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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 an Equity Shareholder(s) of REVATHI EQUIPMENT
LIMITED (formerly Revathi-CP Equipment Limited). If you require any clarifications about
the action to be taken, you may consult your stock broker or investment
consultant or Managers to the Offer / Registrars to the Offer. In case you have
recently sold your Equity Shares in the Company, please hand over this Letter of
Offer and the accompanying Form of Acceptance cum Acknowledgement and Transfer
Deed to the Purchaser of shares or Member of the Stock Exchange through whom the
said sale was effected.
CASH OFFER (Offer)
By
(Renaissance
Logo)
Utkal Investments Ltd (Acquirer)
(Registered Office: P-103, Princep Street, 3rd
Floor, Room # 24, Kolkata 700 072, (C/o Tel 011-3714978, Fax:
011-3325854) To Acquire
6,41,960 fully paid-up Equity Shares of the Face
Value of Rs. 10/- each representing 20% of the voting Paid-up Equity Share
Capital, at Rs.234/- per fully paid- up Equity Share of REVATHI
EQUIPMENT LIMITED Regd Office: Pollachi Road, Malumachampatti Post,
Coimbatore- 641 021, (Tel: 0422 610851, Fax: 0422
610427) 1.
This Offer is being
made pursuant to the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments
thereto (Regulations). 2.
The Offer is
subject to necessary approval from Reserve Bank of India to (a) one of the
Sellers for the shares to be sold under the SPA and (b) the Acquirers for
purchase of shares from non residents. As on the date of this Letter of Offer,
the Offer is not subject to any other statutory approvals. In the event of
Reserve Bank of India refusing approval for the shares to be sold under SPA, the
Offer will stand withdrawn in terms of Regulation 27 of the Regulations.
3.
Shareholders who have accepted the offer by
tendering the requisite documents, in terms of Public announcement/ Letter of
Offer, cannot withdraw the same. 4.
The Acquirer is permitted to revise the Offer price
upward any time up to seven working days prior to the date of closing of the
offer i.e. June 29, 2002. If there is an upward revision of the Offer Price
(Regulation 26) or (Regulation 27) in case of withdrawal of the Offer, the same
would be informed by way of a public announcement in the same newspapers where
the original Public Announcement has appeared (as mentioned in Para 2.2.2 of the
Letter of Offer.) Such revised price would be payable by the Acquirer for all
the shares tendered at anytime during the Offer. 5.
If there is a
competitive bid: �
-The public
offers under all the subsisting bids shall close on the same
date. �
-As the Offer
price cannot be revised during 7 working days prior to the closing date of the
Offers/ bids, 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. A
copy of the Letter of Offer (including Form of Acceptance- cum- Acknowledgement)
is also available on SEBI�s website (www.sebi.gov.in).
Offer Opens on: June 10,2002,
Monday
Offer Closes On: July 9,2002,Tuesday Schedule of the
Activities
1
DISCLAIMER CLAUSE
It is
to be distinctly understood that the filing of the draft 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 Draft Letter of Offer has been
submitted to SEBI for a limited purpose of overseeing whether the disclosures
contained therein are generally adequate and are in conformity with the
regulations. This requirement is to facilitate the shareholders of Revathi
Equipment Limited to take an
informed decision with regard to the Offer. SEBI does not take any
responsibility either for financial soundness of the Acquirer or the Company
whose shares / 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 the Acquirer is primarily responsible for the
correctness, adequacy and disclosure of all relevant information in this Letter
of Offer, the Managers to the Offer is expected to exercise due diligence to
ensure that the Acquirer discharges its responsibility adequately in this behalf
and towards this purpose, the Managers to the Offer, Ind Global Corporate
Finance Private Limited, Mumbai has submitted a due diligence certificate dated
May 2, 2002 to SEBI in accordance with the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations 1997 and subsequent amendments thereof. The
filing of the Letter of Offer does not however absolve the Acquirer from the
requirement of obtaining such statutory clearances as may be required for the
purpose of the offer. The Acquirer and Managers to the Offer
accept no responsibility for statements made otherwise than in the Letter of
Offer or in the advertisement or any material issued by, or at the instance of
the Acquirer and the Managers to the Offer, and anyone placing reliance on any
other source of information would be doing so at his/her/their own
risk. 2
DETAILS OF THE OFFER
2.1
Background
of the Offer
2.1.1 UIL pursuant to its Board approval at the meeting held on April 20, 2002 has entered into a Share Purchase Agreement dated April 21, 2002 (SPA) with Atlas Copco India Limited (�AC�), having its registered office at Mahatma Gandhi Memorial Building, Netaji Subhas Road, Mumbai 400 002,(Tel :022 5640111, Fax : 022 5649060) and Chicago Pneumatic Tool Company USA (�CP�), having its registered office at 1800 Overview Drive, Rock Hill, South Carolina 29730 USA (Tel :+1-803-817 7000, Fax : +1-800-2326611 (collectively referred to as �Sellers�) .The SPA provides that: - Acquirer will purchase 12,80,200 fully paid up equity shares of the face value of Rs.10/- each representing 39.88% of the Issued, Subscribed and Paid-up equity share capital of REL, at a price of Rs.234/- (Rupees two hundred and thirty four only) per share (�Negotiated Price�) payable in cash, aggregating to Rs.29,95,66,800/- (Rupees twenty nine crores, ninety five lakhs sixty six thousand and eight hundred only). - The SPA also proposes that subject to the approval of the Board of Directors of REL, REL and Sellers would enter into a Non-compete Agreement (�NCA�), which would restrain the Sellers from competing with REL for a period of 5 years. The amount of non-compete fee is proposed to be Rs.10 crores. In the event that the Board of Directors of REL do not approve the NCA, the Sellers will execute the NCA with the Acquirer. - The acquisition of shares under the SPA is subject to interalia CP obtaining the approval from RBI for the shares to be sold under SPA.. 2.1.2 There is no separate arrangement for the change in control, and the change in control is due to the substantial acquisition of shares as per the SPA. 2.1.3 The Acquirer, Sellers, and the Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act, 1992 or under any other regulations made under the SEBI Act. 2.1.5 For
the purpose of this Offer, there is/are no Person(s) Acting in Concert (�PAC�)
with the Acquirer.
