PUBLIC
ANNOUNCEMENT
For the attention of the
Shareholders of VGR Construction
Limited
(Registered
Office - 116, Hema Industrial
Estate, Sarvodaya Nagar Road, Next to Meghwadi Police Station, Andheri
(East), Mumbai- 400 060
)
This public announcement is
being issued by Aryaman Financial Services Limited, on behalf of M/s. Aditya Fincap Pvt. Ltd. (Acquirer) and Mr. Minesh Modi, Mr.
Umesh Modi, Mrs. Rupaben Modi and
Mrs. Manisha Modi (PACs) in
pursuant to Regulation 10 and 11(1) and other provisions of Chapter III of and
in compliance with the Securities & Exchange Board of India Substantial
Acquisition of Shares and Takeovers (SAST) Regulations 1997 and subsequent
amendments thereto (the "Regulations ").
a.
The
Offer
a.
This offer is being made by
M/s. Aditya Fincap Pvt. Ltd. having its
registered office at 116, Hema
Industrial Estate, Sarvodaya Nagar Road, Next to Meghwadi Police Station,
Andheri (East), Mumbai- 400 060
(hereinafter referred to as Acquirer). Mr. Minesh Modi residing at A/83,
Vishnu Baug Society, V.P. Road,
Andheri (W), Mumbai 400 059,
Mr. Umesh Modi residing at 1003,
Venus Tower, 102, J.P. Road, Andheri (W), Mumbai 400 058, Mrs. Rupaben Modi
residing at A/83, Vishnu Baug Society,
V.P. Road, Andheri (W),
Mumbai 400 059 and Mrs. Manisha Modi residing at 1003, Venus Tower, 102,
J.P. Road, Andheri (W), Mumbai 400 058 are the PACs.
b.
The Acquirer (including
PACs) belong to the present promoter group of VGR Construction Ltd. (hereinafter
referred to as “Target Company” / “VGR”). VGR had vide Letter of Offer dated
16th May, 2002 made a rights issue of 4,94,500 equity shares of Rs.
10/- each for cash at par to the existing shareholders in the ratio of one
equity share of Rs. 10/- each for every equity share of Rs. 10/- each held as on
15th May, 2002, aggregating to Rs. 49.45 lacs. The Rights issue
opened for subscription on May 27, 2002 and closed on June 26, 2002. The promoter group holding before
the rights issue was 3,11,990 equity shares representing 63.09% of the share
capital of VGR. In the rights issue
the promoter group was entitled to 3,11,990 equity shares. The Acquirer (including PACs), over and above their rights entitlement
had applied for 1,26,010 additional shares out of which 1,22,612 shares have
been allotted in the rights issue on August 3, 2002, thereby increasing
their share to 75.49% of the post
issue share capital of VGR.
c.
This offer is being made
pursuant to the finalisation of the Basis of Allotment for the rights issue by
the Board of Directors of VGR on August 3, 2002 subsequent to which, the promoter group
shareholding has increased to 75.49% thereby attracting Provisions of Chapter
III of the SEBI (Substantial Acquisition of shares and Takeovers) Regulations,
1997.
d.
As on the date of this
public announcement the Acquirer
(including PACs) hold 7,46,592 shares of Rs. 10/-each representing 75.49% of the
paid up and voting share capital of VGR.
e.
The Acquirer (including
PACs) are now making offer to the public shareholders of VGR to acquire further
1,97,800 equity shares representing 20.00% of the issued and paid up equity
share capital at a price of Rs. 35.15 per equity share (the "Offer Price")
payable in cash. The Offer is not subject to any minimum level of acceptance and
the Acquirer (including PACs) will acquire all the equity shares of VGR that are
tendered in valid form in accordance with the terms and conditions set out
herein and in the Letter of Offer to be sent to the shareholders up to a maximum
of 1,97,800 equity
shares.
f.
