This Post Offer Public Announcement is being issued by J.P. Morgan
India Private Limited (�JPMorgan�), on behalf of Technip-Coflexip (�TC�)
[Registered Office at La Defense 6, 170, place Henri Regnault, 92973 Paris
La Defense Cedex, France] and Coflexip Stena Offshore (Mauritius) Ltd
(�CSOML�) [Registered Office at 10, Frere Felix de Valois Street, Port
Louis, Mauritius pursuant to the Regulations 10 and 12 and other
provisions of Chapter III and in compliance with Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997) and subsequent amendments thereto as applicable on July
3, 2001 [�SEBI (SAST) Regulations�] and SEBI order dated September 9, 2002
read with SAT order dated October 25, 2002.
The details subsequent to the completion of the Offer made vide
Public Announcement dated November 11, 2002 and Corrigendum to Public
Announcement dated December 12, 2002 under the SEBI (SAST) Regulations, by
TC along with CSOML being the person acting in concert to acquire a
maximum of 6,780,000 fully paid up equity shares representing 20% of the
outstanding equity share capital of South East Asia Marine Engineering and
Construction Limited (�SEAMEC�) at a price of Rs. 51.47 (Rupees Fifty one
and forty seven paise only) per equity share (being the aggregate of Rs.
43.12, the offer price per equity share as per the reference date of July
3, 2001, and Rs. 8.35 per share, the interest at the rate of 15 % per
annum payable for the period November 1, 2001 to February 14, 2003, the
date of payment of consideration as proposed in the Letter of Offer),
payable in cash are as under:
1.
Name of the Target Company: South East Asia Marine Engineering and
Construction Limited.
2.
Name of
Acquirer(s) including PACs: Technip-Coflexip (Acquirer) and Coflexip Stena
Offshore (Mauritius) Ltd (PAC).
3.
Name of
Manager to the offer: J.P. Morgan India Private Limited.
4.
Name of the
Registrar to the offer, if any: CB Management Services (P)
Limited.
5.
Offer
Details:
a. Date of
opening of the offer: December 19, 2002 b. Date of closure of the
offer: January 17, 2003
6.
Details of
the acquisition
Sr. No.
Item
Proposed in the Offer
Document
Actuals
1.
Offer
Price (Rs per share)
51.47
51.47
2.
Share holding of acquirer (No. & %) before
MOU/P.A.
(19,742,750) 58.24%
(19,742,750) 58.24%
3.
Shares
acquired by way of MOU or market purchases (No. & %)
None
None
4.
Shares
acquired in the open offer (No. & %)
(6,780,000) 20%
(6,780,000) 20%
5.
Size of
the open offer (No. of shares multiplied by offer price per
share)
348,966,600
348,966,600
6.
Shares
acquired after P.A. but before 7 working days prior to closure date,
if any (No. & %)
None
None
7.
Post
offer share holding of acquirer (No. & %) (2+3+4+6)
26,522,750 (78.24%)
26,522,750 (78.24%)
8.
Pre & Post offer share holding of Public (No. &
%)
Pre offer
41.76%
Post offer
21.76%
Pre Offer
41.76%
Post Offer
21.76%
7.
Status of the
escrow account, whether released or not: Yes
8.
Payment of
interest, if any, to the shareholders along with the details thereof:
The date proposed in the Letter of Offer for the payment of
consideration for acquired shares was February 14, 2003. The Reserve Bank
of India (RBI) approval for payment to resident shareholders was received
on February 14, 2003 and for NRIs/OCBs/foreign shareholders was received
on February 19, 2003. The cheques for the offer were dispatched on
February 15, 2003 for resident shareholders and February 20, 2003 for
NRIs/OCBs/foreign shareholders immediately on the receipt of the RBI
approval. Accordingly there was a one day delay and a six day delay for
resident shareholders and NRIs/ OCBs/foreign shareholders respectively.
CSOML decided to pay interest @15% p.a. on the offer price of Rs.51.47 per
share for each day of delay in dispatch to the shareholders.
A delayed interest payment for one day aggregating to Rs.
110,098.22/- (Rupees One hundred ten thousand ninety eight and twenty two
paise only) for resident shareholders was dispatched on March 1, 2003. An
application was filed with RBI on February 28, 2003 seeking permission to
make interest payment for the 6-day delay aggregating to Rs. 199,753.35/-
(Rupees One hundred ninety-nine thousand seven hundred fifty three and
thirty-five paise only) to NRIs/OCBs/foreign shareholders. The RBI
approval for payment of delayed interest payment to the NRIs/OCBs/foreign
shareholders was received on May 7, 2003 and the payment was dispatched on
May 8, 2003.
9.
Status of
investor complaints received, if any: The Manager to the Offer along with
the Acquirer, PAC and Registrar to the Offer have responded to the
investor complaints. The Directors of the Acquirer and the PAC accept
full responsibility for the information contained in this Public
Announcement and are jointly and severally responsible for the obligations
of the Acquirer and / or Persons Acting in Concert as laid down in the
SEBI (SAST) Regulations.
