PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF
THE SHAREHOLDERS OF
SURANA
INDUSTRIES LIMITED
Registered Office: �29 Whites Road, IInd Floor,
Royapettah, Chennai � 600 014. Tamil Nadu.India
This Public Announcement (PA) is being issued by the Manager
to the Offer i.e., SAL Securities Private Limited on behalf of the Acquirers,
namely, Mr. G.R. Surana, Mr. Shantilal Surana, Mr. Vijayraj Surana, Mr.
Dineshchand Surana, Mrs.Chandanbala Surana, Mrs. Saraladevi Surana, Mrs. Alka
Surana and Mrs. Vasantha Surana (hereinafter collectively referred to as
"Acquirers") pursuant to and in Compliance with Regulation 11(1) and
as required under the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to
as "SEBI (SAST) Regulations, 1997") and subsequent amendments
thereto. The Acquirers are part of the promoter group.
1. THE OFFER
1.1
This
Open Offer (the "Open Offer" or "Offer") is being made by
Mr. G.R. Surana, Mr. Shantilal Surana, Mr. Vijayraj Surana, Mr. Dineshchand
Surana, Mrs.Chandanbala Surana, Mrs. Saraladevi Surana, Mrs. Alka Surana and
Mrs. Vasantha Surana (hereinafter collectively referred to as
"Acquirers") to the Equity Shareholders of Surana Industries Limited
("SIL" or "Target Company" or "Company"), a
public limited company incorporated under the Companies Act, 1956 (the
"Companies Act"),� and having
its registered office at 29 Whites Road, IInd Floor, Royapettah, Chennai � 600
014, TamilNadu, India pursuant to and in Compliance with Regulation 11(1) of
the SEBI (SAST) Regulations, 1997and subsequent amendment thereto. The offer is
being made to acquire the equity shares of the Company. �
1.2
There
is no person acting in concert with the Acquirers in terms of Regulation
2(1)(e)(1) of the SEBI (SAST) Regulations, 1997 in relation to this Offer.All
purchases in this public offer will be made by the Acquirers.
1.3
The
Acquirers (Mr. G. R. Surana is the Chairman of the Target Company and Mr.
Dineschand Surana is the Managing Director of the Target Company) are part of
the promoter group of the Target Company and as on 31st. August 2008
they were holding 74,00,825 Equity Shares representing 43.15% of the paid up
Equity Share Capital of the Target Company. As on 31st. August 2008 entire
Promoter Group was holding 93, 53,675 Equity Shares representing 54.54% of the
paid up Equity Share Capital of the target company. As of 31st.
August the total paid up Equity Share Capital Of the Target Company was Rs.
17,15,00,0000/- only representing 1,71,50,0000 Equity Shares of Rs. 10 each.
1.4
In
addition to Equity Shares mentioned above, the Acquirers were also holding 30,00,000
Share Warrants of Rs 150 each (�Share Warrants�) which were allotted to them on
March 3, 2007 on preferential basis, for which they had each paid an amount of
Rs. 56,25,000, representing a 10% deposit as prescribed. The total amount of
deposit received from them against the issue of Share Warrants was Rs.
4,50,00,000. The warrants were issued with an option to convert them into an equal
number of equity shares of Rs. 10 each at a premium of Rs. 140 per equity
share, within a period of 18 months from the date of allotment. �
1.5
In
addition to the above Share Warrants, the Acquirers are also holding 70,00,000
Share Warrants of Rs. 300 each (�Subsequent Share Warrants�), which have been
allotted to them equally on August 29th. 2008 on preferential basis,
for which they have each paid an amount of Rs. 2,62,50,000, representing 10%
deposit as prescribed. The total amount of deposit received from them against the
Subsequent Share Warrants is Rs. 21,00,00,000. The Subsequent Share Warrants
have been issued with an option to convert them into an equal number of equity
shares of Rs. 10 each at a premium of Rs. 290 per equity share, within a period
of 18 months from the date of the allotment.
1.6
The
shareholding details of the Acquirers and the Promoter Group in the Target
Company, as on 31st. August �2008 �was as under :
|
Name Of The Acquirer |
No. Of Equity Shares Held |
% Of Shareholding� To Total
Shareholding |
|
Mr. G. R. Surana |
9,87,394 |
5.76 |
|
Mr. Shantilal Surana |
10,07,780 |
5.88 |
|
Mr. Vijayraj Surana |
10,07,515 |
5.88 |
|
Mr. Dineshchand Surana |
10,63,936 |
6.20 |
|
Mrs. Chandanbala Surana |
8,47,750 |
4.94 |
|
Mrs. Saraladevi Surana |
8,65,750 |
5.05 |
|
Mrs. Alka Surana |
8,13,350 |
4.74 |
|
Mrs. Vasantha Surana |
8,07,350 |
4.71 |
|
Other Promoter Group |
19,52,850 |
11.39 |
|
Total |
93,53,675 |
54.54 |
1.7
Out
of the total Equity Shares held by the Acquirers 16,50,000 Equity Shares are
held in a lock in period of 3 years, with the lock in period ending on March 2nd.
2010. These shares were allotted to the Acquirers on a preferential basis on
March 3rd. 2007 and the shares have been put under lock in
compliance with Regulation 13.3.1 a of SEBI (Disclosure & Investor
Protection) Guidelines, 2000. ��
1.8
Out
of the total Equity Shares held by the Acquirers 30,00,000 Equity Shares are
held in a lock in period of 18 months, with the lock in period ending on March
2nd.2010. These shares are not listed and have been issued to the
Acquirers upon conversion of 30,00,000 Share Warrants into 30,00,000 Equity
Shares on September 1st. 2008.
1.9
Out
of the total Equity Shares held by the Acquirers 25, 00,000 Equity Shares are
pledged with Industrial Development Bank Of India Limited.
1.10
Out
of the total Equity Shares held by the Acquirers 43,66,750 Equity Shares are
pledged with SAL Securities Private Limited, the manager to offer, pursuant to
this open offer.