2.1.6 Acquirer proposes to reconstitute the Board of Directors of REL subsequent to the completion of the offer. 2.2 Details of the proposed Offer 2.2.1 The Offer to the shareholders of REL is hereby made in accordance with regulations 10 and 12 of the Regulations, on account of substantial acquisition of equity shares and change in control of REL pursuant to the above SPA. UIL is making an Offer to acquire 6,41,960 fully paid up equity shares of REL representing 20% of the paid up equity share capital from all the other remaining equity shareholders of REL at a price of Rs.234/- per fully paid up equity share (�the Offer price�) payable in cash (�the Offer�) subject to the terms and conditions set out below in compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto (the Regulations). The Offer is not subject to any minimum level of acceptance. For justification of the offer price, please refer Para No.5.1of this Letter of Offer. 2.2.2 The
Public Announcement of the Offer was published in the newspapers as stipulated
by Regulation No. 15(1) of the Takeover Regulations on April 25, 2002 and the
details of the same are as follows:
In case of any upward
revision in the Offer price by the Acquirer at any time upto 7 working days
prior to the date of closure of the Offer (i.e.June 29,2002) the same would be
announced in the above-mentioned newspapers and the same price would be payable
by the Acquirer for all the equity shares tendered at anytime during the offer
and accepted under the Offer. 2.2.3 There are no outstanding partly paid-up equity shares or equity shares with calls in arrears of REL, as on the date of Public Announcement. 2.2.4 As on the date of Public Announcement, the Acquirer does not hold any shares of REL. Further, the Acquirer has not acquired any equity shares of REL from the date of Public Announcement till the date of this Letter of Offer. 2.2.5 Public Announcement is available on SEBI�s website i.e. http://www.sebi.gov.in/. 2.2.6 The equity shares will be acquired by the Acquirer free from all liens, charges and encumbrance and together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter. 2.3
Reasons for the acquisition of shares of REL and future
plans
UIL is a Non-banking
finance company controlled by A H. Dalmia Group (Group), and it is in the
business of investments. The key individuals forming part of the Group are Mr.
Ajai Hari Dalmia, Mr.Abhishek Dalmia and Mr. Chaitanya
Dalmia. UIL is the flagship
company for the Group and has been managing the investments for the Group. The
Group was one of the promoters of OCL India Limited (formerly Orissa Cement Ltd
hereinafter referred as �OCL�) and has always been associated with an industrial
enterprise since 1960s. In 1999,
the Group amicably separated from OCL and its other promoters, to independently
pursue other business opportunities. Subsequent to the separation, the Group has
been looking out for business opportunities and believes that REL�s business can
be gainfully combined with the past experience, existing relationships and
management capabilities of the Group. 3
BACKGROUND
OF UTKAL INVESTMENTS LTD
3.1 UIL is an unlisted public limited company, incorporated on April 25, 1974,having its registered office at P-103 Princep Street, 3rd Floor, Room # 24, Kolkata 700 072 and controlled by the A.H.Dalmia Group. UIL was incorporated in
the year 1974, as a wholly owned subsidiary of OCL with investment as its main
objective. In 1997, UIL was registered with RBI as a Non Banking Finance
Company. In the year 1999-2000, UIL made a preferential issue to the
shareholders of OCL as a result of which the control of UIL was transferred from
OCL to the Group. UIL has been successful
in investing and managing of the portfolio of the Group and has been
continuously looking out for business opportunities with good potential for
growth and appreciation, which will enable the Group to capitalise on its past
experience, relationships and management capabilities. 3.2
The Board of Directors of UIL is given below:
None of the above directors is a director on the Board of REL as on the date of Offer. 3.3 Shareholding pattern of UIL as on the date of Public Announcement (i.e.April 25, 2002 )
3.4 The financial information of Utkal Investments Ltd is as under: Profit and Loss Statement Rs.in lakhs
Balance Sheet Rs.in lakhs
Source: Audited annual
reports for three years and accounts certified by UIL for the financials upto
December 31, 2001. Other Financial
Data
Source: Annual Reports 3.5
UIL has
promoted Renaissance Estates Limited (Renaissance Estates). Renaissance Estates
was incorporated as a wholly owned subsidiary of UIL on September 28,2000. The
brief financials for the year 2000-01 as per the audited accounts is given
below:
(Rs.
