the issued, subscribed and paid up equity
capital of SEAMEC, held through its deemed acquisition of
CSOML. d. Pursuant to the
requirements of the SEBI (SAST) Regulations, and SEBI order dated September 9,
2002 read with SAT order dated 25th October, 2002, TC (�the Acquirer�) is making
an Offer to the public shareholders of SEAMEC, to acquire a maximum of 6,780,000
fully paid up equity shares of SEAMEC, representing 20% of the outstanding
equity share capital of SEAMEC at a price of Rs. 43.12 (Rupees Forty three and
twelve paise only) per equity share, and Rs.8.35 (Rupees Eight and thirty five
paise only) per equity share being the interest at the rate of 15% per annum for
the period from November 1, 2001 to February 14, 2003, the date of actual
payment of consideration for shares offered and accepted in the offer,
aggregating to Rs. 51.47 (Rupees Fifty one and forty seven paise only) per
equity share payable in cash (the �Offer�). All the shares tendered shall be
free from liens, charges and encumbrances of any kind whatsoever. All shares
accepted pursuant to this Offer will be acquired by the Acquirer through CSOML
only. e. The Offer is not
conditional on any minimum level of acceptance. f. SEAMEC forms a
small part of Coflexip, and therefore no value had been assigned to the same in
the Transaction. The shares of SEAMEC were frequently traded on BSE and NSE
within the meaning of Regulation 20 of the SEBI (SAST) Regulations in relation
to the six month period prior to the date of the Public Offer. The average of
the weekly high and low of the closing prices of the shares of SEAMEC on NSE,
the exchange where the shares of SEAMEC were most frequently traded, for the 26
week period prior to the date of the Public Offer was Rs. 43.12 per share. The
offer price is Rs. 43.12 per equity share and Rs.8.35 per equity share being the
interest at the rate of 15% per annum for the period from November 1, 2001 to
February 14, 2003, the date of actual payment of consideration for shares
offered and accepted in the offer, aggregating to Rs. 51.47 per equity share
(�Offer Price�), and is justified as per Regulation 20 (2) of the SEBI (SAST)
Regulations, SEBI order dated September 9, 2002 and read with the directions
given by SAT by its order dated October 25, 2002. II. Information on
TC a. TC is a Company registered
under the laws of France with its Registered Office at La Defense 6, 170, place
Henri Regnault, 92973 Paris La Defense Cedex, France. TC, together with its
affiliates, is a leading worldwide provider of engineering, technologies and
construction services for the oil and gas, petrochemical and other industries.
The shares of TC are listed on the French Stock Exchange (Premier Marche of
Euronext Paris), France, and at the New York Stock Exchange at New York, USA. By
reason of operational and contractual arrangements, TC and its group companies
constitute a single group under French accounting standards for the purposes of
presenting consolidated accounts. b. Net sales and net
profit of the TC Group for the year ended December 31, 2001 were Euro (�EUR�)
3,546.0 million equivalent to Rs. 169,251 million (December 31, 2000: EUR
2,972.0 million equivalent to Rs. 141,854 million) and EUR 108.1 million
equivalent to Rs. 5,160 million (December 31, 2000: EUR 214.2 million equivalent
to Rs. 10,224 million) respectively. As on December 31, 2001, the Capital and
Reserves were EUR 2,214.2 million equivalent to Rs. 105,684 million (December
31, 2000: EUR 766.4 million equivalent to Rs. 36,580 million). For the year
ended December 31, 2001, pre-tax return on capital employed was 7.2 %, return on
net worth was 7.3% and the earnings per share was EUR 4.26 (equivalent to Rs.