1.11
The
Target Company placed Foreign Currency Convertible Bonds (�FCCB�) with Foreign
Institutional Investors for a total amount of US $ 25 Million, in two tranches on
15th. June 2007 and December 7th. 2007 respectively. The FCCB�S
are valid for a period of 5 years & 5 days from the date of issue, and are
convertible into equity shares of face value of Rs. 10 each anytime within the
said period at the option of the investors, at a price of Rs 140 per equity
share. As per reset clause, reset will be done only downwards on 15th
June of 2008, 2009, 2010 and 2011 based on the previous 30 trading day�s
average of closing price. Accordingly as on 15th June 2008 the price
has been fixed at Rs. 136.97.�
1.12
Taking
into the consideration the post conversion scenario and to protect and safe
guard the stake of the Target Company, on 3rd. March 2007, the Promoters
were allotted, 30,00,000 share warrants on preferential basis, of Rs 150 each,
to be converted into 30,00,000 equity shares of Rs 10 each at a premium of Rs
140 per equity share, within a period of 18 months from the date of allotment.
The promoter�s group aggregate shareholding as on date of allotment of share
warrants stood at 54.54%.
1.13
During
the period 21st. August 2008 to 1st. September 2008, the
Acquirers paid an amount of Rs. 33,09,45,000 pending against the Share Warrants
allotted to them. The acquirers had earlier paid an amount of Rs. 7,40,55,000
as share application money which was appropriated against the payment to be
received from them in respect of the said warrants. �They intimated the Target Company their
intention to exercise their option to convert the Share Warrants into Equity Shares
as per the terms of the allotment.�
Accordingly, on 1st. September 2008, the Acquirers were
allotted 30,00,000 Equity Shares in the Company, as per the terms of allotment
of the Share Warrants. Accordingly the total paid up Equity Capital of the Target
Company was increased from 1,71,50,000 Equity Shares of Rs. 10 each to
2,01,50,000 Equity Shares of Rs. 10 each. �After the allotment of 30,00,000 Equity Shares
to the Acquirers, their equity share holding in the Target Company has
increased from 74,00,825 Equity Shares representing 43.15% of the paid up
Equity Share Capital to �1,04,00,825
Equity Shares representing 51.62 % of the post conversion paid up Equity Share
Capital of the Target Company. The entire Promoter Group Shareholding has also
increased from 93,53,675 Equity Shares representing 54.54 % of the paid up
Equity Share Capital to 1,23,53,675 Equity Shares representing 61.31% of the
post conversion paid up Equity Share capital of the target company.
1.14
This
conversion has resulted in triggering of Regulation 11(1) of the SEBI (SAST)
Regulation 1997. Post conversion the shareholding of the Acquirer�s and the
entire Promoter Group (as on date of public announcement) in the Target Company
is as under:�
|
Name Of The Acquirer |
No. Of Equity Shares Held |
% Of Shareholding To Total Shareholding |
|
Mr. G. R. Surana |
13,62,394 |
6.76 |
|
Mr. Shantilal Surana |
13,82,780 |
6.86 |
|
Mr. Vijayraj Surana |
13,82,515 |
6.86 |
|
Mr. Dineshchand Surana |
14,38,936 |
7.14 |
|
Mrs. Chandanbala Surana |
12,22,750 |
6.07 |
|
Mrs. Saraladevi Surana |
12,40,750 |
6.16 |
|
Mrs. Alka Surana |
11,88,350 |
5.90 |
|
Mrs. Vasantha Surana |
11,82,350 |
5.87 |
|
Other Promoter Group |
19,52,850 |
9.69 |
|
Total |
1,23,53,675 |
61.31 |
1.15
The
Offer is not as a result of global acquisition resulting in indirect
acquisition of the target
�����
company.
1.16
The Open Offer was triggered on 1st.September
2008 and accordingly the Acquirers should have issued the Public Announcement
in this regard, not later than 4th. September 2008 in compliance
with SEBI (SAST) Regulation 1997. Accordingly there has been a delay of 202
days on part of the Acquirers in issuing this Public Announcement.
1.17
The
Acquirers �intend to make an Open Offer
in terms of the SEBI ( SAST ) Regulations 1997 to the shareholders of �SIL� to
acquire upto 40,30,000 Equity Shares of Rs 10 each representing 20% �of the total post conversion paid up Equity Share
Capital of �SIL� at a consolidated offer �price of Rs. 154.60� (Rupees One Hundred Fifty Four and Paise Sixty
Only) per fully paid up Equity Share (�
Consolidated Offer Price�) payable in cash subject to the terms &
conditions mentioned hereinafter, whose names appear on the register of members
on Specified Date i.e. 21st April 2009.
1.18
The
Consolidated offer price of Rs. 154.60 per fully paid Equity Share comprises of
the Offer Price of Rs. 150 per fully paid up Equity Share and interest on the
offer price @ 10% p.a. for 112days, which works out to Rs. 4.60/- per fully
paid up Equity Share of the Target Company in respect of the delay in issuing
the Public Announcement. The interest has been calculated for delay beyond 90
days, in issuing the Public Announcement.
1.19
There are no partly paid up Equity Shares in the Target Company.
1.20
In
terms of Regulations 11(2A) and 21(3) of the regulations read with clause 40A
of the listing agreement entered into with the stock exchanges by the Target
Company, the Promoters of the Target Company along with persons acting in
concert with them cannot hold more than 75% of the total share capital/voting
rights of SIL. In other terms, the Promoters of SIL will have to maintain the
minimum public shareholding level of 25% in order to ensure continual listing
of the shares of SIL in the stock exchanges, where the shares of SIL are listed
namely, The Bombay Stock Exchange Limited (BSE), National Stock Exchange of India
Limited (NSE) and the Madras Stock Exchange (MSE). �
1.21
The Equity Shares of "SIL" are at present listed on
Bombay Stock Exchange Limited (BSE), The National Stock Exchange of India
Limited (NSE) and on Madras Stock Exchange (MSE). Trading on the BSE has
commenced from 12th. September 1994 and on the NSE from 28th.