The equity shares of VGR are
listed on the Mumbai Stock Exchange (BSE). The shares of the company are
frequently traded and the offer price of Rs. 35.15 has been arrived at as per
Regulation 20(2) based on the average of weekly high and low of the closing
prices of the equity shares of VGR as quoted on BSE during the 26 weeks period
preceding the date of the public announcement. There was no trading in the shares
of the company upto 1st July 2002 during the period of the 26 weeks
preceding the date of the Public Announcement. The total number of shares traded during
the past 26 weeks prior to the date of Public Announcement was 19301 shares. The
Acquirer (including PACs) have during the 26 week period prior to the date of this
public announcement acquired 4,34,602 share of Rs. 10/- each at a price of Rs.
10/- per share in the rights issue which opened for subscription on May 27, 2002. There has been no preferential allotment
made to the Acquirer (including PACs) during the 26 week period prior to the date of this
public announcement.
2A. Information about the
Acquirer
M/s
Aditya Fincap Pvt Ltd. (AFPL)
a.
AFPL was incorporated as a
private limited company on 6th July, 1995 under the Companies Act
1956. The Registered office of the Company is situated at 116, Hema Industrial Estate, Sarvodaya Nagar
Road, Next to Meghwadi Police Station, Andheri (East), Mumbai- 400 060). The company has been promoted by
Mr. Minesh Modi and Mr. Umesh Modi.
The shares of the company
are not listed on any of the Stock Exchanges.
b.
The main object of the
company is to carry on business of Investment and Trading in shares and
securities and to Publish Magazine/Newspaper. AFPL is the publisher of the magazine
“Gifts & Accessories”.
c.
As on 31st March,
2001 the Share Capital of the
company was Rs. 36.50 lacs divided
into 15,000 equity shares of Rs. 10 each fully paid up amounting to Rs. 1.50
lacs and 3,50,000 Redeemable preference shares amounting to Rs. 35.00 lacs. The
net worth as on March 31st 2001 was Rs. 12.16 lacs (excluding
Preference Capital). The total income for the period ended 31st
March, 2001 was Rs. 29.22 lacs with a net profit of Rs. 6.97 lacs. For the year ended 31st
March, 2001 book value per share was Rs. 81.09 the Earnings Per Share was Rs.
46.48 and Return on Networth was 57.32%.
2B. Information about the
PACs
The PACs are related to each
other such that they belong to the same family and that Mr. Minesh Modi and Mr.
Umesh Modi are directors in Aditya Fincap Pvt Ltd (AFPL).
The
PACs, Mr. Minesh Modi and Mr. Umesh Modi are the directors in the Target
Company.
There
has been no agreement between the Acquirer and the PACs as regards acquisition
of shares under the open offer.
I. Mr. Minesh Modi
a.
Mr. Minesh Modi , aged 37
years is residing at A/83, Vishnu Baug Society, V.P. Road, Andheri (W), Mumbai 400 059. He is a science graduate and has an
experience of more than 10 years in business and administration. He is presently looking after the family
business of cable manufacturing. He
is a full time director in AFPL and looks after the corporate planning and
structuring of AFPL.
b.
The Net worth of Mr. Minesh
Modi as on 31/03/2002 is Rs 39.09
lacs as certified by M/s. Mahadev Desai Associates Chartered Accountants (membership no. of Mr.
Mahadev Desai 41280), having their office at 402, “A” wing Subham Centre 1, Cardinal Gracious Road,
Chakala, Andheri (E), Mumbai 400 099,
Telephone No. : 022 620
5808.
II. Mr. Umesh
Modi
a.
Mr. Umesh Modi , aged 33 years is residing
at 1003, Venus Tower, 102, J.P. Road, Andheri (W), Mumbai 400 058. He is a
Chartered Accountant. He has gained
vast experience in Merchant Banking, Corporate Planning and Finance. He is a full time director in AFPL and
looks after the day to day activities of the company.
b.
The Net worth of Mr. Umesh
Modi as on 31/03/2002 is Rs 53.57
lacs as certified by M/s. Mahadev Desai Associates Chartered Accountants (membership no. of Mr.
Mahadev Desai 41280), having their office at 402, “A” wing Subham Centre 1, Cardinal Gracious Road,
Chakala, Andheri (E), Mumbai 400 099,
Telephone No. : 022 620
5808.