203.33). The Price / Earnings multiple as on October 31, 2002 based on 2001 earnings per shares was
15.41. The Book Value per share was
EUR 82.9 (equivalent to Rs. 3956.82) as on December 2001. (One
EUR = Rs. 47.73, Source: Economic Times dated November 1,
2002) c. Besides SEAMEC, TC
operates in India through five other entities. These companies include Technip
Coflexip Oceania Pty Ltd., Technip CSO India Private Limited, Coflexip Stena
Offshore Contracting BV, Technip India Limited and Technip KT India
Limited. III. Information on the Person
Acting in Concert
CSOML, indirectly a wholly owned subsidiary of TC, is a company
registered under the laws of Mauritius, having its Registered Office at 10,
Frere Felix de Valois Street, Port Louis, Mauritius. CSOML is a holding company
and its principal business is of holding shares in SEAMEC and its associate
company, viz. Technip CSO India Private Limited. IV. Information on
SEAMEC a. SEAMEC, is a public
limited company, having its Registered Office at 6 Waterloo Street, South Block,
(1st Floor), Kolkata 700 069. b. The issued, subscribed
and paid up equity share capital of SEAMEC as at December 31, 2001 is Rs. 339 million comprising
33,900,000 fully paid-up equity shares of Rs.10/- each. c. SEAMEC (previously
�Peerless Shipping and Oil Field Services Limited�) was incorporated originally
as a private limited company as �Peerless Leasing Private Limited� on December
29, 1986. d. SEAMEC is engaged in
the business of operating multi support vessels for diving and for providing
underwater/subsea construction, maintenance and other support services for oil
and gas and other industries. e. The shares of SEAMEC
are listed on The Calcutta Stock Exchange Association Ltd, The Stock Exchange,
Mumbai, Madras Stock Exchange Ltd, The Stock Exchange, Ahmedabad and the
National Stock Exchange of India Ltd. f. Turnover from
operations and net profit for the year ended December 31, 2001, were Rs. 879.9
million (9 months ended December 31, 2000: Rs. 756.8 million) and Rs. 71.2
million (9 months ended December 31, 2000: Rs. 36.7 million) respectively. As on
December 31, 2001, the Equity Share Capital was Rs. 339 million (December 31,
2000: Rs. 339 million) and Reserves and Surplus were Rs. 644.9 million (December
31, 2000: Rs. 771.5 million), respectively. As on the date of this Public
Announcement, there are no outstanding partly paid up shares.
V. Rationale for the Offer and
Acquisition a. The Offer to the
shareholders of SEAMEC is made as a result of a deemed acquisition of shares in,
and change in control of SEAMEC, and in compliance with SEBI (SAST) Regulations,
SEBI order dated September 9, 2002 read with SAT order dated October 25, 2002 in
this regard. b. Except where business
exigencies warrant, and except to the extent required for the purpose of
restructuring or rationalisation of assets, investments or liabilities or
otherwise of SEAMEC, TC and/or CSOML do not have any plan to dispose off or
otherwise encumber any assets of SEAMEC in the two years from the date of
closure of the Offer. The Board of Directors of SEAMEC passed resolutions to
record their intention to dispose off one land drilling rig at its meetings held
on July 10, 1999 and September 27, 1999. Subsequently the Board of Directors of
SEAMEC passed a resolution on
February 26, 2002 authorizing the Management Committee of SEAMEC to take
necessary steps to dispose off the rig at a remunerative price, as the land
drilling rig was not part of the core business of SEAMEC. VI. Statutory Approvals &
Conditions of the Acquisition and Offer a. Since all the shares
pursuant to this offer are to be acquired by CSOML, the Foreign Investment
Promotion Board (�FIPB�) approval is required to complete the offer. In
addition, approval from the Reserve Bank of India (�RBI�) will be required,
under the Foreign Exchange Management Act, 1999 (�FEMA�) read with the Foreign
Exchange Management (Transfer or Issue of Securities by a Person Resident
Outside India) Regulations 2000 (�FEMA Regulations�) in respect of transfers of
shares made pursuant to this Offer. The Offer would be subject to the above
approvals and all statutory approvals that may become applicable prior to the
completion of the Offer. b. CSOML will make the
requisite application to FIPB to acquire additional shares pursuant to the
Offer. c. CSOML will make
the requisite application to RBI to obtain permission under FEMA and the FEMA
Regulations on behalf of those shareholders who would be required to obtain RBI
permission prior to lawfully transferring their equity shares in SEAMEC to
CSOML. d. If a delay occurs on
account of non-receipt of statutory approvals within time, and for the reasons
mentioned in Regulation 22(13) of SEBI (SAST) Regulations, the provisions of
this Regulation shall become applicable. e. Other than the
approvals mentioned above, no other statutory approvals will be required for the
Offer. f. The SEBI in its
order dated September 9, 2002 has for the reasons stated therein come to the
conclusion that TC was not acting in concert with Institut Francais du Petrole
(�IFP�) or ISIS when TC acquired 29.68% shares of Coflexip from Stena
International BV on April 12, 2000 and that TC did not indirectly acquire
control of SEAMEC in terms of SEBI (SAST) Regulations by virtue of such
acquisition of 29.68% shares of Coflexip. SEBI has held that there was no
obligation on TC to make a public announcement by virtue of the acquisition of
29.68% shares of Coflexip in April 2000. SEBI has however directed TC to make a
public announcement arising out of the acquisition of control of Coflexip as a
result of Public Offer in July 2001, taking July 3, 2001 as the reference
date. g. Four appeals have been
filed before the SAT by different shareholders against the order of SEBI. SAT
has by its interim order dated October 25, 2002 refused the appellants prayer
for stay of the SEBI order dated September 9, 2002 and has directed as under
:- �(i) The acquirer will implement the
impugned order dated 9.9.2002 by making a public announcement to acquire shares
of SEAMEC in accordance with SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 on or before 15.11.2002 by taking 3.7.2001 as the
reference date at a price decided as per the Regulations and make the payment
within the time limit prescribed in the regulation for the
purpose. (ii) In the aforesaid public
announcement and letter of offer, the acquirer shall make a disclosure to the
effect that four appeals being Appeal No. 79/2002 - M/s. SMS Holdings P.Ltd. v.