December 2006. �
1.22
The
trading volume on BSE is higher than the trading volume in NSE and therefore,
for calculating the offer price in terms of regulation 20(4)(c) of SEBI (SAST)
Regulations, 1997, the price volume data of BSE has been considered. The annualized
trading turnover is less than 5% of the total number of the listed shares, the
equity shares are deemed to be infrequently traded on BSE and NSE as per the
data available with BSE (Source: www.bseindia.com) and NSE (Source:
www.nseindia.com) within the meaning of explanation to Regulation 20(5) of the
SEBI (SAST) Regulations, 1997. In accordance with Regulation 20(5) of the SEBI
(SAST) Regulations, 1997 the offer price of Rs. 150 (Rupees One Hundred Fifty )
per fully paid up equity share is justified in view of the following
parameters:
����������
|
(a) |
The Negotiated Price under Regulation 14(1) |
Not Applicable |
|
(b) |
Highest Price paid by Acquirer for acquisition, including
by way of allotment in a public or rights or preferential issue during the 26
weeks prior to the date of Public Announcement |
Rs. 150 per share |
|
(c) |
Other Parameters: Book Value Per Share�
( as on 31st. March 2008) Earnings Per Share�����
( as on 31st. March 2008) Return On Networth (%) |
Rs. 115.40 Rs. ��18.91 15.61 % |
The Industry Price Earning Ratio in
which the Target Company Operates is 4.30.
�
(Source:
Capital Market Volume: December 29, 2008 � January 11, 2009, Industry- Steel �
Medium / Small).
1.23
The
Offer Price of Rs. 150 per equity share offered by the Acquirers to the
shareholders of SIL under the proposed Open Offer is justified in terms of
Regulations 20(5) of the SEBI (SAST) Regulations, 1997. In the opinion of the
Manager to the Offer and Acquirers, the Offer Price is justified.
1.24
Except
as mentioned in para 1.4 & 1.5 above, the Acquirers, have not acquired any
share in the Target Company including by way of allotment in public or rights
issue or by way of preferential allotment by the Target Company during the
26-weeks period prior to the date of this Public Announcement. There is no
negotiated price under any agreement for acquisition of shares of the Target
Company by the Acquirer in the 12-month period prior to the date of this Public
Announcement.��
1.25
The
Offer is not conditional upon any minimum level of acceptance, i.e. the
Acquirer will acquire all the fully paid-up equity shares of the Target Company
that are tendered in terms of the Offer, subject to the conditions specified in
this Public Announcement, Letter of Offer and Form of
Acceptance-cum-Acknowledgement.
1.26
The
Offer is not a competitive bid.
1.27
As
on the date of this Public Announcement, SAL Securities Private Limited, the
Manager to the Offer, does not hold any share of the Target Company.
2. INFORMATION ABOUT THE ACQUIRERS
2.1
Mr. G.R.Surana is part of the existing Promoter Group of the
Target Company and is presently the Chairman of the Target Company. He is son
of �Mr. Udairaj Surana and aged 56 years,
an Indian Citizen residing at No. 2, Vimala Street, Ayyavoo Colony,
Aminjikarai, Chennai � 600 029. Tel No: 044-28525127, 28525596. Fax No:
044-28520713.
Mr. G.R.Surana belongs to business
family and hails from Rajasthan. He has 30 years of experience in banking, hire
purchase and leasing and the jwellery business. He also has over 15 years of
experience of trading in steel. He is the founder member of Surana Group and he
along with his three brothers has been instrumental in the steady growth of the
Target Company over the last 15 years. �
���������� ��Mr. G.R. Surana is also a director in Surana
Power Limited and Surana Foundation Limited.
������ �����Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mr. G.R. Surana as on 30.9.2008 is Rs. 3.42 Crores.
�
2.2
Mr. Shantilal Surana is part of the existing Promoter Group of the
Target Company. He is son of
Mr. Udairaj Surana and
aged 53 years, an Indian Citizen residing at New Door No.23,Old Door No.13A, Mandapam
Road,Kilpauk,Chennai-10. Tel No: 044-28525127,
28525596. Fax No: 044-28520713.
Mr. Shantilal Surana has 30 years of
experience in banking, hire purchase and leasing and the jewellery business. He
also has over 15 years of experience of trading in steel. Currently he is the
Chairman of Surana Corporation Limited, a company engaged in the business of
manufacturing and export of jwellery. The Company is listed on the BSE, NSE and
MSE.
������������ Mr. Shantilal Surana is also a
director in Surana Power Limited and Surana Foundation Limited.
����������� Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mr. Shantilal Surana as on 30.9.2008 is Rs. 2.60 Crores.
2.3
Mr. Vijayraj Surana is part of the existing Promoter Group of the
Target Company. He is son of Mr. Udairaj Surana and aged 44 years, an Indian
Citizen residing at Flat
No.2D,IInd.Floor,' Orchid Villa', 15,Harrington Road, 6th.� Avenue Corner, Chetpet,Chennai-600 031. Tel No: 044-28525127, 28525596. Fax No: 044-28520713.
Mr. Vijayraj Surana has more than 20
years of experience in banking, hire purchase and leasing and the jwellery
business. He also has over 15 years of experience of trading in steel.
Currently he is the Managing Director of Surana Corporation Limited, a company
engaged in the business of manufacturing and export of jwellery. The Company is
listed on the BSE, NSE and MSE.
������������ Mr. Vijayraj Surana is also a
director in Surana Power Limited and Surana Foundation Limited.
������������ Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mr. Vijayraj Surana as on 30.9.2008 is Rs. 3.07 Crores.
2.4
Mr. Dineshchand Surana is part of the existing Promoter Group of
the Target Company and is presently the Managing Director of the Target
Company. He is son of� Mr. Udairaj Surana
and aged 42 years, an Indian Citizen residing at New No.49, Old No.A-34, "A" Block, 6th
Street, Anna Nagar East, Chennai-600 102 . Tel No:
044-28525127, 28525596. Fax No: 044-28520713.
�
������������ Mr. Dineshchand Surana has been
the Managing Director of the Target Company since 2000 and is a founder
promoter of the Target Company. He has 20 years of experience in steel trading and
manufacturing as well as finance and jwellery. He looks after the day to day operations
and management of the business of the Target Company.
�
����������� Mr. Dineshchand Surana is also a
director in Surana Power Limited, Surana Foundation Limited and 6th.
Sense Infrastructure Private Limited,
����������� Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mr. Dineshchand Surana as on 30.9.2008 is Rs. 2.76 Crores.
