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LETTER OF OFFER
This
Document is important and requires your immediate attention
This Letter of Offer is sent to you as a shareholder(s) of
QUANTUM SOFTECH LIMITED. If you require any clarifications about the action to
be taken, you may consult your stockbroker or investment consultant or Manager
to the Offer or Registrar to the Offer. In case you have recently sold your
shares in the Company, please hand over this Letter Of Offer and the
accompanying Form of Acceptance cum Acknowledgement, Form of Withdrawal and
Transfer Deed to the Member of Stock Exchange through whom the said sale was
effected. OPEN OFFER
By
Mr. P.
Kodanda Rambabu [Flat No.
107, Balaji Vihar Apartments, 8-3-167/D/196&197, Kalyan Nagar,
Hyderabad-58. Tel. No.: 040-23812073] and Mrs. Kodali
Vijaya Rani [VRS &
VJ Residential School, Batchupally, Hyderabad-72, Tel. No. 040-23044668] To the shareholders of QUANTUM
SOFTECH LIMITED (Quantum) Regd. Office: 101, Vaibhav Apartments, 4-2-1069, Ramkote,
Hyderabad-500 001 Tel. No: 040-24750722 for the purchase of� 13,21,860 Fully paid-up Equity Shares of
Rs.10/- each of Quantum, at a price of Re. 1.00 per Equity Share of Quantum
representing 20% of its Subscribed and Voting Capital.� These shares will be acquired in cash, in
accordance with Regulation 20 (2)(a) of SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 and subsequent amendments thereof, from the
equity shareholders of Quantum. This Offer is being made in
compliance with Regulation 10 & 12 of the Securities and Exchange Board of
India� (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 (hereinafter referred to as �the
Regulations�) and amendments thereof. The Offer
along with any obligation relating to payment for, and purchase of, the shares
tendered is subject to the receipt of necessary approval(s), if any, from the Reserve Bank of
India ("RBI") under Foreign Exchange Management Act, 1999
("FEMA"). There are no other statutory approvals required to acquire
shares that are tendered pursuant to this Offer. 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. on or before March 31, 2005. Acquirers has the option to revise
the Offer Price upward any time up to seven working days prior to the date of
Closure of the Offer i.e. on or before March 24, 2005. The upward revision/ withdrawal if
any, of the Offer would be informed by way of Public Announcement in respect of
such changes in all the newspapers in which the original Public Announcement
was made. Such revised Offer Price would be payable by the Acquirers for all
the shares tendered any time during the Offer. There was no Competitive
Bid. As the Offer Price cannot
be revised during 7 Working Days prior to the Closing date of the Offer, it
would, therefore, be in the interest of the shareholders to wait till the
commencement of that period to know the final Offer Price of each bid and
tender their acceptance accordingly. The Public Announcement, Corrigendum
to the Public Announcement and this Letter of Offer including the Form of
Acceptance cum Acknowledgement and Form of Withdrawal would also be available
on SEBI�s website at www.sebi.gov.in.
A SCHEDULE OF SOME OF THE MAJOR ACTIVITIES RELATING TO THE OFFER IS GIVEN BELOW:
RISK
FACTORS: 1.
The
Equity Shares of the Company are infrequently traded on the Stock Exchanges where
they are listed. 2.
The
Acquirers are First Generation Entrepreneurs. TABLE OF CONTENTS
ABBREVIATIONS / DEFINITIONS
SPECIFIED DATE
Date for
the purpose of determining the names of Shareholders, as appearing in the
Register of Members of Quantum or the records of the Depositories, to whom the
Letter of Offer should be sent, i.e. January 31, 2005. CURRENCY OF
PRESENTATION In this
Letter of Offer, all references to �Rs.� are to Indian Rupees. In this Letter
of Offer, any discrepancy in any table between the total and sums of the amount
listed are due to rounding off. 2. DISCLAIMER CLAUSEIT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF LETTER OF OFFER WITH
SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED,
VETTED OR APPROVED BY SEBI.� THE LETTER
OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER
THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE EQUITY SHAREHOLDERS OF QUANTUM SOFTECH LIMITED TO TAKE AN
INFORMED DECISION WITH REGARD TO THE OFFER.�
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF
THE ACQUIRERS OR THE COMPANY WHOSE SHARES AND CONTROL IS PROPOSED TO BE ACQUIRED
OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE
LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS ARE
PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL
RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE
THEIR RESPONSIBILITY ADEQUATELY.� IN
THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER ASHIKA CAPITAL
LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 08, 2005 TO
SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND
TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF.� THE FILING OF THIS LETTER OF OFFER DOES NOT,
HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. 3. DETAILS OF THE OFFER3.1. �BACKGROUND OF
THE OFFER (a) This offer
is being made in compliance with Regulation 10 & 12 of the SEBI (SAST)
Regulations, 1997. (b) On January
24, 2005 the Acquirers has decided to acquire 16,19,429 fully paid-up Equity
Shares of Rs.10/- each at a Price of Re. 0.37 per share and 19,50,800 fully
paid-up Equity Shares of Rs.10/- each at a Price of Re. 0.12 per share
aggregating to 54.02% of the Subscribed and Voting Capital of the Target
Company through Share Purchase Agreements from existing Shareholders (Promoter
Group). The proposed acquisition is through the following Agreements:
*Signed by Constituted Power of Attorney holder Mr. R. Vijay
Kumar. + Signed by Mr. R. Vijay Kumar-General Power of Attorney
holder. The Agreement I is executed between Mr. R. Vijay Kumar and
Mr. P. Kodanda Rambabu, whereas Agreement II is executed between Quantum IT
Investments Inc., USA and Mr. P. Kodanda Rambabu & Mrs. Kodali Vijaya Rani. (c) Some of
the main features of the Agreements are mentioned below: i.