SEBI & Ors., Appeal No. 80/2002 - Pradeep Kumar Jain v. SEBI & Ors.,
Appeal No.85/2002 - Kishore Shah v. SEBI & Ors. and Appeal No.91/2002 - M/s.
Khandalwala Securities Ltd. v. SEBI & Ors. against SEBI�s order dated
9.9.2002 are pending before the Securities Appellate Tribunal (SAT) , Mumbai and
that the acquirer is contesting the same. It should also be clearly disclosed in
the public announcement and letter of offer that in the appeals the Appellants
have urged to take 12.4.2000 as the reference date and the offer price payable
per share with reference to the said date. (iii.)
In the event this Tribunal comes to a findings that the reference date
shall be 12.4.2000 and not 3.7.2001as directed by SEBI in its order, the price
payable for the shares acquired shall be with reference to 12.4.2000 and the
acquirer will pay the difference between the price payable as per SEBI�s order
and the price payable taking 12.4.2000 as the reference date. The acquirer shall
also pay interest at such rate as may be fixed by the Tribunal on the
differential amount also from such date as the Tribunal decides till the date on
which payment is made to the eligible share holder of SEAMEC pursuant to the
open offer, with in 30 days from the date of the final order by the Tribunal in
the appeals. Contents of this para also will be disclosed in the public
announcement and in the letter of offer.� If
April 12, 2000 is taken as the reference date, the price payable would be Rs.
238.84 (Rupees two hundred thirty eight and eighty four paise only) per equity
share. In addition, interest shall also be payable at such rate as may be fixed
by SAT. h. TC is vehemently
contesting the appeals. In the event that the said appeals are disposed off in
favour of the appellants and
against TC and/or the
reference date is held to be April 12, 2000 or any date other than July 3 2001,
then TC intends to challenge the same and also seek a stay of such order, as
permissible in law, if necessary upto the Supreme Court of
India. VII. Funding
Arrangement a. In accordance with
Regulation 28 of the SEBI (SAST) Regulations, CSOML has created an Escrow
Account in the form of a Bank Guarantee, issued by BNP Paribas Mumbai,
having its office at French Bank Building, 62 Homji Street, Mumbai India 400
001, valid until March 31, 2003 in favour of JPMorgan, the Manager to the Offer
for an amount of Rs. 88.00 million (Rupees Eighty eight million only) being 25%
of the maximum purchase consideration payable under this Offer. The Manager to
the Offer has been authorized to realize the value of the Escrow Account in
terms of the SEBI (SAST) Regulations. b. Further, CSOML has also
made a cash deposit of US$75,000 in a Bank Account with BNP Paribas, Dublin,
having its office at 5 George�s Dock, IFSC, Dublin 1, Ireland being in excess of
1% of the maximum purchase consideration payable under this Offer. The Manager
to the Offer has been authorized to realize the value of the Bank Account in
terms of the SEBI (SAST) Regulations. 1% of the maximum purchase consideration
payable under this Offer will be transferred from the aforesaid Bank Account to
BNP Paribas, Mumbai located in India having its office at French Bank Building,
62 Homji Street, Mumbai India 400 001 after the requisite approval has been
obtained from Reserve Bank of India for opening an escrow account in
India. c. The total fund
requirement for the acquisition of 6,780,000 equity shares held by Public
Shareholders in SEAMEC at Rs. 51.47 per share is Rs. 348,966,600 (Rupees Three
hundred forty eight million nine hundred sixty six thousand and six hundred
only) being the aggregate amount of Rs. 292,353,600 (Two hundred ninety two
million three hundred and fifty three thousand and six hundred only), together
with interest of Rs.56,613,000 (Fifty six million six hundred and thirteen
thousand only) at the rate of 15% per annum simple interest from November 1,
2001 to February 14, 2003, the date of actual payment of consideration. BNP
Paribas located in India having its office at French Bank Building, 62 Homji
Street, Mumbai India 400 001 have certified vide a certificate dated October 30,
2002, that CSOML has access to sufficient resources to meet the financial
requirements of the Offer. The Manager to the Offer is satisfied about the