Lakhs)
Renaissance Estates has since changed its name to Renaissance Asset Management Company Ltd (RAMC) with effect from August 2, 2001. Subsequently RAMC has been converted into a private limited company on October 4, 2001. Currently, RAMC has applied to SEBI for Asset Management Licence and hence is not carrying any business activity. 3.6
UIL vide
its letter-dated April 22, 2002, has certified that it has complied with the
provision of Chapter II of the Regulations.
3.7
The Acquirer does not
have any plans to dispose of or otherwise encumber any assets of REL in the next
two years, except in the ordinary course of business of REL and except to the
extent required for the purpose of rationalisation of assets, investments,
liabilities or otherwise of REL. It is also proposed that REL and Sellers would
enter into a NCA as discussed under Clause 2.1.1. Further on obtaining control,
the Acquirer also plans to explore the possibilities of REL diversifying into
other business. It will be for the Board of REL to take any appropriate
decisions in these matters in accordance with the requirements of the business
and applicable legislations. 3.8
On completion of the
Offer, the public shareholding is not expected to fall to 10% or less, and hence
the delisting option will not apply. 4
BACKGROUND OF REVATHI EQUIPMENT LIMITED
4.1
REL was incorporated on
May 30,1977 as a private company. The company was subsequently converted into a
public company on November 4,1977. The Company has changed its name from
Revathi-CP Equipment Ltd to Revathi Equipment Ltd with effect from July 11,
2001.Its Registered Office is located at Pollachi Road, Malumachampatti Post,
Coimbatore- 641 021, Tamil Nadu. REL is engaged in the business of manufacture
and sale of rotary blast hole drilling rigs and rotary water well drilling
rigs. 4.2 The outstanding equity share capital of REL is Rs.3,20,98,000/- comprising of 32,09,800 fully paid up equity shares of Rs.10/- each. There are no partly paid up shares. The shares of REL are listed on the Stock Exchanges at Mumbai, Chennai and Coimbatore. 4.3
As on the date of Public announcement i.e. April 25, 2002 the Capital
Structure of the Company was as follows:
4.4
There are no outstanding convertible instruments in the books of the
Company. Further, the Company has no partly paid-up Equity
Shares. 4.5
REL vide its letter dated April 30, 2002 has certified that (1) it has
not been penalised by any of the stock exchanges where the shares of the company
are listed, on account of default on compliance of listing agreement formalities
and (II) it has complied with the provisions of Chapter II of the
Regulations. REL
vide its letter dated April 30, 2002 has certified that its promoters and major
shareholders have complied with the provisions of the Chapter II of the
Regulations with regards to their equity share holding in
REL. 4.6
The Company�s management is vested with the Board of Directors. The
composition of the Board of Directors as on the date of Public Announcement
i.e., April 25, 2002 was as follows:
The Acquirer do not have any representatives on the Board of Directors of REL. 4.7 There has been no merger/ demerger/ spinoff of REL in the last three years. 4.8
The financial information of Revathi Equipment Ltd is as
under:
Profit & Loss Account ( Rs. in lakhs )
Balance Sheet
Source: Annual Reports
(Annual reports of 2001, 2000 and 1999) Unaudited financial statements for the period from April 1, 2001 to March 31, 2002.
Balance sheet
Source:
Certificate vide letter dated April 30, 2002
4.9
Pre and Post Offer Shareholding Pattern of REL
Note:The Acquirer has not acquired any equity shares of REL
from the date of Public Announcement till the date of this Letter of Offer. 5
OFFER PRICE AND
FINANCIAL ARRANGEMENTS 5.1 Justification of Offer Price The Equity Shares of the Company are presently listed on the Stock Exchanges at Mumbai, Chennai, and Coimbatore. The details of the trading volumes on all the above stock exchanges are provided below:
As the annualised trading turnover on BSE is more than 2% of the total number of shares, the shares of REL are deemed to be frequently traded on BSE in terms of the Regulations. The Stock Exchange,
Mumbai Based on the information obtained from The Stock Exchange, Mumbai vide their letters dated April 27, 2002, April 30, 2002 and May 2, 2002, and May 24, 2002, the following are the price and volume data for the last 26 weeks prior to the date of Public Announcement i.e. April 25, 2002.