The Sellers have agreed to sell, transfer and assign the
said 35,70,229 fully paid-up Equity Shares of Rs.10/- each of QUANTUM SOFTECH
LIMITED to the Acquirers and the Acquirers had agreed to purchase the said
shares from the Sellers [16,19,429 fully paid-up Equity Shares of Rs.10/- each
at a Price of Re. 0.37 per share and 19,50,800 fully paid-up Equity Shares of
Rs.10/- each at a Price of Re. 0.12 per share] for a total consideration amount
of Rs. 8,33,285/- (Rupees Eight Lakhs Thirty Three Thousand Two Hundred and
Eighty Five only). ii.
Out of the above 35,70,229 fully paid-up Equity Shares of
Rs.10/- each of QUANTUM SOFTECH LIMITED, Mr. P. Kodanda Rambabu intend to
acquire 19,70,229 Shares & Mrs. Kodali Vijaya Rani intend to acquire
16,00,000 Shares. iii.
The Acquirers had paid total amount of Rs. 7,33,285/-
(Rupees Seven Lakhs Thirty Three Thousand Two Hundred and Eighty Five only) to
the Sellers and the rest of the amount of Rs. 1,00,000/- would be paid to the
Sellers within 15 days from the date of consent received from SEBI for Open
Offer to the shareholders of the Company. iv.
The Sellers hereby indemnify the Acquirers for all the
liabilities and litigation relating to the Target Company/Quantum up to
30.09.2004 and such liabilities arise out of an act of commission or omission
of the Sellers or the Company prior to the completion of the Takeover as per
SEBI (SAST) Regulations. v.
The Sellers have absolute right and complete authority to
enter into the present transaction and the Sellers are not in any way
prevented. vi.
This Agreement is subject to the compliance of the
provisions of the SEBI (SAST) Regulations and the Share Purchase Agreement
shall not be acted upon by either of the parties incase of non-compliance of
any provisions of the SEBI (SAST) Regulations. (d) The
proposed change in control is consequent to the Agreement whose salient
features are described in 3.1 (c) above. (e) The
Acquirers, the Sellers and the Target Company have confirmed that they have not
been prohibited by SEBI from dealing in securities, in terms of direction under
Section 11B of the SEBI Act or under any of the Regulations made under the SEBI
Act. (f) The
Acquirers does not hold any Equity Shares of Quantum as on the date of Public
Announcement. The Acquirers has not acquired either directly or through any other
person any Shares of Quantum during the 12 months preceding the date of Public
Announcement. (g) Both the
Acquirers are presently Directors of Target Company. After completion of all
formalities relating to the acquisition and after complying with formalities
required by the Regulations, the Board of Directors may be reconstituted to
include nominee(s) of Acquirers. (h)
Mr. P. Kodanda Rambabu & Mrs. Kodali Vijaya Rani,
Acquirers are on the Board of Directors of Quantum and therefore they will not
participate in any matters concerning to the Offer. 3.2. �DETAILS OF
THE PROPOSED OFFER (a) The
Acquirers made a Public Announcement of the Offer, which was published in all
Editions of the Financial Express (English) on January 27, 2005 &
January 28, 2005 and Swatanthra Vaartha (Hindi) and Hyderabad Edition of
Andhra Prabha (Telugu) on January 27, 2005 in compliance with Regulation
15 (1) of� �the Regulations�. A Corrigendum to the PA was also
published in the said Newspapers on March 8, 2005. (b) The
Acquirers propose to acquire 13,21,860 Fully Paid-up Equity Shares of Rs.10/-
each from the existing equity shareholders at a price of Re. 1.00 per share of
Quantum representing 20% of its Subscribed and Voting Capital payable in Cash. (c) The offer
is not subject to any minimum level of acceptances. The Acquirers will acquire
all Equity Shares of Quantum that are tendered in terms of this Offer up to a
maximum of 13,21,860 Equity Shares. (d) The
Acquirers has not acquired any shares after the date of the Public Announcement
and up to the date of Letter of Offer. (e) The Public
Announcement made on January 27, 2005 & Corrigendum to PA made on March 8,
2005 are available on website of SEBI at www.sebi.gov.in. 3.3. OBJECT OF THE OFFER (a) The
Acquirers had entered into the Share Purchase Agreements with the objective of
Substantial Acquisition of Shares and Voting Rights accompanied with change in
Control/ Management and is making the Open Offer pursuant to the Regulation 10
& 12 of the Regulations. (b)
The Acquirers by virtue of their Managerial/Administrative
experience intend to enter into Real Estate Development and Construction
activities in large scale by taking management control of Quantum through
acquisition of share of the Target Company. (c) Through
this acquisition, the Acquirers intend to expand their business and also derive
benefits of a Listed Company. (d) The
Acquirers do not have any plans to sell, dispose of or otherwise encumber any
significant assets of Quantum in the next two years, except in the ordinary
course of business. The Acquirers will not dispose off, sell or otherwise
encumber any substantial Assets of Quantum except with prior approval of the
Shareholders. 4.