ability of TC to implement the Offer through CSOML in accordance with the SEBI
(SAST) Regulations. The Offer will be financed through a loan or a combination
of equity and loan extended to CSOML by its shareholders. VIII. Other Terms of the
Offer a. The Letter of Offer
together with the Form of Acceptance cum Acknowledgement and Form of Withdrawal
will be mailed to the shareholders of SEAMEC whose names appear on the Register
of Members of SEAMEC and the beneficial owners of the shares of SEAMEC, whose
names appears on the beneficial records of the respective Depositories, at the
close of business on Friday, November 15, 2002 (the �Specified Date�). b. Shareholders who wish
to tender their 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:- Mr.K. K. Biswas, CB Management Services (P)
Limited, P-22, Bondel Road Kolkata 700 019, Tel No. 91-33- 280 6692-94, 280
-2486/2937, Fax No. 91-33-247 0263, E�mail : cbmsl1@cal2.vsnl.net.in,
cbmsl@cal2.vsnl.net.in either by Hand Delivery between 10.00 a.m. to 4.00
p.m. or by Registered Post on or before the close of the Offer, i.e. Friday,
January 17, 2003, in accordance with the instructions specified in the Letter of
Offer and in the Form of Acceptance cum Acknowledgement. c. The Registrar to the
Offer, CB Management Services (P) Limited, have opened a special depository
account with BNP Paribas, Akruti Softech Park, Road No 21, MIDC, Andheri (East)
Mumbai 400 096 styled �CBMSPL Escrow a/c SEAMEC open offer�. The DP ID is
IN301799 and Beneficiary ID is 10063550. d. Beneficial owners
(holders of shares in Dematerialized Form) who wish to tender their shares will
be required to send their Form of Acceptance cum Acknowledgement 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:- CB
Management Services (P) Limited, P-22, Bondel Road Kolkata 700 019, either by
Hand Delivery between 10.00 a.m. to 4.00 p.m. or by Registered Post, on or
before the close of the Offer, i.e. Friday, January 17, 2003, in accordance with
the instructions to be specified in the Letter of Offer and in the Form of
Acceptance cum Acknowledgement. e. All owners of shares,
registered or unregistered, who own the shares any time prior to closure of the
Offer, 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, No. of Shares held, No. of shares offered,
Distinctive Nos., Folio No., together with the original Share Certificate(s),
valid transfer deeds duly signed and the original contract note issued by the
broker through whom they acquired their shares. No indemnity is required from
the unregistered owners. f. In case of
non-receipt of the Letter of Offer, the eligible persons may send their consent,
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. Friday, January 17, 2003 or in case of
beneficial owners, they 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, 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, i.e. Friday, January 17, 2003.
g. The Registrar to the
Offer will hold in trust the Shares/Share certificates, Shares lying in credit
of the special depository account, Form of Acceptance cum Acknowledgement, if
any, and the transfer form/s on behalf of the shareholders of SEAMEC who have
accepted the Offer, till the cheques/drafts for the consideration and/or the
unaccepted shares /share certificates are
dispatched/returned. h. Any shares that are the
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 dematerialization need to ensure that the process of
getting shares dematerialized is completed well in time so that the credit in
the �CBMSPL Escrow a/c SEAMEC open offer� account could be received on or before
the date of Closure of the Offer, i.e. January 17, 2003, else the application
would be rejected. j. Unaccepted Share
Certificates, transfer forms and other documents, if any, will be returned by
Registered Post at the shareholders or 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 Form of Acceptance cum Acknowledgement. k. While tendering shares
under the Offer, NRIs/OCBs/foreign shareholders will be required to submit the
RBI approvals (specific or general) that they would have obtained for acquiring
shares of SEAMEC and a No Objection Certificate/Tax Clearance Certificate,
indicating the amount of tax to be deducted by Acquirer/PAC before remitting the
consideration, from the Income Tax authorities under the Income Tax Act, 1961.