2.5
Mrs. Chandanbala Surana is part of the existing Promoter Group of
the Target Company. She is the wife of Mr. G.R. Surana and aged 52 years, an
Indian Citizen residing at No. 2, Vimala Street, Ayyavoo Colony, Aminjikarai,
Chennai � 600 029. Tel No: 044-28525127, 28525596. Fax No: 044-28520713. �
Mrs. Chandanbala Surana
is a partner in Rukma Investments. The other partners in the firm are Mrs.
Sarladevi Surana, Mrs. Alka Surana and Mrs. Vasantha Surana. She is also a
director in Rukma Devi Investment Private Limited. �
����������� Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mrs. Chandanbala G.R. Surana as on 30.9.2008 is Rs. 1.14
Crores.
2.6
Mrs. Sarladevi Surana is part of the existing Promoter Group of
the Target Company. She is the wife of Mr. Shantilal Surana and aged 46 years,
an Indian Citizen residing at New Door No.23, Old Door No.13A,
Mrs. Sarladevi Surana is
a partner in Rukma Investments. The other partners in the firm are Mrs. Chandanbala
Surana, Mrs. Alka Surana and Mrs. Vasantha Surana. She is also a director in
Rukma Devi Investment Private Limited.� �
����������� Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mrs. Sarladevi Surana as on 30.9.2008 is Rs. 1.03 Crores.
2.7
Mrs. Alka Surana is part of the existing Promoter Group of the
Target Company. She is the wife of Mr. Vijayraj Surana and aged 36 years, an
Indian Citizen residing at Flat No.2D,IInd.Floor,' Orchid Villa', 15,Harrington Road, 6th.� Avenue Corner, Chetpet,Chennai-600 031. Tel No: 044-28525127, 28525596. Fax No: 044-28520713.
Mrs. Alka Surana is a
partner in Rukma Investments. The other partners in the firm are Mrs. Chandanbala
Surana, Mrs. Sarladevi Surana and Mrs. Vasantha Surana. She is also a director
in Rukma Devi Investment Private Limited. ��
�
����������� Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mrs. Alka Surana as on 30.9.2008 is Rs. 74 Lakhs.
2.8
Mrs. Vasantha Surana is part of the existing Promoter Group of the
Target Company. She is the wife of Mr. Dineshchand Surana and aged 37 years, an
Indian Citizen residing at New No.49, Old No.A-34, "A" Block, 6th Street, Anna Nagar
East, Chennai-600 102 . Tel No: 044-28525127,
28525596. Fax No: 044-28520713.
Mrs. Vasantha Surana is
a partner in Rukma Investments. The other partners in the firm are Mrs. Chandanbala
Surana, Mrs. Sarladevi Surana and Mrs. Alka Surana. She is also a director in
Rukma Devi Investment Private Limited.� �
�
����������� Mr. C.S.Prithviraj
Jain, Chartered Accountants (Membership No.11529) Proprietor C. S. P. Jain
& Company having office at 123,(Old 60), N.S.C Bose Road, Chennai - 600079,
Tel No.: 044-25355320 has certified vide their certificate dated (05-01-2009)
that the Net Worth at of Mrs. Vasantha Surana as on 30.9.2008 is Rs. 94 Lakhs.
3. INFORAMTION ABOUT THE TARGET COMPANY � SURANA INDUSTRIES
LIMITED
3.1��� �The Target Company was incorporated
on March 25, 1991 as SURANA METALS & STEELS (INDIA) Limited. �The name was subsequently changed to SURANA
INDUSTRIES LIMITED vide fresh certificate of incorporation dated February 5,
2002 issued by the Registrar of Companies, Chennai, Tamil Nadu. It is primarily
into the business of manufacturing of steel. The registered office of SIL is
located at "29 Whites Road, IInd. Floor, Royapettah, Chennai � 600 014,
Tamil Nadu,
3.2������ Surana Industries Limited is engaged in the manufacture of
thermo mechanically treated bars and other mild steel products used in
construction industry. The Company has its manufacturing facility at
Gummidipondi, 45kms North of Chennai. The said unit produces 30,000 tonnes of
steel ingots and the rolling mill with the capacity of 1,09,800 tonnes of hot
rolled mill and 60pp tonnes per annum capacity of cold rolling mill. The latter
is situated at madhavaram. The Company has important clients like Infosys
Technologies, TVS Group, L&T, Ford Motors etc.
3.3����� �Surana Industries Limited is in the
process of setting up an integrated steel complex at Raichur, in the state of
Karnataka, 580 kms from Chennai, which is well connected by rail and road. The
integrated steel complex involves setting up of the following facilities:�� ������������
������������
|
Direct Reduction of Iron Plant |
1,28,000 TPA |
|
Steel Melting Shop |
2,25,000 TPA |
|
Rolling Mill |
2,00,000 TPA |
|
Power Plant |
35 MW |
��������� ���
It is expected that by the end of
March 2009 commercial production will start from the rolling mill.
3.4���� The estimated cost of the project is
around Rs. 570 crores, which is proposed to be financed through term loans from
Banks and equity contributions in the form of Promoters contribution, FCCB
besides internal cash generations.
3.5���� �Surana
Industries Limited also has a Wind Mill Division and the Company has
established nine wind mills in Tirunelveli district in Tamil Nadu at a cost of
Rs. 81 crores. The combined capacity of the wind mills is 12.65 MW. Till now
the mills have produced 32,37,644 units of electricity. Besides captive
consumption the Company has also been able to export the surplus electricity to
the Electricity Boards. �
3.6����� �The
authorised capital of the Company constitutes of 7,00,00,000 equity shares of
Rs. 10/- each.� The issued and paid up
equity share capital of the SIL constitutes of 2,01,50,000 fully paid Equity Shares
of Re. 10/- each aggregating Rs. 20.15 crores, which includes 30,00,000 Equity
Shares allotted to the Acquirers, arising out of conversion of Share Warrants
into Equity Shares on September 1st. 2008.