III. Mrs. Rupaben Modi
a.
Mrs. Rupaben Modi, aged 37
years is residing at A/83, Vishnu Baug Society, V.P. Road, Andheri (W), Mumbai 400 059. She is a Science
graduate and has done her DMLT thereafter.
b.
The Net worth of Mrs.
Rupaben Modi as on 31/03/2002 is Rs
31.55 lacs as certified by M/s. Mahadev Desai Associates Chartered Accountants (membership no. of Mr.
Mahadev Desai 41280), having their office at 402, “A” wing Subham Centre 1, Cardinal Gracious Road,
Chakala, Andheri (E), Mumbai 400 099,
Telephone No. : 022 620
5808.
IV. Mrs. Manisha Modi
a.
Mrs. Manisha Modi, aged 33
years is residing at 1003, Venus Tower, 102, J.P. Road, Andheri (W), Mumbai 400
058. She is an Arts graduate.
b.
The Net worth of Mrs.
Manisha Modi as on 31/03/2002 is Rs
27.45 lacs as certified by M/s. Mahadev Desai Associates Chartered Accountants (membership no. of Mr.
Mahadev Desai 41280), having their office at 402, “A” wing Subham Centre 1, Cardinal Gracious Road,
Chakala, Andheri (E), Mumbai 400 099,
Telephone No. : 022 620
5808.
3. Information on the Target Company – VGR
Construction Limited (VGR)
a.
VGR is a Public Limited
Company having its Registered Office at 116, Hema Industrial Estate, Sarvodaya Nagar
Road, Next to Meghwadi Police Station, Andheri (East), Mumbai- 400 060.
b.
The company was incorporated
on December 13, 1984. The main
object of the company was to carry on construction activities. However the company has not carried over
any major activity since its inception.
During March 2001 the company was taken over by the new management
consisting of Mr. Minesh Modi and Mr. Umesh Modi through their private limited
company AFPL. During June
2002, the main object clause of the company was expanded to included the
activities relating to Software, Finance and Publishing. The name of the company
is being changed to Netlink Solutions (India) Ltd. The change in name has been approved by
the Board of Directors in the meeting held on June 29, 2002 but is yet to be
approved by the shareholders at the Annual General Meeting to be held on
28/08/02. The present directors of
the company are Mr. Minesh Modi, Mr. Umesh Modi, Mr. Navneet Patel and Mr.
Sudhir Patel.
c.
The Authorised Share Capital
of the company is Rs. 100.00 lacs. The Issued subscribed and paid up capital of
the company as on 31.03.02 is Rs. 49.45 lacs divided into 4,94,500 Equity shares
of Rs. 10/- each fully paid up.
There are no partly paid up shares. The shares of the company are listed
on The Mumbai Stock Exchange.
d.
The total Income of the
Company for the year ended 31st March, 2002 was Rs. 12.06 lacs with a
net profit of Rs. 8.28 lacs.
4. Reason for the Offer and Future Plans
about Target Company.
a.
This offer has been made
pursuant to Regulation 10 and 11(1) and other provisions of Chapter III and in compliance with the
regulations for the purposes of
consolidation of holdings.
b.
The Acquirer (including
PACs) do not have any intention to dispose of or otherwise encumber any assets
of VGR in the next two years from the date of closure of the offer, except in
the ordinary course of business.
5. Statutory Approvals and Conditions of the
Offer.
a.
To the knowledge of the
Acquirer (including PACs), no
statutory approvals are required to Acquire the shares that may be tendered
pursuant to the Offer. If any statutory approvals become applicable at
a later date, the offer would be subject to such statutory approvals. In case the statutory approvals are not
obtained, the Acquirer (including PACs) will not proceed with the
Offer.
b.
In case of delay in receipt of statutory
approval, if any, SEBI has the power to grant extension of time to Acquirer for
payment of consideration to the shareholders subject to Acquirer (including
PACs) agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to the willful
default of the Acquirer (including PACs) in obtaining the requisite approvals,
Regulation 22(13) will become applicable.