In case the RBI approvals are not submitted, the Acquirer/PAC reserves the right
to reject the shares. In case the aforesaid No Objection Certificate/Tax
Clearance Certificate is not submitted, the Acquirer/PAC will arrange to deduct
tax at the maximum marginal rate as may be applicable to the category of the
shareholder, on the entire consideration
amount payable to such shareholder. l. A schedule of
some of the major activities in respect of the Offer is given
below:
a. If there is any upward
revision in the Offer Price till the last date of revision viz.January 8, 2003,
or withdrawal of the Offer, the same would be informed by TC by way of Public
Announcement in the same newspapers where the original Public Announcement had
appeared. Such revised Offer Price would be payable to all the shareholders who
have tendered their shares anytime during the Offer and have been accepted under
the Offer. b. In terms of Regulation
22(5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing
their acceptances tendered in the Offer can do so up to three working days prior
to the date of Closure of the Offer. The withdrawal option can be exercised by
submitting the document as per the instruction below, so as to reach the
Registrar of the Offer at P-22, Bondel Road Kolkata 700 019 either by Hand
Delivery between 10.00 a.m. to 4.00 p.m. or by Registered Post, on or before
January 14, 2003. � The
withdrawal option can be exercised by submitting the Form of
Withdrawal. � 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: -- In case of physical
shares: Name, Address, Distinctive Nos., Folio Number, Share Certificate Number,
Number of Shares tendered -- In case of
dematerialized shares: Name, Address, Number of Shares tendered, DP Name, DP ID,
beneficiary account number and a photocopy of the delivery instructions in �off
market� mode or counterfoil of the of the delivery instruction in �off market�
mode, duly acknowledged by the DP, in favour of the �CBMSPL Escrow a/c SEAMEC
open offer�. c. If there is a
competitive bid: � The public
offers under all the subsisting bids shall close on the same date.
� As the
Offer Price can not be revised during seven 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. d. Neither the Acquirer or
its Directors nor the PAC or its Directors have acquired any shares of SEAMEC in
the last twelve months. None of the Directors of the Acquirer and of the PAC
hold any shares in SEAMEC as on the date of this Public
Announcement. e. Pursuant to Regulation
13 of SEBI (SAST) Regulations, Acquirer has appointed J.P. Morgan India Private
Limited, as Manager to the Offer. The Acquirer/PAC has also appointed CB
Management Services (P) Limited as Registrar to the Offer. f. The Board of
Directors of TC and CSOML accept responsibility for the information contained in
this Public Announcement and also for the obligations of TC as laid down in the
SEBI (SAST) Regulations and any subsequent amendments
thereto. g. Neither TC or its
Directors nor the PAC or its Directors nor SEAMEC or its Directors have been
prohibited by SEBI from dealing in securities, in terms of directions issued
under Section 11B of the SEBI Act.
Eligible persons to the Offer may also download a copy of this Public
Announcement, Letter of Offer and the Form of Acceptance cum Acknowledgement and
Form of Withdrawal, which will be available on SEBI�s website at www.sebi.gov.in
from the Offer opening date i.e. December 19, 2002 and apply using the
same. Issued
by: MANAGER
TO THE OFFER
J.P. Morgan India Private
Limited
CB Management Services (P) Limited 9th Floor, Mafatlal Centre,
P-22,
Bondel Road, Nariman Point, Mumbai 400
001
Kolkata 700 019 Tel No: (022) 239 2910 Tel
No: (033) 280 6692 Fax No: (022) 239 3091 Fax
No: (033) 247 0263 Contact Person: Mr. Surajit
Datta Contact
Person: Mr. K. K. Biswas E-mail:
surajit.datta@jpmorgan.com E-mail:
cbmsl1@cal2.vsnl.net.in This
Public Announcement is being issued on behalf of Technip-Coflexip and Coflexip
Stena Offshore (Mauritius) Limited by the Manager to the
Offer. Date:
November 11, 2002 Place
: Mumbai |
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