The Offer Price of Rs 234/- per Equity Share of Face Value Rs. 10/- each of REL is as per the parameters as set out in Regulation No. 20(2) of the Takeover Regulations and the same is justified as per Regulation No. 20(6).
The Offer Price will not be less than the highest price paid by the Acquirers for any acquisition of Equity Shares of REL from the date of Public announcement i.e. April 25, 2002 upto 7 working days prior to the closure of the Offer i.e. June 29, 2002. Madras Stock Exchange (MSE), and Coimbatore
Stock Exchange( CSE) Equity Shares of the Company were not frequently traded on MSE, and not traded at all on CSE during 26 weeks preceding the date of Public Announcement based on the information obtained from the respective Exchanges vide their letters dated April 25, 2002 and April 30, 2002 and therefore Equity Shares of the Company are not frequently traded on these Stock Exchanges as per Explanation (I) to Regulation No. 20(3) of the Takeover Regulations. The Offer Price of Rs.234/- per fully paid up
equity share is the highest of the following as per Regulation 20 which is
justified as required under Regulation 20(6).
Based on the above, the Managers to the Offer and the Acquirer are of the opinion that the Offer Price of Rs.234/- per equity share is justified. The Offer Price will not be less
than the highest price paid by the Acquirer for any acquisition of Equity Shares
of REL from the date of Public announcement
i.e. April 25, 2002 upto 7 working days prior to
the closure of the Offer i.e. June 29, 2002. 5.2. Financial Arrangements 5.2.1 The total funds required for the acquisition of 6,41,960 shares of REL at Rs.234/- per share amount to Rs.15, 02,18,640/- (Rupees fifteen crores two lakhs eighteen thousand six hundred and forty only). 5.2.2 UIL has provided a bank guarantee issued by The Vysya Bank Limited, 29/30, Lower Ground Floor, World Trade Centre, Barakamba Lane, New Delhi 110 001 for Rs.4.00 crores, in favour of Managers to the Offer, valid till October 18,2002, in compliance with the provisions of Regulations 28(4) and 28 (6) of the Regulations. The said Bank is not an associate of or belong to the group of the Acquirer or the Target Company. 5.2.3 In addition, the Acquirer has deposited a sum of Rs.15, 02,187/- being 1% of the total consideration payable under the Offer in an escrow account opened with ABN Amro N.V, Sakhar Bhavan, Nariman Point, Mumbai 400 021 and Managers to the Offer have been empowered to operate the escrow account in accordance with the Regulations and authorised to realise the full value in the account, in compliance with Regulation 28(10) of the Regulations. 5.2.4 M/s S.Sukhija & Associates, Chartered Accountants, B-155 (Basement), Lajpat Nagar-I, New Delhi- 110 024 (Tel/ Fax: 011 6845666,)through their partner Mr.Sanjeev Kapoor (Membership No 91402) have certified vide their letter dated April 22, 2002 that on the basis of the information and explanation given by the Acquirer and on verification of assets, liabilities and requirements of funds and availability of internal accruals, UIL has adequate resources to meet the entire financial requirements of the Offer. 5.2.5 On
the basis of the above, the Managers to the Offer confirm that the Acquirer has
adequate resources to fulfil the financial requirements of the Offer and further confirm that firm
arrangements for funds and money for payment through verifiable means are in
place to fulfil the Offer obligations and are satisfied that UIL has the ability
to implement the Offer in accordance with the Regulations. 6
TERMS
AND CONDITIONS OF THE OFFER 6.1 The Offer is being made by the Acquirer to all the remaining Equity Shareholders of REL whose names appeared in the Register of Members on the Specified Date i.e. April 26, 2002 (Except parties to SPA) and also to those persons who own the Equity Shares of REL any time prior to the date of the closure of the Offer i.e. July 9, 2002 but who are not the registered Shareholders of REL, pursuant to SEBI Takeover Regulations. 6.2
The Offer is not subject to any minimum level of
acceptance. 6.3 The Offer will open on June 10, 2002 and close on July 9, 2002. 6.4 Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public announcement/ Letter of Offer, cannot withdraw the same. 6.5 The instructions, authorisations and provisions contained in the Acceptance form constitute an integral part of the terms of this Offer. 6.6 Each Shareholder of REL to whom this Offer is being made is free to offer his shareholding in REL in whole or in part while accepting the Offer. 6.7 The shares will be acquired by the Acquirer, free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared thereafter. 6.8 Statutory Approvals: The Offer is subject to approval of RBI for the sale of shares under Foreign Exchange Management Act, 1999 (�FEMA�), for the shares to be sold by CP under SPA, to be obtained by the Sellers. In the event of RBI refusing the above approval, the Offer will stand withdrawn in terms of Regulation 27 of the Regulations.