BACKGROUND OF THE ACQUIRERS 4.1.
INFORMATION
ABOUT ACQUIRERS 1. Mr. P.
Kodanda Rambabu (i) Mr. P.
Kodanda Rambabu, S/o. Late P. Satyanarayana, aged about 48 years is
a resident of Flat No. 107, Balaji Vihar Apartments, 8-3-167/D/196&197,
Kalyan Nagar, Hyderabad-58. Tel. No.: 040-23812073. He completed
Bachelor of Commerce from Andhra University in the year 1976. He also completed
Post Graduate Diploma in Financial Management and Post Graduate Diploma in
Management from IGNOU, New Delhi in the year 1998 and 1999 respectively. He has
over two decades of experience in the areas of Finance, Accounts,
Administration and Investments. Presently, he is occupied with the contracts of
construction of independent houses in Hyderabad. (ii) His
Networth as on 24.01.2005 is Rs. 26.15 Lakhs as certified by Mr. Ravi Rambabu
(Membership No. 18541) vide certificate dated January 24, 2005, Partner of M/s.
Rambabu & Co., Chartered Accountants, having Office at 6-3-1090/1/A, 31,
Pancom Chambers, Rajbhavan Road, Hyderabad-500 082, Tel. No. 040-23311587. 2. Mrs.
Kodali Vijaya Rani (i) Mrs.
Kodali Vijaya Rani, D/o. Late K. Venkata Subbarao, aged about 54 years
is a resident of VRS & VJ Residential School, Batchupally, Hyderabad-72,
Tel. No. 040-23044668. She did her Master of Arts in the year 1973 and Bachelor
of Education in the year 1974 from Andhra University and Master of Education in
the year 1989 from Annamalai University. She has three decades of experience in
the area of Educational Services. Presently, she is working in VRS & VJ
Residential School as a Principal. (ii) Her Net
worth as on as on 24.01.2005 is Rs. 36.49 Lakhs as certified by Mr. Ravi
Rambabu (Membership No. 18541) vide certificate dated January 24, 2005, Partner
of M/s. Rambabu & Co., Chartered Accountants, having Office at
6-3-1090/1/A, 31, Pancom Chambers, Rajbhavan Road, Hyderabad-500 082, Tel. No.
040-23311587. 4.2.
Presently, both Acquirers are Directors of the Target
Company. 4.3.
The Acquires has not promoted any companies. 4.4.
Mr. P. Kodanda Rambabu is a Business Associate of Mrs.
Kodali Vijaya Rani. 4.5.
The Acquires do not hold any position on the Board of
Directors of any other Listed company except Quantum. 4.6.
The Acquirers have not entered into any formal agreement
with respect to the acquisition through this Offer and acting together under an
informal understanding. 5.
OPTION IN
TERMS OF REGULATION 21(3) Pursuant
to this Offer, the public shareholding in Quantum will not fall below the limit
specified for the purpose of listing on continuous basis in terms of the
Listing Agreement with the Stock Exchanges and hence, the provisions of
Regulation 21(3) of the Regulations will not be applicable. 6.
BACKGROUND
OF THE TARGET COMPANY - QUANTUM SOFTECH
LIMITED (Quantum) 6.1. Brief History and Main Areas of Operations: a)
Quantum was originally incorporated on 3rd
September 1998 under the Companies Act, 1956 in the name & style of
�Quantum Mindware Limited� and the name was subsequently changed to �Quantum
Softech Limited�. The new Certificate of Incorporation consequent to change of
name was obtained from Registrar of Companies (ROC), Andhra Pradesh on 1st
December 1999. The name of the Company was not changed since listing of Shares.
The Registered Office of the Company is presently situated at 101, Vaibhav
Apartments, 4-2-1069, Ramkote, Hyderabad-500 001. b)
As on the date of Public Announcement, the Issued and
Subscribed Share Capital of the Company is Rs. 6,60,93,000 (Rupees Six Crores
Sixty Lakhs and Ninety Three Thousand only) comprising of 66,09,300 fully paid
up Equity Shares of Rs. 10/- each. There are no partly Paid-up Equity Shares. c)
Quantum is engaged in the business of Software Development.