3.7 ������There are no
partly paid up Equity Shares in the Target Company.� �
3.8 ������The Board Of Directors of SIL as on date
of this PA is as below:
|
Name of Director |
Address |
|
Mr. G.R.Surana Chairman� |
No. 2, |
|
Mr. Dineshchand Surana Managing Director |
New No.49, Old No.A-34, "A" Block, 6th Street,
AnnaNagar East, Chennai - 600 102 |
|
Mr. V.M.Swami |
No. 13, 4th. |
|
Mr. M. Ramasubramanian |
� �601 203 |
|
Mr. M.Thangavelu |
201 B / Balaji Sapthagiri, Block 1, |
|
Mr. Krishna Uduppa |
137, AICIBOO Nagar, 13th. Main, II Cross, BTM
Layout, |
|
Dr. B. Samal |
1101, Lokhandwala, Galaxy Junction, Off KK Mar, NM Joshi
Marg, Byculla (West), Mumbai � 400 011 |
|
Dr. S.K.Gupta |
No. 14, |
|
Mr. K.N.Prithviraj |
Flat No. 3, Second Floor, 265, |
|
Mr. Aranganathan |
No. 12/42, Kalaimagal Nagar, |
|
Mr. Biju George |
A6, IDBI Quarters, 4, |
3.9
Brief
Financials of SIL for the year ended March 31, 2008 as per the Annual Report are
as under:
��������������������������������������������������������������������������������������������
������������(Rs.� In Lakhs except per share data)
|
Particulars |
Year Ended 31-03-2008 (Audited) |
|
Total Income |
82594.69 |
|
Profit After Tax |
3242.30 |
|
Reserves & Surplus ( Excluding �Revaluation Reserve) |
�14785.32 |
|
Net Worth |
19790.87 |
|
Basic Earnings Per Share (Rs) |
18.91 |
|
Diluted Earnings Per Share (Rs) |
13.25 |
|
Return on Networth (%) |
15.65�������������������������������������� ������������������������������� |
|
Book Value Per Share (Rs). |
115.40 |
3.10
Brief
Financials of SIL for the Nine Months Period Ended December 31st. 2008
are as under:
�������������������������������������������������������������������������������������������������������
(Rs.� In Lakhs except per share data)
|
Particulars |
Nine Months Ended 31-12-2008 (Unaudited) |
|
Total Income |
59134.59 |
|
Profit After Tax |
1964.10 |
|
Reserves & Surplus (Excluding Revaluation Reserve) |
20949.41 |
|
Net Worth |
24962.55 |
|
Basic Earnings Per Share (Rs) |
9.75 |
|
Return on Networth (%) |
7.87 |
|
Book Value Per Share (Rs). |
123.88 |
3.11
The
Shareholding Pattern of the Target Company as on the date of Public
Announcement is as ���follows:
|
Category |
No. Of Shares Held |
|
Promoters, Directors and their Relatives |
12353675 |
|
Insurance Companies |
629588 |
|
NRI |
3597614 |
|
Foreign Corporate Bodies |
700000 |
|
Trust |
11873 |
|
Bodies Corporate |
1189695 |
|
Individuals |
1493432 |
|
HUF |
159264 |
|
Clearing Members |
14859 |
|
Total |
20150000 |
�����������
4
Reasons For The
Acquisition And The Offer And Future Plans About The Target Company
4.1
The Acquirers were holding 74,00,825 Equity Shares representing
43.15 % of the paid up Equity Share Capital of the Target Company and the entire
Promoter Group was holding 93,53,675 �Equity Shares representing 54.54 % of the paid
up Equity Share Capital of the Target company. On 1st. September
2008, by exercising the option to convert the Share Warrants into Equity
Shares, the Acquirers have� acquired
additional 30,00,000 Equity Shares of the Target Company and the shareholding
of the Acquirers has increased to 1,04,00,825 �Equity Shares representing 51.61% of the post
conversion paid up Equity Share Capital of the Target Company. The shareholding
of the entire Promoter Group has increased to 1,23,53,675 �Equity Shares representing 61.31 % of the post
conversion paid up Equity Share Capital of the target company. Hence consolidation
of the holdings is the reason for the acquisition.
4.2
The Offer is not due to any global acquisition resulting in
indirect acquisition.
4.3
The Offer to the shareholders of SIL is being made in accordance with
Regulation 11 (1) of the SEBI (SAST) Regulations, 1997.
4.4
Consolidation of the shareholding is the only object and purpose
of the acquisition.
4.5
The Acquirers at present have no intention to sell, dispose of or
otherwise encumber any substantial assets of SIL in the succeeding two years,
except in the ordinary course of business of SIL. However SIL future policy for
disposal of its assets, if any, will be decided by its Board of Directors,
subject to the applicable provisions of the law and subject to the approval of the
shareholders at a General Body Meeting of SIL.
4.6
The
acquirers are part of the existing promoter group of the Company and as on
date, have no specific future plan about the target Company.
5
Statutory Approvals /
Other Approvals Required For The Offer
5.1
The
Offer is subject to the Acquirers obtaining the approval(s) from the Reserve
Bank of India (RBI), if any required, under the Foreign Exchange Management
Act, 1999. The Acquirers will make applications for the requisite approval(s)
from the RBI, if any, at the appropriate time.
5.2
To
the best of the knowledge of the Acquirers, as on the date of this Public
Announcement, there are no other statutory approvals required to implement the
Offer, other than those indicated above. If any other statutory approvals
become applicable, the Offer would be subject to such statutory approvals. The
Acquirer in terms of Regulation 27 of SEBI (SAST) Regulations, 1997, will have
a right not to proceed with the Offer in the event the statutory approvals
indicated above are refused.
5.3
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 the
shareholders of the Target Company, subject to the Acquirers agreeing to pay
interest for the delayed period as directed by SEBI in terms of Regulation
22(12) of the SEBI (SAST) Regulations, 1997. Further, if the delay occurs on
account of willful default by the Acquirers in obtaining the requisite
approvals, Regulation 22(13) of the SEBI (SAST) Regulations, 1997 will also
become applicable.
5.4
To
the best of its knowledge, the Acquirers do not require any approvals from
financial institutions or banks for the Offer.