The Offer to the Non- resident shareholders is subject to the Acquirer obtaining the appropriate approval from RBI. The Acquirer will make an application to the Reserve Bank of India on behalf of the non-resident shareholders under the provisions of The Foreign Exchange Management Act, 1999 on closure of the Offer, based on the response received from such shareholders. In case of delay in receipt of statutory approvals beyond August 8, 2002, SEBI has the power to grant extension of time to Acquirer for payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the Regulations. As on the date of this Letter of Offer, no other statutory approvals is required to implement the Offer. Further, no approval is required from Banks/ Financial Institutions to the Offer. If any statutory approvals become applicable prior to the completion of the Offer, the Offer would be subject to such statutory approvals. Where the Acquirer fails
to obtain the requisite statutory approvals in time on account of willful
default or neglect or inaction or non-action on his part, the amount lying in
the escrow account shall be liable to be forfeited and dealt in the manner
provided in regulation 28(12)(e) of the Regulations, apart from the Acquirer
being liable for penalty as provided in the Regulations. 6.9 In case, RBI�s approval for acquisition of equity shares from non- resident shareholders under this offer, is unduly delayed, the Acquirer reserves the right to proceed with the payment to the resident shareholders whose equity shares have been accepted by the Acquirer in terms of this Offer, pending payment to the Non resident shareholders subject to total consideration payable to the non-resident shareholders being deposited in the escrow/ special account with a lien marked in favour of the Manager to the Offer. 6.10 Barring unforeseen circumstances, the Acquirer would endeavour to obtain all the approvals by August 8, 2002. 6.11
If there is a competitive offer/
bid: �
The public
offers under all the subsisting bids shall close on the same
day; � As the Offer Price cannot be revised during 7 working days prior to the date of closing of the Offer/bids, 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 offer/ bid and tender their acceptance accordingly. 6.12
The Acquirer will within a period of 45 days of the closure of the Offer
inform the Stock Exchanges and SEBI as to level of acceptance received
thereof. 6.13 The acceptance of the Offer of the Acquirer is entirely at the discretion of the Equity Shareholders of REL. The Acquirer will not be responsible for any loss of Equity Share certificate(s) and Offer acceptance documents during transit and the Equity Shareholders of REL are advised to adequately safeguard their interests in this regard. 6.14 The Acquirer will proceed with the Offer even if they are unable to obtain acceptance to the extent of 6,41,960 fully Paid-up Equity Shares of face value of Rs. 10/- each of REL. 6.15 In the case of shares acquired from non-residents, the Acquirer will not be responsible for any fall in the value of the Rupee due to any fluctuation in the foreign exchange market on account of delay in the approval. 6.16 Accidental omission to despatch this Letter of Offer to any person to whom this Offer has been made to or non-receipt of this Offer by any such person shall not invalidate the Offer in any way. 6.17
The acceptance must be unconditional and should be sent with the attached
form duly filled in, signed by the applicant Shareholder(s) which should be
received by the Registrars to the Offer at the address mentioned in paragraph
7.7 on or before July 9, 2002,. If any change or modification is made, the
acceptance is liable to be rejected. 6.18
Expenses relating to the Offer will be borne by the
Acquirer. 6.19 The Acquirer reserves the right of upward revision of (a) price and (b) number of Shares to be acquired at any time up to 7 working days prior to the closure of the Offer as per Regulation No. 26 of the Takeover Regulations. The same price would be paid by the Acquirer for all the Shares tendered any time during the Offer and accepted under the Offer. The information about such revision(s), if any, would appear on the same newspapers in which Public Announcement has appeared. 6.20 There shall be no discrimination in the acceptance of locked-in shares and non-locked in shares. Locked-in shares can be transferred to the Acquirer subject to continuation of the residual lock-in period in the hands of the Acquirer. 7
PROCEDURE FOR
ACCEPTANCE AND SETTLEMENT 7.1 Shareholders of REL, who wish to avail this Offer should forward the under mentioned documents by hand delivery or by registered post to the Registrars to the Offer at their office at Sri Venkatesh Bhavan, Plot No.27, Road No.11, MIDC, Andheri (East), Mumbai 400 093, or by hand delivery only at the collection centres given hereinafter so as to reach the Registrars on or before July 9, 2002 on their working days during business hours indicated in para 7.7. In the case of dematerialised shares, the Registrar is not bound to accept those offers which have not yet been credited to the Escrow Depository Participant (DP) as on the date of Closure of the Offer, i.e. July 9, 2002. No documents for tendering the shares should be sent either to the Acquirer or Managers to the Offer. 