However the company could not survive in the recession period and has to scale
down the operations. On 30.12.2004, the company altered its Object Clause of
Memorandum of Association for undertaking the business in the field of Real
Estate & Construction of Projects, Residential & Commercial Complexes,
Multiplexes etc. with a view to increase the revenues of the Company. d)
The Equity Shares of Quantum are listed on The Stock
Exchanges of Hyderabad and Bangalore. e)
The
Company came out with its maiden Public Issue during April 2000 to finance Cost
of Software Development Center at Hyderabad, to finance Working Capital
Requirements, to Setup an Overseas Marketing Office at USA, etc. 6.2. Share Capital Structure of Quantum:
6.3. Current Capital Structure of the Company:
6.4. There are no outstanding instruments in the nature of warrants / fully
convertible debentures / partly convertible debentures etc. which are
convertible into equity at any later date. 6.5. Quantum
has confirmed that it has: a. Paid up to date Listing Fees to The Stock Exchanges of Hyderabad
and Bangalore. b.
The Company has complied with the
Listing Agreement requirements of both Stock Exchanges and no
punitive actions were taken against it by any of the Stock Exchanges. c.
The Company has addressed all investor�s complaints as and
when received and there is no pending complaint as on date. 6.6. Present
Composition of the
Board of Directors of Quantum: As on the date of Public Announcement i.e. January 27, 2005],
the Directors representing the Board of Quantum were:
6.7. There was
no trading of the shares of Quantum on January 27, 2005 i.e. the date of Public
Announcement. 6.8. There has
been no merger / de-merger or spin off involving Quantum since the Company�s
listing except sale of entire investments in subsidiary Quantum Softech Inc.,
USA. 6.9. Promoters/Sellers
have complied with the applicable provisions of. However there is a delay of
572 Days for the year 2003 and 207 Days for the year 2004 in compliance with
Regulation 8(3) by the Target Company. SEBI may initiate appropriate action
against the Target Company under SEBI Act for non-compliance with regulation
8(3) of the SEBI (SAST) Regulations, 1997 for the said period. 6.10.
Financial Information: Brief
Audited Financial details for the past 3 years and Un-audited Financial details
for the period ended 31.09.2004 of Quantum are furnished as under: PROFIT & LOSS STATEMENT ������������������������������������������������������������������������������ (Rs.
in Lakhs) �
Note: The Loss during the year 2001-02 was mainly on account of Operational
Expenses & Depreciation. However, the Loss in subsequent years i.e. 2002-03
& 2003-04 was mainly on account of Loss on sale of Fixed Assets. BALANCE SHEET STATEMENT������������������������������������������������������������������������������ (Rs. in Lakhs)
OTHER FINANCIAL DATA
Note: EPS =
Profit after Tax /No. of equity shares Return on
Net Worth = Profit after Tax /Net Worth Book Value
per Share = Net Worth-Total Misc. Exp. Not Written Off / No. of equity shares 6.11.
Pre and Post-Offer Shareholding Pattern of
Quantum (Based on Subscribed and Voting Capital as on 31.01.2005)
6.12.
There are 3416 Equity Shareholders under Public category. 6.13.
The Company is complying with the Clause 49 of the Listing
Agreement on Corporate Governance and undertakes to comply with the amended
Clause 49 on or before the 31st March 2005. 6.14.
Name and Contact details of the Compliance Officer: Mr. R.
Vijay Kumar, Managing Director, 101,
Vaibhav Apartments, 4-2-1069, Ramkote, Hyderabad-500 001. 7.
OFFER
PRICE AND FINANCIAL ARRANGEMENTS 7.1. Justification of Offer Price:
�� The shares of the company at
Hyderabad Stock Exchange were last traded on 26.10.2004.
7.2. Details of Firm Financial arrangements: 1. The total
Financing Resources required to fulfill the Offer is Rs. 6,60,930/- (Assuming
full acceptances) and the same is computed as follows:
2. The
Acquirers, in terms of Regulation 28 (2) has created an Escrow Account by way
of deposit of cash in UTI Bank Limited and the details are given below.
3. The
Manager to the Offer, Ashika Capital Limited has been empowered by the
Acquirers to Operate the said Escrow Account solely and accordingly UTI Bank
Limited have issued a Letter dated January 25, 2005 in favour of Manager to
the Offer confirming the same.� 4. In
accordance with Regulation 22(11) of the Regulations, the Acquirers have made
firm financial arrangements for fulfilling the obligations under the Public
Offer. 5. The
Acquirers have adequate financial resources and has made firm financial
arrangements for the implementation of the Offer in full out of their own
sources/Networth and no borrowings from any Bank and/or Financial Institutions
is envisaged. Mr. Ravi Rambabu (Membership No. 18541), Partner of M/s. Rambabu
& Co., Chartered Accountants, having Office at 6-3-1090/1/A, 31, Pancom
Chambers, Rajbhavan Road, Hyderabad-500 082, Tel. No. 040-23311587 has
certified vide letter dated January 24, 2005 that sufficient resources are
available with the Acquirers for fulfilling the obligations under this
"Offer" in full. 6. The
Manager to the Offer, Ashika Capital Limited confirms that the firm
arrangements for the funds and money for payment through verifiable means are
in place to fulfill the Offer obligations. 8.
TERMS AND
CONDITIONS OF THE OFFER
The form of Acceptance along with Share Certificate
(s) and other documents delivered as per the requirements mentioned above,
shall become acceptance on your part, but will become a fully valid and binding
contract between you and the Acquirers only upon the fulfillment of all the
conditions mentioned herein. 9.