6. Option to the Acquirer (including
PACs) in
terms of Regulation 21(3)
If the public offer results
in the public shareholding being reduced to 10% or less of the voting capital of
the company, the Acquirer (including PACs) shall undertake to disinvest through
an offer for sale or by a fresh issue of capital to the public, which shall open
within a period of 6 months form the date of closure of the public offer, such
number of shares so as to satisfy the listing requirements
7. Financial Arrangements
a.
The Acquirer (including
PACs) have adequate and firm financial resources to fulfill the obligations
under the open offer. The sources of funds shall be through internal resources
of the Acquirer (including PACs). No borrowings from Bank/ Financial Institution
is being made for the purpose. All the funds will be domestic and no foreign
funds will be utilised.
b.
The maximum purchase
consideration payable by the Acquirer (including PACs) in the case of full
acceptance of the offer i.e. 1,97,800 equity shares is Rs. 69.53 lacs. The Acquirer (including PACs) have
created Fixed deposits totaling to
Rs. 17.50 lacs (being more than 25% of the purchase consideration payable under
this offer) with HDFC Bank, Mumbai as per Regulation 28, on which a
lien has been granted in favour of the Manager to the
Offer.
c.
M/s. Mahadev Desai
Associates, Chartered Accountants
(membership no. of Mr. Mahadev Desai 41280), having their office at 402, “A”
wing Subham Centre 1, Cardinal
Gracious Road, Chakala, Andheri (E), Mumbai 400 099, Telephone No. : 022 620 5808 have confirmed vide their certificate
dated 03/08/02 that sufficient resources are available to allow the Acquirer
(including PACs) to fulfill its obligations under the offer. Based on the above,
the Manager to the Offer is
satisfied about the ability of the
Acquirer (including PACs) to implement the offer in accordance with the
Regulations.
d.
The Manager to the offer
confirms that firm arrangements for funds and money for payment through
verifiable means are in place to fulfill offer
obligations.
8. Other Terms of the
Offer
a.
The Letter of Offer together
with the Form of Acceptance cum
Acknowledgement will be mailed to the shareholders of VGR (except the
Acquirer, The Persons Acting in
Concert and Other Promoters) whose
names appear on the Register of Members of and to the beneficial owners of the
shares of VGR whose names appear on the beneficial records of the respective
depositories VGR at the close of
the business on 31/08/02 (the Specified Date).
b.
Shareholders who wish to
tender the shares will be required to send the Form of Acceptance cum
Acknowledgement, Original Share Certificate (s) and Transfer Deed (s) duly
signed to the Registrar to the Offer at Adroit Corporate Services Pvt. Ltd. 19,
Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka,
Mumbai 400 059, either by hand delivery during normal business hours Monday to
Friday 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on
or before the close of the offer i.e. 02/11/02 in accordance with the
instructions specified in the Letter of Offer and the Form of Acceptance cum
Acknowledgement.
c.
Beneficial Owners and
Shareholders holding shares in the dematerialised form, will be required to send
their Form of Acceptance cum Acknowledgement to the Registrar to the Offer
either by hand delivery during normal business hours or by Registered Post on or
before the close of the offer i.e. 02/11/02, along with photocopy of the
delivery instructions in " Off Market"
mode or counterfoil of the delivery instruction in "Off Market" mode,
duly acknowledged by the Depository Participant ("DP"), in favour of Adroit
Corporate Services Pvt Ltd. For
further details please refer to the Letter of Offer.
d.
All owners of shares, registered or
unregistered (except the Acquirer, The Persons Acting in Concert and Other Promoters), who own the shares at
any time prior to the 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, Number of
Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together
with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued
by the broker through whom they acquired their shares. No indemnity is required
from the unregistered owners.
e.
In case of non-receipt of
the Letter of Offer, eligible persons may send their acceptance to the Registrar
to the Offer, on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of
shares offered, along with documents as mentioned above, so as to reach the
Registrar to the Offer on or before the close of the Offer, i.e.
02/11/02.
f.
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 the Target Company, who have
accepted the offer, until the cheques/ drafts for the consideration and/ or the
unaccepted shares/ share certificates are dispatched/
returned.
g.