7.2 Registered Shareholders of REL holding physical shares should submit: � The enclosed Acceptance Form duly completed and signed in accordance with the instructions contained therein by the Equity Shareholders of REL in the same order in which they hold Shares in REL. The order cannot be changed or altered nor can any new name be added for the purpose of accepting the Offer. � Original Equity Share Certificate(s). � Valid Share Tranfer Deed(s) duly signed as transferors by all shareholders (in case of joint holdings) in the same order and as per specimen signatures lodged with REL and duly witnessed at the appropriate place by a notary or bank manager or member of stock exchange under their seal of office and membership number. In each case, the name and address of the attesting authority, attesting authority�s seal and registration number (if the authority is a notary public/member of stock exchange) or the name and address of the bank (if the authority is a Bank manager) should appear. Further all attestations should be unconditional, i.e. the authority attesting should not deny the responsibility of identifying the person and the signature by qualifying the attestation. If the said guidelines are not followed, Acquirer reserves the right to reject the transfer deed alongwith the application. The transfer deed should be left blank, except for the signatures as mentioned above. � Not withstanding that the signature(s) of the transferor(s) has/ have been attested as aforesaid, if the signature(s) of the transferor(s) differs from the specimen signature(s) recorded with REL or are not in the same order, such equity shares are liable to be rejected under this Offer even if the Offer has been accepted by a bonafide owner of such equity shares. 7.3
Unregistered Owners of equity shares / Registered shareholders who have
not received the LOO and are holding physical shares should
enclose: � Acceptance Form duly completed and signed in accordance with the instructions contained therein, or an application in writing on a plain paper with Original Equity share certificates, original broker contract note, valid share transfer deed(s) as received from the market. The details of the buyer should be left blank failing which the same will be considered invalid under the Offer. All other requirements for valid transfer (including matching of signatures) will be precondition for acceptance. No indemnity is required from the unregistered owners. � In case of shareholders who have sent their physical share certificates for transfer to REL can enclose the acknowledgement if any, received from REL. Shareholders who are attaching the acknowledgement form are requested to direct REL in writing to retain the share certificates for onward submission to the Registrars to the Offer. � If required such shareholders, may download the Acceptance form from the SEBI�s site (www.sebi.gov.in) or may request for the Acceptance Form from the Registrars to the Offer. 7.4
Procedure for
Equity shares held in Dematerialised form. Registered Beneficiary Owners: � Beneficiary owners (holders of shares in Dematerialized Form) who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instructions in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the Depository Participant (�DP�) in favour of the special depository account. Unregistered Beneficiary Owners/ Registered Demat Shareholders who have not received Letter of Offer � Beneficiary owners of the shares who have not received the LO can apply on a plain piece of paper giving details like the Name, Number of shares held, No of shares offered, Depository Details, alongwith a photocopy of the delivery instructions in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the Depository Participant (�DP�) in favour of the special depository account. Alternatively, they may download the Acceptance Form from the SEBI�s site (www.sebi.gov.in) or may request for the Acceptance Form from the Registrars to the Offer. All other requirements for valid transfer (including matching of signatures) will be precondition for acceptance. � The Registrar to the offer has opened a special depository account , under the name and style of MCS Ltd- Escrow Account- Open offer of REL Shares with ABN Amro N.V Mumbai, registered with CDSL as per the details given below
� Shareholders having their depository account in NSDL have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with CDSL. � For each delivery instruction, the beneficial owner should submit a separate Acceptance Form. 7.5 PLEASE DO NOT FILL IN ANY OTHER DETAILS IN THE TRANSFER DEED. 7.6
The Equity Shareholders should also provide all relevant documents, which
are necessary to ensure transferability of the Shares in respect of which the
acceptance is being sent. Such documents may include (but are not limited
to): � Duly attested death certificate and succession certificate (in case of single Shareholder) where the original Shareholder has expired. � Duly attested Power of Attorney, if any person other than the Shareholder has signed the Form of Acceptance cum acknowledgement or transfer deed(s). � In case of companies, the necessary corporate authorisations (including Board and General Meeting Resolutions). � Any other relevant documents, as necessary. 7.7 The equity shareholders of REL, who wish to avail of the Offer can deliver all the relevant documents referred to above to the Registrars to the Offer at the addresses given below (on all days except holidays and Sundays) in accordance with the instructions specified in the Letter of Offer and in the Acceptance Form mentioned so as to reach them not later than July 9, 2002. All the centres mentioned below would remain open as follows: Monday to Friday: 10.00 am to 1.00 pm and 2.00 pm to 4.00 pm, Saturday: 10.00 am to1.00 pm.