PROCEDURE
FOR ACCEPTANCE AND SETTLEMENT OF OFFER 1.
The
Shareholder(s) of Quantum who qualify and who wish to avail of this Offer are
free to offer their shareholding in full or in part. They should send their
shares to the Registrars to the Offer as mentioned in the Form of Acceptance at
the following address: - Venture Capital and Corporate Investments Limited 6-2-913/914, 3rd Floor, Progressive Towers, Khairatabad, Hyderabad-500004. Tel: 040-23322264, Fax:
040-23324803 Acceptances
may be sent by Registered Post or by hand so as to reach the Registrars/Manager
to the Offer on or before April 5,2005.�
Shareholders
may send their acceptances by hand accordingly:
Delivery
made by Registered Post would be received on all working days except Sunday
& Public Holidays. 2.
Shareholders are
advised to ensure that the Form of Acceptance cum Acknowledgement and other
relevant documents are complete in all respects; otherwise the same is liable
to be rejected. In the case of demat shares, the shareholders are advised to
ensure that their shares are credited in favour of the special depository
account, before the closure of the Offer. The form of Acceptance cum
Acknowledgement of such demat shares not credited in favour of the special
depository account, before the closure of the Offer will be rejected. 3. For Equity
Shares held in Physical Form: - Registered Shareholders should enclose: �
Form of Acceptance cum Acknowledgement duly
completed and signed in accordance with the instructions contained therein, by
all shareholders whose names appear in the share certificates. �
Original Share Certificate(s) �
Valid Share Transfer form(s) duly signed
as Sellers by all the registered shareholders (in case of joint holdings) in
the same order and as per specimen signatures registered with Quantum and duly
witnessed at the appropriate place. A blank Share Transfer Form is enclosed
along with this Letter of Offer. Notwithstanding that the signature(s) of the
transferor(s) has/have been attested, if the signature(s) of the transferor(s)
differs from the Specimen signature(s) recorded with Quantum or are not in the
same order, such shares are liable to be rejected under the open offer even if
the offer has been accepted by bonafide owner of such shares. Unregistered Shareholders should enclose: �
Form of Acceptance cum Acknowledgement duly
completed and signed in accordance with the instructions contained therein, or
application on plain paper. �
Original Share Certificate(s) �
Original Broker Contract Note. �
Valid Share Transfer form(s) as received
from the market. No indemnity is required from unregistered
shareholders. Unregistered shareholders should not sign the transfer
deed. The details of buyer should be left blank failing which the
same will be invalid under the Offer. The details of the Acquirers as the
Acquirers upon verification of the Form of Acceptance and the same being will
fill buyer found valid. All other requirements for valid transfer will be
preconditions for valid acceptance. 4. For Equity
shares held in Demat form: - The Registrar to the Offer, �Venture
Capital and Corporate Investments Limited�, has
opened a Special Depository Account with Stock Holding Corporation of India
Limited (SHCIL) (Registered with NSDL), styled �VCCIL ESCROW ACCOUNT QUANTUM
SOFTECH OPEN OFFER ". The above said account details are as under: -
Shareholders having their beneficiary account in CDSL
have to use Inter depository delivery instruction slip for the purpose of
crediting their shares in favour of the Special Depository Account. Beneficial Owners should enclose: �
Form of Acceptance cum Acknowledgement duly
completed and signed in accordance with the instructions contained therein, as
per the records of the respective depository. �
Photocopy of the delivery instruction in
�Off-market� mode or counterfoil of the delivery instruction in �Off-market�
mode, duly acknowledged by the DP. For each delivery instruction, the beneficial owner should
submit a separate Form of Acceptance. All beneficial owners maintaining account
with CDSL are required to fill in an additional inter depository slip,
maintained with the DP while giving instructions to their respective DPs. 5. The
shareholders should also provide all relevant documents, which are necessary to
ensure transferability of the shares in respect of which the application is
being sent. Such documents may include but are not limited to:
i.
Duly attested death certificate and succession certificate
(in case of single shareholders) if the original shareholder is deceased, in
case succession certificate has not been obtained, the legal heir may approach
the registrar.
ii.
Duly attested power of attorney if any person apart from the
shareholder has signed the application form and / or transfer deed(s).
iii.