6
Continuous Listing of Shares in
terms of Regulation 21(2)
6.1 �����The Offer
(assuming full acceptance) would result in public shareholding in the Target
Company being reduced below the minimum level required as per the Listing
Agreement with the Stock Exchanges for the purpose of listing on continuous
basis. The Acquirer in terms of the provisions of regulation 21(2) of the SEBI
(SAST) Regulations, 1997 will facilitate the target company to raise the level
of Public shareholding to the level specified for continuous listing as
specified in the listing agreement with the stock exchange within the time
mentioned therein. Accordingly, the Acquirers undertake to comply with the
provisions of the listing agreement so as to maintain the minimum % of public
shareholding in the Target Company required for continuous listing.
7
Financial Arrangements
7.1
The
Total fund requirement or the maximum consideration for the Offer assuming full
acceptance of the Offer would be Rs. 62,30,38,000/- (Rupees Sixty Two Crores Thirty
Lakhs Thirty Eight Thousand �Only) i.e.
consideration payable for acquisition of 40,30,000 fully paid equity shares of
Target Company at an Consolidated Offer Price of Rs. 154.60/- (Rupees One
Hundred Fifty Four and Paise Sixty Only) per equity share.
7.2
The
Acquirers have adequate resources to meet the financial requirement of the
offer in terms of Regulation 16(xiv) of regulations. The Acquirer has made firm
arrangements for the resources required to complete the offer in accordance
with SEBI (SAST) Regulations. The Acquisition will be financed through own
resources.�
7.3
The
Acquirers, SAL Securities Private Limited, and HDFC Bank Limited
("HDFC"), a banking corporation incorporated under the laws of India
and having one of its branch offices at No. 115, Radhakrishna Salai, 9th.
Floor, Mylapore, Chennai � 600 004,India have entered into an Open Offer Escrow
Agreement (the "Escrow Agreement") in accordance with Regulation 28
of the SEBI (SAST) Regulations. The Manager to the Offer has been duly
authorised by the Acquirers to operate and realize the value of Escrow Account
in terms of the Regulations.�
7.4
The
Acquirers have deposited with the Manager to the offer, 43,66,750 (Fourty Three
Lakhs Sixty Six lakhs Seven Hundred Fifty only) fully paid equity shares of
Surana Industries Limited of the face value of Rs 10./- each having a closing market price of Rs. 58.00/- per Equity Share on
March 20th. 2009 at� BSE. The total value of Equity Shares
pledged is Rs. 25,32,71,500/- (Rupees Twenty Five Crores Thirty Two Lakhs Seventy
One Thousand and Five Hundred Only) as on March 20th 2009, exceeds the
Escrow amount stipulated under regulation 28(2). The Acquirers have undertaken
to maintain a margin of 25% at all times during the Offer Period over the
minimum requisite Escrow requirement as stipulated under Regulation 28(2). The
Manager to the Offer is empowered to realize the value of the shares by sale or
otherwise, provided if there is any deficit on realization of the value of
shares, such deficit if any shall be made good by the Manager to the Offer. The
Acquirer has authorised the Manager to the Offer to realize the value of the
Escrow Account as required under the Regulations.
7.5
The
Acquirer has also made a cash deposit (�Security Deposit�) of Rs. 65,00,000/-
(Rs. Sixty Five Lacs only) (being not less than 1% of the Maximum
Consideration) in Escrow Account with HDFC Bank No. 115, Radhakrishna Salai, 9th.
Floor, Mylapore, Chennai � 600 004,
7.6
The above mentioned securities held in the name of Acquirers and
Other Promoter Group, pledged for the Escrow amount are free from any
lien/encumbrances and carry voting rights.
7.7
Mr.
C.S. Prithviraj Jain, Proprietor (Membership no. 11529 ) of CSP Jain &
Company, Chartered Accountant, 123, Old 60, N.S.C Bose Road, Chennai � 600 079
has certified, vide certificate dated 5th January 2009 that the acquirers
have adequate resources to meet the financial requirements of the Open Offer.
7.8
Based
on the above , SAL Securities Private Limited is satisfied with the ability of
Acquirers to implement the Offer in accordance with the SEBI (SAST) Regulations
as firm financial arrangements are in place to fulfill the obligations under
the SEBI (SAST) Regulations.
8
Other Terms of The Offer
8.1
The Offer is not subject to any minimum level of acceptances from
shareholders.
8.2
A
Letter of Offer specifying the detailed terms and conditions of the Offer,
together with a Form of Acceptance-cum- Acknowledgement will be mailed on or
before Monday, 4th. May 2009 to the shareholders of the Target
Company whose names appear on the Register of Members of the Target Company and
to the owners of the shares of the Target�
Company whose names appear as beneficiaries on the records of the
respective Depositories, at the close of business� hours on Tuesday, 21st April 2009 (the Specified Date). No Letter of
Offer together with a Form of Acceptance-cum- Acknowledgement will be mailed to
the Acquirer and the Promoter Group of SIL.�
8.3
All
owners of Shares, registered or unregistered, except the Acquirer and the
Promoter Group of SIL, are eligible to participate in the Offer anytime before
closure of the Offer.�
8.4
Shareholders
who hold Shares in the physical form and wish to offer the Shares for sale
pursuant to the Offer, shall be required to send the Form of
Acceptance-cum-Acknowledgement, original share certificate(s) and transfer
deed(s)� duly signed to Cameo Corporate
Services Limited, No 1, Club House Road, 5th Floor, Subramanian
Building, Chennai � 600 002, India, Tel: 044-284603950, Fax: 044-28460129, Contact
Person: Ms. Sreepriya K, email: investor@cameoindia.com, who are acting as the
Registrar to the Offer (the Registrar to the Offer), either by hand delivery
during business hours� (Mondays to
Saturdays between 10.00 a.m. to 5.00 p.m.) or by registered post so that the
same are received on or before the close of the Offer, i.e. by 2nd
June 2009, in accordance with the instructions specified in the Letter of Offer
and the Form of Acceptance-cum-Acknowledgement. �
8.5
The
Registrar has opened a special depository account with SAL Securities Pvt. Limited,
629/1243, Uttar Bhartiya Sangh Building, 1st Floor, Behind Teacher�s
Colony, Bandra (East), Mumbai-400 051 as the Depository Participant in Central Depository
Services (India) Limited (CDSL),Cameo Corporate Services Limited-SIL Open
Offer-Escrow A/c. The DP ID is 12055000 and Beneficiary Client ID is 00000437.