The documents send by Registered Post/ Speed Post/ Courier or through other means will be at the applicant�s own risk and cost. 7.8 All owners (registered or unregistered) of shares of REL (except parties to the SPA), anytime before closure of the Offer are eligible to participate in the Offer. 7.9 In the event that the shares tendered in the Offer by the shareholders of REL are more than the shares to be acquired under the Offer, the acquisition of shares from each shareholder will be as per the provisions of Regulation 21(6) of the Regulations on a proportionate basis in consultation with the Managers to the Offer, irrespective of whether the shares are held in physical or dematerialised form. The shares of REL are traded in compulsorily dematerialised mode and the minimum marketable lot is one share. 7.10 Shares, if any, that are the subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the Offer. The Letter of Offer, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end. In cases where the shares of REL are in the name of tainted persons or the transfer of shares were kept in abeyance due to the inclusion of the tainted persons declared by Special Custodian under the Special Act, the shares will not be accepted until cleared by the Special Court appointed for this purpose. 7.11 Shareholders who have sent their shares for dematerialization need to ensure that the process of getting shares dematerialised 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, else the application would be rejected. 7.12 The Registrars to the Offer will hold in trust the shares, 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 REL who have accepted the Offer, till the cheques/ drafts for the consideration and/ or the unaccepted shares/ share certificates are despatched/returned. 7.13 In case of dematerialised shares, the equity shares would reside in the Special Depository Account as mentioned above. The Registrar to the Offer will debit the Special Depository account to the extent of payment of consideration made by the Acquirer and give instructions for the credit to the beneficial account of the Acquirer. The Equity shares held in dematerialised form to the extent not accepted as a result of non-payment/ part payment of consideration by the Acquirer will be released to the Beneficial Owner�s depository account with the respective beneficial owner�s depository participant as per details furnished by the Beneficial owner in the Acceptance Form, at the sole risk of the beneficial owner. 7.14
The consideration for the equity shares accepted by the Acquirer will be
paid by crossed account payee cheques/ demand drafts. Such considerations in
excess of Rs.1500/- or unaccepted Share certificates, transfer forms and other
documents, if any, will be returned by Registered Post/ Speed post at the
shareholders/ unregistered owners� sole risk to the sole/first shareholder.
Consideration upto Rs.1500/- will be dispatched under certificate of posting. It
is mandatory that shareholders provide bank account details in the Acceptance
Form so that the same can be incorporated in the cheque/ demand
draft. 7.15 Non-residents should enclose copy (ies) of any permission received from the Reserve Bank of India originally given to acquire the Equity Shares held by them in REL and the No Objection Certificate/ Tax Clearance Certificate from the Income tax authorities under Income Tax Act,1961, indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. In case, the aforesaid No objection Certificate/ Tax Clearance Certificate is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the category of the shareholder, on the entire consideration amount payable to such shareholder(s). 8
DOCUMENTS FOR INSPECTION
Copies
of the following documents will be available for inspection at the office of Ind
Global Corporate Finance Pvt Limited, 19th Floor Express Towers,
Nariman Point, Mumbai 400021 during normal business hours on any working day
(Monday to Friday) between 10:00 am and 3:00 pm during the Offer period i.e. from Monday, June 10, 2002 to
Tuesday, July 9, 2002. 1. Certificate of Incorporation of UIL. 2. Memorandum and Articles of Association of UIL. 3. Chartered Accountant's Certificate certifying the adequacy of financial resources with the Acquirer to fulfil the Offer obligations. 4. Audited Annual Reports of UIL for last three years. 5. Audited Annual Reports of REL for last three years. 6. Letter from the Bank confirming (a) the 1% deposit into the escrow account and (b) authority to the Managers to the Offer to realise the full value of the amount in the account. 7. Copy of the Bank guarantee issued by The Vysya Bank Limited in favour of Managers to the Offer. 8. Copy of the SPA dated April 21,2002. 9. Published copy of the Public Announcement. 10. Resolution authorising Smt. Usha Dalmia to sign the Letter of Offer on behalf of UIL. 11. Copy of the Letter received from SEBI in terms of the provisions to Regulation No. 18(2). 12. Copy of the agreement entered into with ABN Amro N.V., for opening Special Depository account. 13. Correspondence from the Stock Exchanges containing the share price and volume data. DECLARATION
BY THE ACQUIRER
A copy of the draft Letter of Offer
was delivered to the Board of Directors of REL and the Stock Exchanges for
information and perusal May 03, 2002.
The Acquirer, accepts responsibility for the information contained in the
Public Announcement and Letter of Offer in terms of Regulation No. 22(6) of the
Takeover Regulations. The Acquirer, accepts responsibility for ensuring compliance with the Regulations. The Managers to the Offer have ensured that Smt. Usha Dalmia, is duly and legally authorised by the Board of Directors of Utkal Investments Ltd, to sign the Letter of Offer. For and on behalf of Utkal Investments Ltd Sd/- Usha Dalmia Authorised Signatory Place: Mumbai Date: May 27, 2002 Encl: Acceptance Form THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION
(Please submit this Form with enclosures to the Registrars to the Offer at their address given overleaf) FORM OF ACCEPTANCE-
CUM-ACKNOWLEDGEMENT
1.
Please read the enclosed
Letter of Offer dated ________carefully before filling this Acceptance
Form 2.
All terms and expressions
used herein shall have the same meaning as ascribed thereto in the Letter of
Offer. 3.
Each shareholder of REL, to
whom this Offer is being made, is free to offer his shareholding in REL, in
whole or in part while accepting the Offer.