In case of Companies, the necessary corporate authorization
(including Board Resolution) and specimen signatures of authorized signatories. 6. The share
certificate(s), share transfer form(s) and the Form of Acceptance along with
the relevant documents should be sent to the Registrar to the Offer/Manager to
the Offer and not to the Acquirers or Quantum. 7. In case of
non-receipt of the Letter of Offer, the eligible persons may send their
consent, to the Registrar to the Offer or Manager
to the Offer, on a plain paper stating their Name, Address, No. of
equity shares held, No. of equity shares offered, Distinctive Nos., Folio No.,
along with documents as mentioned above, so as to reach the Registrar to the
Offer or Manager to the Offer on or before the Closure of
the Offer, i.e. April 5,2005 (Tuesday) or in case of beneficial
owner, they may send the application in writing to the Registrar to the Offer or
Manager to the Offer, on a plain paper stating the Name, Address, No. of
equity shares held, No. of equity 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 or Manager to the Offer, on or
before the Closure of the Offer, i.e. April 5,2005 (Tuesday). The eligible persons can write to the Manager to the
Offer requesting for the Letter of Offer and Form of Acceptance cum
Acknowledgement and fill up the same in accordance with the instructions given
therein, so as to reach the Registrar to the Offer or Manager to the Offer, on or before the Closure of the Offer i.e. April 5,
2005 (Tuesday). � Unregistered owners should not sign the transfer deed
and the transfer deed should be valid for transfer. Alternatively, the Letter of Offer and Form of
Acceptance cum Acknowledgement will be available on SEBI�s website
www.sebi.gov.in from the date of opening of the Offer. The eligible persons can
download the Form of Acceptance cum Acknowledgement from the SEBI�s website and
apply in the same. 8.
The
equity shareholders, who are desirous of withdrawing their acceptances tendered
in the Offer, can do so upto three working days prior to the date of the
Closure of the Offer i.e. on or before March 31, 2005 (Thursday). The withdrawal option can
be exercised by submitting the �Form of Withdrawal� (separately enclosed with
Letter of Offer) to the Registrar to the Offer, Venture Capital and Corporate
Investments Limited so as to reach them on or before March
31, 2005. In case of
non-receipt of �Form of Withdrawal�, the withdrawal option can be exercised by
making an application on plain paper along with the following details: a)
In case of physical shares: Name, Address, distinctive
numbers, folio nos., number of shares tendered/withdrawn, and b)
In case of dematerialised shares: Name, Address, number of
shares tendered/withdrawn, 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. Shares [Physical /Dematerialized form] withdrawn by
the shareholders would be returned by the Registered post. The form of Withdrawal can also be downloaded from SEBI�s
website www.sebi.gov.in or obtained from the Manager/ Registrar to the Offer. 9. Unaccepted Share
Certificate(s), 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. 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. 10. 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, till the
cheques / drafts for the consideration and / or the unaccepted shares / share
certificates are despatched / returned. 10.
DOCUMENTS
FOR INSPECTION Copies of the following
documents will be available for inspection at the office of the Manager to the Offer, Ashika Capital Limited, D. No:
7-1-613/14A, Suite No. 6, 2nd Floor, Nestcon Lakshmisri, Ameerpet,
Hyderabad-500 016, on any working day between 10.00a.m to 2.00p.m during the
period the Offer is open i.e., from March 17, 2005 to April 5,2005:
i)
Memorandum & Articles of Association of Quantum along
with Certificate of Incorporation.
ii)
Chartered Accountant�s Certificate dated 24.01.2005
certifying the Net worth of the Acquirers.
iii)
Chartered Accountant�s Certificate dated 24.01.2005
certifying the adequacy of financial resources with Acquirers to fulfill the
Open Offer obligations.
iv)
Audited Annual Reports of Quantum for the Financial Years
ended 31.03.2000, 31.03.2001, 31.03.2002, 31.03.2003, 31.03.2004 and Un-audited
Results for the period ended 30.09.2004.
v)
A Letter dated January 25, 2005 of UTI Bank Limited for the
amount kept in the Escrow Account and empowering solely the Manager to the
Offer to operate it.
vi)
Copy of Prospectus dated 22.03.2000 of Quantum.
vii)
Copy of the Share Purchase Agreement between Acquirers &
Sellers dated January 24, 2005, which triggered off the Offer.
viii)
Published copies of the Public Announcement made on January
27, 2005 and Corrigendum to PA made on March 8, 2005.
ix)
Copy of confirmation regarding opening of Special Depository
Account in the name and style of �VCCIL ESCROW ACCOUNT QUANTUM SOFTECH OPEN
OFFER�.
x)
A copy of the Letter-dated March 2, 2005 bearing no.
CFD/DCR/AK/TO/35111/2005 of SEBI in terms of Provisions of Regulation 18(2).
xi)
Other relevant documents such as; a.
Copy of the Memorandum of Understanding between the
Acquirers & the Manager to the Offer dated January 25, 2005. b.
Copy of Letter of Appointment of Registrar to the Offer. c.
Copies
of Power of Attorney in favour of Mr. R. Vijay Kumar for taking all such necessary steps
as may be required in the process of Takeover. d. Copy of undertakings from Target
Company such as not entering into any material contracts without the prior
approval of shareholders, making available a list of shareholders as on
Specified date, etc. 10.
DECLARATION
BY THE ACQUIRERS Mr. P.