Unaccepted Share
Certificates, transfer forms and other documents, if any, will be returned by
Registered Post at the shareholders/ unregistered owners sole risk to the sole/
first shareholder Shareholders whose shares are held in dematerialised form to
the extent not accepted will be intimated by post for the
non-acceptance.
h.
In case the shares tendered
in the offer by the shareholders of VGR are more than the shares to be acquired
under the offer, the acquisition of the shares from each shareholder will be as
per the provision of Regulation 21(6) of the Regulations on a proportionate
basis irrespective of whether the shares are held in physical or dematerialised
form.
i.
Shares, if any, that are
subject matter of litigation wherein the shareholder(s) may be precluded from
transferring the shares during the pendency of the said litigation are liable to
be rejected in case directions/ orders regarding these shares are not received
together with the shares tendered
under the offer. The Letter of Offer in some of these cases , wherever possible, would be forwarded to the concerned statutory authorities
for further action at their end.
j.
Eligible persons to the
Offer may also download a copy of the Letter of Offer and Form of Acceptance cum
Acknowledgement, which will be available on SEBI's website at http://www.sebi.comfrom/from the offer
opening Date i.e. 04/10/02 and apply in the same.
k.
Shareholders who have sent
their shares for demat need to
ensure that the process of getting shares dematted is completed well in time so that the credit in the
Escrow Account should be received on
or before the date of closure of the Offer, i.e. 02/11/02 else the
application would be rejected.
l.
Schedule of the Activities pertaining to the Offer is
given below:
ACTIVITY
|
DAY &
DATE |
|
Specified Date (for
the purpose of determining the names of shareholders to whom the Letter of Offer would be
sent) |
Saturday,
31/08/02 |
|
Last date for a
Competitive Bid |
Wednesday,
28/08/02 |
|
Date by which Letter
of Offer to be posted to the
shareholders.
|
Saturday,
21/09/02 |
|
Date of Opening of the
Offer |
Friday,
04/10/02 |
|
Last date for revising
the offer price / Number of shares |
Thursday,
24/10/02 |
|
Date of Closure of the
Offer
|
Saturday,
02/11/02 |
|
Date by which
acceptance/ rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/
share certificates will be
despatched/ credited.
|
Saturday,
30/11/02 |
9. General
a.
Shareholders who have
accepted the offer by tendering the requisite documents in terms of the Public
Announcement or the Letter of Offer cannot withdraw the
same.
b.
The Acquirer (including PACs), and the
Target Company have not been
prohibited by SEBI from dealing in securities in terms of directions issued u/s.
11 B of SEBI Act.
c.
If there is any upward
revision in the offer price before the last date of revision (i.e. 24/10/02) or
withdrawal of the Offer, the same
would be informed by way of Public
Announcement in the same Newspapers
where the original public Announcement appeared. Such revised offer price would be
payable to all the shareholders who have tendered their shares any time during
the offer and have been accepted under
the offer.
d.
Pursuant to Regulation 13 of
the Regulations, The Acquirer has appointed Aryaman Financial Services
Limited as Manager to the Offer and Adroit Corporate
Services Pvt. Ltd. as the Registrars to the offer.
e.
The Acquirer (including
PACs) accept full responsibility for the information contained in this
Announcement and also for the obligations of the Acquirer (including PACs) as
laid down in the Regulations.
f.
For further details please
refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public
Announcement is also available on SEBI's website at http://www.sebi.com/ .
|
Issued by : Manager To The
Offer |
On Behalf
of |
|
Aryaman Financial
Services Limited, 35, Atlanta, Nariman Point, Mumbai – 400 021. Tel. :
(022) 282 6465/66, Fax :
(022) 282 6467, Email : aryaman@bom2.vsnl.net.in.
Contact Person : Ms.
Radha Kirthivasan |
M/s. Aditya Fincap
Pvt. Ltd (Acquirer) and Mr. Minesh Modi, Mr. Umesh Modi, Mrs. Manisha
Modi, Mrs. Rupaben Modi (PACs) |
Place : Mumbai
Date : August 5, 2002