Shareholders holding their beneficiary account in National
������������ Securities Depository Limited (NSDL)
will have to use an inter-depository delivery instruction slip
������������ for the purpose of crediting their
Shares in favour of the special depository account with CDSL.
�
8.6
Beneficial
owners (holders of Shares in dematerialised 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 instructions in off-market mode, duly acknowledged by
the Depository Participant (DP), in favour of the above mentioned special
depository account, to the Registrar to the Offer Cameo Corporate Services
Limited, No 1, Club House Road, 5th Floor, Subramanian Building,
Chennai � 600 002, either by hand delivery during business hours (Mondays to
Saturdays between 10.00 a.m. to 5.00 p.m.) or by registered post so as to reach
on or before the close of the Offer, i.e. by Tuesday, 2nd June 2009, in accordance with the
instructions specified in the Letter of Offer and in the Form of
Acceptance-cum-Acknowledgement. Beneficial owners should ensure that they
credit their Shares in favour of the aforementioned special depository account
before the close of the Offer i.e. before Tuesday, 2nd June 2009 �
8.7
Persons
who own Shares and whose names do not appear on the Register of members of the
Company on the Specified Date are also eligible to participate in this Offer.
Unregistered owners of shares of the Target Company can send their applications
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 numbers, together with the original share certificate(s), transfer deeds
and the original contract note issued by the broker through whom they acquired
their Shares. No indemnity is required from the unregistered owners.
8.8
Owners
of Shares who have sent their Shares for transfer should enclose, Form of
Acceptance-cum-Acknowledgement duly completed and signed, copy of the letter
sent to the Target Company for transfer of Shares and valid share transfer
form(s). Shareholders who have sent their physical Shares for dematerialisation
need to ensure that the process of getting Shares dematerialised is completed
well in time so that the credit in the aforesaid special depository account is
received on or before the date of close of the Offer, i.e. by Tuesday, 2nd June 2009 , else the application will be rejected.
8.9
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, number of Shares held, number of Shares offered, along with the
documents as mentioned above, so as to reach the Registrar to the Offer on or
before the close of the Offer, i.e. by Tuesday, 2nd June 2009 �or in the 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, number of Shares held, number 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
the off-market mode, duly acknowledged by the DP, in favour of the aforesaid
special depository account, so as to reach the Registrar to the Offer, on or
before the close of the Offer, i.e. by Tuesday, 2nd June 2009.
8.10
All
owners of shares of the Target Company, registered or unregistered, who wish to
avail of and accept the Offer can also hand deliver the Form of
Acceptance-cum-Acknowledgement along with all the relevant documents at the
collection centre below in accordance with the procedure as set out in the
Letter of Offer. The collection centre mentioned herein below would be open on
all working days as follows:
Business Hours: Mondays to Saturdays
10.00 a.m. to 5.00 p.m. The centre will be closed on Sundays and any other
public holidays.
|
Contact Person |
Address |
Tel No. |
Fax No. |
Mode Of Delivery |
|
Ms. K Sreepriya |
Cameo Corporate Services Limited, No 1, Club House Road, 5th
Floor, Subramanian Building, Chennai � 600 002 |
044-2846 0390 044-28461989/82 |
044- 28460129 |
Post and Hand Delivery |
|
Mr. Ashish Binsale |
Cameo Corporate Services Limited, 304, Sai Sadan, 76-78 Mody Street, Fort, Mumbai � 400 001 |
022- 2264 4325 022- 2264 2979 |
022- 2264 4325 |
Hand Delivery Only |
|
Mr. M Bala Subramanian |
Cameo Corporate Services Limited, C/o Shree Vidya Consultancy, 101, Shatadal Complex, Opp.
Bata Showroom, Ashram Road, Ahmedabad � 380 009 |
079- 6522 0996 09327055153 09898176213 |
|
Hand Delivery Only |
|
Mr. Krishna Gopal Parashar |
Cameo Corporate Services Limited, C/o Saraswat India Limited, G-4 & g-5, Ground Floor, |
0141- 2204100 09829063961 |
|
Hand Delivery Only |
|
Mr. R Sridhar |
Cameo Corporate Services Limited, C/o Sterling Services, F-63, First Floor, Bhagat Singh
Market, Near Gole Market, Connaught Place, New Delhi �110001 |
011- 4156 1305 093137 96360 093125 46905 |
|
Hand Delivery Only |
�
8.11
The
Registrar to the Offer will hold in trust the Shares / share certificates,
shares lying in the credit of the special depository account, Form of
Acceptance-cum-Acknowledgement, if any, and the transfer form on behalf of the
shareholders of The Target Company until the Acquirer complete its obligations
in accordance with the Regulations.� �
8.12
Thursday, 14th May 2009 shall be the date of opening of
the Offer and Tuesday, 2nd
June 2009 shall be the closing date of the Offer. �
8.13
The
payment of consideration to those shareholders whose Shares or share
certificates and / or other documents are found complete, valid and in order
will be made by way of a crossed account payee cheque, demand draft or pay
order. The decision regarding the acquisition (in full or part), or rejection
of, the Shares offered for sale by the shareholders of the Target Company
pursuant to the Offer and (i) any corresponding payment for the acquired Shares
and / or; (ii) share certificates for any rejected Shares or Shares withdrawn,
will be communicated and despatched to the shareholders by registered post or
by ordinary post as the case may be, at the shareholders� sole risk. Shares
held in dematerialised form to the extent not acquired or Shares withdrawn will
be credited back to their beneficiary account with their respective depository
participants as per the details furnished by their beneficial owners in the
Form of Acceptance cum - Acknowledgement.
8.14
Despatches
involving payment of a value in excess of Rs. 1,500 will be made only by
registered post at the shareholders sole risk. �
8.15
All
Shares tendered in the Offer shall be free from lien, charges and encumbrances
of any kind whatsoever.