To MCS Ltd Unit: Revathi Equipment Ltd Sri Venkatesh Bhavan, Plot No.27, Road No.11 MIDC, Andheri (East), Mumbai 400 093. Dear Sir, Sub: Open offer for purchase of
6,41,960 equity shares of Revathi Equipment Ltd (REL) representing 20% of its
voting capital at an offer price of Rs. 234 per fully paid-up equity share by
Utkal Investments Ltd (Acquirer) I/We refer to the Letter of Offer dated _______ for acquiring the equity shares held by me/us in REL. I/We, the undersigned, have read the Letter of Offer and understood the contents including the terms and conditions mentioned therein. FOR SHARES HELD IN PHYSICAL
FORM
_________________________________________________________________________________ I/We 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.
Please attach an additional sheet of paper if the above space is insufficient and authenticate the same. I/We note and understand that the original share certificate (s) and valid share transfer deed(s) will be held in trust for me/us by Registrars to the Offer until the time the Acquirer pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay the purchase consideration only after verification of the documents and signatures. FOR SHARES HELD IN DEMAT
FORM I/We, holding shares in demat form, accept the Offer and enclose photocopy of the �Delivery Instruction Slip� duly acknowledged by DP in respect of my/ our equity shares as detailed below.
I/ We have done an off market transaction for crediting the shares to the special depository account with ABN Amro Bank N.V. styled �MCS Ltd- Escrow Account- Open offer of REL Shares� with the following particulars: � DP Name: ABN Amro Bank N.V, � DP ID : IN 17200 � Client ID : 1601720000000485. � ISIN :______ Shareholders having their beneficiary account with NSDL should use an �Inter-Depository Delivery Instruction Slip� for the purpose of crediting their shares in favour of the special depository account with CDSL. I/We note and understand that the Shares would reside in the Special Depository Escrow Account until the time the Acquirer makes payment of purchase consideration as mentioned in the Letter of Offer. FOR NRIs/OCBs/FIIs/Foreign ShareholdersI/We have enclosed the following documents: q Approval from Reserve Bank of India, for purchase of shares, if any. q No Objection Certificate/ Tax Clearance certificate under Income tax Act, 1961, as applicable. Following additional documents should be attached wherever applicable. q Power of Attorney q Death Certificate/ Succession Certificate q Corporate authorisation in case of Companies alongwith Board Resolutions and Specimen Signatures of Authorised Signatories. q Others (Please specify):_______________ I/We confirm that the equity shares of REL which are being tendered herewith by me/us under this Offer, are free from lien, charges and encumbrances of any kind whatsoever. I/We note and understand that once I/ we have accepted the Offer by tendering the requisite documents in terms of Public Announcement/ Letter of Offer, and I/we cannot withdraw the same. I/We authorise the Acquirer to accept the shares so offered which it may decide to accept in consultation with the Managers to the Offer and in terms of the Letter of Offer and I/We further authorise the Acquirer to return to me/us, by registered post, equity share certificate(s) in respect of which the offer is not found valid/ not accepted, specifying the reasons thereof and demand draft/ cheque in settlement of the amount by registered post/ speed post/ UCP, to the sole/ first holder at the address mentioned below:
Address of the First/ Sole Share holder where the purchase consideration is to be despatched: _____________________ _____________________ _____________________ Note: In case of joint holdings, all holders must sign. A corporation must affix its rubber stamp. So as to avoid fradulent encashment in transit, the shareholder(s) have to 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:________________ Branch:____________________ City:______________ Account Number:________________________Savings/Current/(Others:please specify)________________ Yours faithfully, Signed and Delivered Place: Date: PROCEDURE FOR
ACCEPTANCE �
The equity
shareholders of REL, who wish to avail of the Offer can deliver all the relevant
documents referred to above to the Registrar to the Offer at its Office or the collection centres whose addresses
are given below (on all days except holidays and Sundays) in accordance with the instructions specified in the Letter of Offer and in
the Acceptance Form mentioned so as to reach them not later than July 9,
2002. All the centres mentioned below would remain open as follows: Monday to Friday: 10.00 am to 1.00 pm and 2.00 pm to 4.00 pm, Saturday: 10.00 am to1.00 pm.
-------------------------------------------------TEAR ALONG THIS LINE---------------------------------------------- MCS Ltd, (Unit: Revathi Equipment Ltd ) Sri
Venkatesh Bhavan, Plot No.27, Road No.11, MIDC, Andheri (East), Mumbai 400
093
Acknowledgement Slip
Folio No. --------------- /DP ID ---------------------------- Client ID--------------------- Sr.No
Received from Mr/ Ms___________________________________________________________________, Address_______________________________________________________________________________ Form of Acceptance cum Acknowledgement for Offer of _____ Equity Shares of REL alongwith copy of Delivery Instruction Slip/ ____ Share Certificates bearing numbers _____________. Stamp of collection centre____________ Signature of Official__________ Date of Receipt________ Note: All future correspondence, if any should be addressed to the Registrars to the Offer: MCS Ltd, Sri Venkatesh Bhavan, Plot No.27, Road No.11, MIDC, Andheri (East), Mumbai 400 093. |
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