Kodanda Rambabu and Mrs. Kodali Vijaya Rani accept full
responsibility jointly and severally for the information contained in the
Public Announcement and corrigendum to Public Announcement made in this regard,
Letter of Offer and for ensuring compliance with the Takeover Regulations. The
Manager to the Offer hereby states that the persons signing this Letter of
Offer are Acquirers. Place:
Hyderabad Date:� March 9, 2005.���������������������������������������������������������������� �� Mr. P. Kodanda Rambabu ����������������������������������������������������������� ������� ��������������� Mrs. Kodali Vijaya Rani���������� Attached: Form of Acceptance cum Acknowledgement and
Withdrawal FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT ��������������������������������������������������������������������������������������������������������������������������
Date: From: - ------------------------- ------------------------- ------------------------- To: - Registrar to the Offer VENTURE CAPITAL AND CORPORATE INVESTMENTS LIMITED 6-2-913/914, 3rd Floor, Progressive Towers, Khairatabad, Hyderabad-500004. Tel: 040-23322264, Fax:
040-23324803 Dear Sir, Sub:� Open Offer for purchase of
13,21,860 Fully Paid-up Equity shares of Rs. 10/- each at a price of Re. 1.00
per share of Quantum representing 20.00% of its Subscribed and Voting Capital
by Mr. P. Kodanda Rambabu and Mrs.
Kodali Vijaya Rani� [Acquirers]. I/We, refer to the Letter of Offer
dated March 9, 2005 for acquiring the Equity Share(s) held by me/us in QUANTUM
SOFTECH LIMITED. I/We, the undersigned have read
the Letter of Offer and understood the contents including the terms and
conditions as mentioned therein. I/We, hereby irrevocably & unconditionally accept the
offer and enclose the original share certificate(s) and duly signed transfer
deed(s) in respect of my / our shares as detailed below: FOR SHARES
HELD IN PHYSICAL FORM:
(Please
attach an additional sheet of paper and authenticate the same, if the above
space is insufficient) FOR SHARES
HELD IN DEMAT FORM:
I/We have carried out an Off-market transaction for
crediting the shares to the Special
Depository account with Stock Holding Corporation of India Limited styled,
(Registered with NSDL), � VCCIL ESCROW ACCOUNT QUANTUM SOFTECH OPEN OFFER�, whose
particulars are:
Shareholders having their beneficiary account with CDSL have
to use inter-depository slip for purpose of crediting their shares in favour of
the special depository account. Non resident shareholders should enclose No objection
Certificate / Tax Clearance Certificate from the income tax authorities under
the Income Tax Act, 1961 indicating the amount of tax to be deducted by the Acquirers
before remitting the consideration otherwise tax will be deducted at the
maximum marginal rate as may be applicable to the category of shareholder on
the consideration payable by the Acquirers. I/We confirm that the shares of QUANTUM
SOFTECH LIMITED (Quantum) which are being tendered herewith by me/us under
this Offer, are free from liens, charges and encumbrances of any kind
whatsoever. I/We note and understand that the
original share certificate(s) and valid share transfer deed /shares in the Special
Depository Account will be held in trust for me/us by the Registrar to the
Offer until the time the Acquirers makes payment of the purchase consideration
as mentioned in the Letter of Offer.�
I/We also note and understand that the Acquirers will pay the purchase
consideration only after verification of the documents and signatures. I/We authorise the Acquirers to
accept the shares so offered which they may decide to accept in consultation
with the Manager to the Offer and in terms of the Letter of Offer and I/We
further authorise the Acquirers to return to me/us, share certificate(s) in
respect of which the offer is not found valid/not accepted, specifying the
reasons thereof. I/We authorise the Acquirers or the Registrar to the Offer
to send by registered post the Draft/Cheque, in settlement of the amount to the
sole/first holder at the address mentioned below: Yours faithfully, Signed and delivered:
Note: In case of joint holding all must sign.� A Company must affix the common seal and
furnish its corporate authorizations. Place:__________________������������������������������������������ Date:____________________ So as to avoid fraudulent encashment in transit, the shareholder(s) may
provide details of bank account of the first/sole shareholder and the
consideration cheque or demand draft will be drawn accordingly Name of the Bank and Branch: ___________________________________________ Account Number: (Savings/Current/(Others, please
specify)_____________________ �__ __ __ __ __ __ __ __ __ __ __ __ __ __
____ __ Tear Here __ __ __ __ __ __ __ __ __ __ __ __� __ __ __ __
PLEASE USE THIS FORM ONLY IF YOU HAVE TENDERED THE SHARES
AND WISH TO WITHDRAW YOUR APPLICATION FORM OF
WITHDRAWAL CUM ACKNOWLEDGEMENT (All terms and expressions used herein shall have the same
meaning as ascribed thereto in the Letter of Offer)
Please read the Instruction in Letter of Offer and overleaf
before filling-in this Form of Withdrawal FOR OFFICE USE ONLYWithdrawal Number������������������������������� :
����������.������������ Number of Equity Shares offered : ����������. Number of Equity Shares withdrawn�������� : ����������. From: �������. �������. �������. Tel. No.: ������Fax No.: ������E-mail:������ To: - Registrar to the Offer
VENTURE CAPITAL AND CORPORATE INVESTMENTS LIMITED 6-2-913/914, 3rd Floor, Progressive Towers, Khairatabad, Hyderabad-500004. Tel: 040-23322264, Fax:
040-23324803 Dear Sir, Sub:� Open Offer for purchase of
13,21,860 Fully Paid-up Equity shares of Rs. 10/- each at a price of Re. 1.00
per share of Quantum representing 20.00% of its Subscribed and Voting Capital
by Mr. P. Kodanda Rambabu and Mrs.