8.16
Any
Shares that are the subject matter of litigation or are held in abeyance due to
pending court cases, such that the shareholder(s) of the Target Company may be
precluded from transferring the Shares during pendency of the said litigation,
are liable to be rejected unless directions / orders regarding the free
transferability of such Shares are received together with the Shares tendered
under the Offer prior to the date of closure of the Offer.
8.17
While
tendering the Shares under the Offer, NRIs/ OCBs/ foreign shareholders will be
required to submit the previous RBI Approvals (specific or general) that they
would have obtained for acquiring the shares of the Target Company. In case the
previous RBI approvals are not submitted, the Acquirer reserve the right to
reject such Shares tendered.
8.18
As
per the provisions of Section 196D (2) of the Income Tax Act, 1961 (the Income
Tax Act), no deduction of tax at source shall be made from any income by way of
capital gains arising from the transfer of securities referred to in section
115AD payable to a Foreign Institutional Investor (FII) as defined in section
115AD of the Income Tax Act. However, while tendering their Shares under the
Offer, NRIs, OCBs and other non-resident shareholders (excluding FIIs) will be
required to submit a No Objection Certificate (NOC) or Tax Clearance
Certificate or Certificate for Deduction of Tax at Lower Rate from Income Tax
authorities under the Income Tax Act indicating the amount of tax to be
deducted by the Acquirer before remitting the consideration. In case the
aforesaid NOC or Tax Clearance Certificate or Certificate for Deduction of Tax
at Lower Rate is not submitted, the Acquirer will arrange to deduct tax at the
maximum marginal rate as may be applicable to the category of shareholders on
the entire consideration amount payable to such shareholders.
8.19
In
case the Shares offered in the Offer are more than the Shares to be acquired
under the Offer, the acquisition of Shares from each shareholder will be on a
proportionate basis in accordance with Regulation 21(6) of the Regulations. �
8.20
Unaccepted
share certificates, transfer forms and other documents, if any, will be
returned by registered post at the shareholder's / unregistered owner's sole
risk to the sole / first shareholder. Shares held in dematerialised 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 or
otherwise.�
8.21
A
schedule of some of the major activities in respect of the Offer is given
below:- �
���������
|
SNO |
ACTIVITY |
DATE |
DAY |
|
1 |
Date of Publication Of Public Announcement |
25-03-2009 |
Wednesday |
|
2 |
Specified date (for the purpose of determining the names
of shareholders |
21-04-2009 |
Tuesday |
|
3 |
Last date for announcement of a competitive bid |
15-04-2009 |
Wednesday |
|
4 |
Date by which Letter of Offer will be posted to
shareholders |
04-05-2009 |
Monday |
|
5 |
Date of Opening of the Offer |
14-05-2009 |
Thursday |
|
6 |
Last date for revising the offer price / number of Shares |
22-05-2009 |
Friday |
|
7 |
Last date for withdrawing acceptance from the Offer |
28-05-2009 |
Thursday |
|
8 |
Date of Closure of the Offer |
02-06-2009 |
Tuesday |
|
9 |
Date of communicating rejection / acceptance and payment
of consideration for applications accepted. |
09-06-2009 |
Tuesday |
9 ������General
9.1 ���The Acquirer reserves the right to withdraw
the Offer pursuant to Regulation 27 of the SEBI (SAST) ��Regulations, 1997. Any such withdrawal will
be notified in the form of a public announcement in the same newspapers in
which this Public Announcement appears.
9.2
In
accordance with Regulation 22(5A) of the SEBI (SAST) Regulations, 1997,
shareholders who have accepted the Offer by tendering the requisite documents
in terms of the public announcement / Letter of Offer can withdraw the same up
to three working days prior to the date of closure of the Offer i.e. Friday, 28th May 2009.
9.3
Should
the Acquirers decide to revise the Offer Price or Shares upwards, such upward
revision will be made in accordance with Regulation 26 of the SEBI (SAST)
Regulations, 1997 not later than Tuesday, 22nd.
May 2009 which is 7 (seven) working days prior to the date of closure
of the Offer. If the Offer Price is revised upwards, such revised price will be
payable to all shareholders who have accepted this Offer and submitted their
Shares at any time during the period between the date of opening of the Offer
and the date of closure of the Offer to the extent that their Shares have been
verified and accepted by the Acquirer. Any such upward revision will be announced
in the same newspapers where this Public Announcement appears.
9.4
If there is a competitive bid:
(i) The Public Offer under all the subsisting bids shall close on the
same date.
(ii) As the Offer Price cannot be revised during the seven working days
prior to the closing date of the offers / bids, it would, therefore, be in the
interest of shareholders to wait until the commencement of that period to know
the final offer price of each bid and tender their acceptances accordingly.
9.5
The
Acquirers have not been prohibited by SEBI from dealing in securities, in terms
of directions issued under Section 11B of the Securities Exchange Board of
India Act, 1992.
9.6
Pursuant
to Regulation 13 of the SEBI (SAST) Regulations, 1997, the Acquirers have
appointed SAL Securities Pvt. Limited as the Manager to the Offer.
9.7
The
Acquirers accept full responsibility for the information contained in this
Public Announcement. The Acquirers are jointly and severally responsible for
fulfilment of their obligations under the SEBI (SAST) Regulations, 1997.
9.8
Please
note that some financial data contained in this public announcement has been
rounded off to the nearest lacs or crores (as the case may be), except where
stated otherwise.
9.9
For
further details please refer to the Letter of Offer and the Form of
Acceptance-cum- Acknowledgement.
9.10
Shareholders
can also download a copy of this public announcement, a copy of the Letter of
Offer, the Form of Acceptance-cum-Acknowledgement which will be available on
SEBI�s website http://www.sebi.gov.in from
the Offer opening date, i.e. Thursday, 14th
May 2009 and send in their acceptance by
filing the same.
Issued on behalf of the Acquirers by
Manager to the Offer
SAL Securities Pvt. Limited
629/1243,
1st Floor, Behind
Teacher�s Colony,
Bandra (East), Mumbai 400 051,
Tel: +91 22 26572525, +91 22 �Fax: +91 22 26572018
Contact Person: Mr. Pankaj Roy.
�E-mail: sil_openoffer@salsecurities.com
Place: Chennai
Date: �25th
March 2009