Kodali Vijaya Rani [Acquirers]. I/We refer to the Letter of Offer dated March 9, 2005 for
acquiring the equity shares held by me/us in QUANTUM SOFTECH LIMITED. I/We, the
undersigned, have read the Letter of Offer and understood its contents
including the terms and conditions as mentioned therein. I/We wish to withdraw our acceptance tendered in response to
the said offer. We had deposited/sent our �Form of Acceptance� to you on
__________ alongwith original share certificate(s) and duly signed transfer
deed(s) in respect of my/our shares as detailed below: (Please enclose the Xerox copy of
Acknowledgement received for �Form of Acceptance�) FOR SHARES
HELD IN PHYSICAL FORM:
(In case the space provided is inadequate, please attach a
separate sheet with the details) I/We note and understand the terms of withdrawal of
acceptance and request you to return the original share Certificate(s) and valid
share transfer deed will be held in trust for me/us by you and authorize you not to remit the
consideration as mentioned in the Letter of Offer. SHARES HELD
IN DEMATERLISED FORM
I/We have carried out an off market transaction for
crediting the shares to the Special
Depository account with Stock Holding Corporation of India Limited
(SHCIL),� (Registered with NSDL) styled
� VCCIL ESCROW ACCOUNT QUANTUM SOFTECH OPEN OFFER�, whose
particulars are:
Shareholders having their beneficiary account with CDSL have
to use inter-depository slip for purpose of crediting their shares in favour of
the special depository account. I/We note that the Shares will be credited back only to that
Depository Account, from which the Shares have been tendered and necessary
standing instructions have been issued in this regard. I/We confirm that the particulars given above are true and
correct. In case of dematerialised Shares, I/We confirm that the DP
as per the records maintained at their end has verified the signatures of the
beneficiary holders and they have also duly attested the same under their seal. Yours faithfully, Signed and Delivered:
Note: In case of joint holding all
must sign.� A Company must affix the
common seal and furnish its corporate authorizations. Place:__________________������������������������������������������ Date:____________________ INSTRUCTIONS
1.
The shareholders are advised to ensure that the Form of
Withdrawal should reach the Registrar to the Offer at any of the collection
centres mentioned in the Letter of Offer or above as per the mode of delivery
indicated therein on or before 17.00 hours upto the last date of withdrawal
i.e. March 31, 2005, Thursday. 2.
Shareholders should enclose the following:- a. For Equity Shares held in demat form: Beneficial owners
should enclose
�
Duly signed and completed Form of Withdrawal. �
Copy of the Form of Acceptance cum Acknowledgement/ Plain
paper application submitted and the Acknowledgement slip. �
Photocopy of the delivery instruction in �Off-market� mode
or counterfoil of the delivery instruction in �Off-market� mode, duly
acknowledged by the DP. b. For Equity Shares held in physical form: Registered
Shareholders should enclose: �
Duly signed and completed Form of Withdrawal. �
Copy of the Form of Acceptance cum Acknowledgement/ Plain
paper application submitted and the Acknowledgement slip. �
In case of partial withdrawal, Valid Share Transfer form(s)
duly signed as transferors by all registered shareholders (in case of joint
holdings) in the same order and as per specimen signatures registered with
Target Company and duly witnessed at the appropriate place. Unregistered
owners should enclose: �
Duly signed and completed Form of Withdrawal. �
Copy of the Form of Acceptance cum Acknowledgement/Plain
paper application submitted and the Acknowledgement slip �
The withdrawal of Shares will be available only for the
Share certificates / Shares that have been received by the Registrar to the
Offer/ Special Depository Escrow Account. �
The intimation of returned Shares to the Shareholders will
be at the address as per the records of the Target Company/ Depository as the
case may be. �
The Form of Withdrawal alongwith enclosure should be sent
only to the Registrar to the Offer. �
In case of partial withdrawal of Shares tendered in physical
form, if the original share certificates are required to be split, the same
will be returned on receipt of share certificates from Quantum. The facility of
partial withdrawal is available only on to Registered shareholders. �
Shareholders holding Shares in
dematerialised form are requested to issue the necessary standing instruction
for receipt of the credit in their DP account. -----------------------------------------------------------------TEAR
HERE--------------------------------------------------------------- ACKNOWLEDGEMENT SLIP Folio No.\DP ID Client ID: VENTURE CAPITAL AND CORPORATE INVESTMENTS LIMITED 6-2-913/914, 3rd Floor, Progressive Towers, Khairatabad, Hyderabad-500004. Tel: 040-23322264, Fax:
040-23324803 So as to avoid fraudulent encashment in transit, the
shareholder(s) may provide details of bank account of the first/sole
shareholder and the consideration cheque or demand draft will be drawn
accordingly Name of the Bank and Branch: ___________________________________________ Account Number: (Savings/Current/(Others, please
specify)_____________________ _ __ __ __
__ __ __ __ __ __ __ __ __ __ __ __ Tear Here __ __ __ __ __ __ __ __ __ __ __
__ __ __
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