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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
Shareholder(s) of Sanyei Mediquip Limited (SML) if you require any
clarifications about the action to be taken, you may consult your stockbroker
or investment consultant or Merchant Banker. 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 to the Member of the Stock
Exchange through whom the said sale was effected.
SCHEDULE OF
ACTIVITIES:
INDEX
DEFINITIONS The following
definitions apply throughout this document, unless the context requires
otherwise:-
2. DISCLAIMER CLAUSE “IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF 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 SANYEI
MEDIQUIP LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI
DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER
(INCLUDING PACS), 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 ACQUIRER
(INCLUDING PACS) IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND
DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT
BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER (INCLUDING
PACS) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND
TOWARDS THIS PURPOSE, THE MERCHANT BANKER M/S. ARYAMAN FINANCIAL SERVICES
LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED AUGUST 13, 2004 TO SEBI
IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS)
REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILING OF THE
LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER (INCLUDING PACS) FROM
THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR
THE PURPOSE OF THE OFFER.” 3. DETAILS OF THE OFFER 3.1 BACKGROUND OF THE OFFER 1. This
Open Offer is being made pursuant to the Regulation 10 and 12 of Chapter III
and in compliance with the Securities & Exchange Board of India,
(Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and
subsequent amendments thereof for substantial acquisition of shares and control
over the target company. 2. This
offer is being made by Sneh Shares and Stockbrokers Pvt. Ltd.
having its registered office at 203, Standard House, 83, M.K.Road, Marine
Lines, Mumbai- 400002, (hereinafter referred to as ‘Acquirer’)
to the equity shareholders of M/s. Sanyei Mediquip Limited having its
registered office at Rajabahadur Mansion, 2nd Floor, 28, Bombay
Samachar Marg, Mumbai- 400 001
(hereinafter referred to SML/Target Company). 3. The
Acquirer has entered into an agreement dated
July 28, 2004 with M/s.
Industrial Investment Trust Ltd. having its registered office at Rajabahadur
Mansion, Bombay Samachar Marg, Mumbai- 400 001 to acquire a total of 39,800
equity shares of Rs. 10/- each forming 79.60% of the equity share capital of
the target company for Rs. 35.37/- per
share. 4. The
mode of payment of the consideration for the shares acquired under the
agreement is by way of cheque/ demand draft and the total consideration of Rs.
14,07,726 (Rupees Fourteen Lacs Seven
Thousand and Seven Twenty Six only), has been
paid at the time of signing of the agreement. 5. The
agreement dated July 28, 2004 contains a clause that it is subject to the
provisions of SEBI (SAST) Regulation and in case of non-compliance with any of
the provisions of the Regulations, the agreement for such sale shall not be
acted upon by the Sellers or the Acquirer. 6. As
on the date of the agreement, the Acquirer (including PACs) do not hold any
shares in the Target Company. 7. The
proposed change in control is not through any arrangement. 8. Based
on the information available from the Acquirer (including PACs) and the Target
Company, neither the Acquirer (including PACs) or the Target Company or the Sellers
have been prohibited by SEBI from dealing in securities in terms of the
direction issued u/s 11B of SEBI Act or under any of the regulation made under
the SEBI Act. 9. The
Composition of the Board of Directors in SML Post-acquisition and Offer shall
be determined on completion of all formalities relating to the Offer. 3.2 DETAILS OF THE
PROPOSED OFFER 1. The
public announcement was made by the Acquirer (including PACs) on August 2, 2004
in compliance with Regulation 15 of the Takeover Regulations in all the
editions of Financial Express (English Daily), Jansatta (Hindi Daily) and
Punyanagari (Regional Language Daily). The Public Announcement is also
available on the SEBI website at www.sebi.gov.in 2. The
offer to the public shareholders of SML is to acquire further 10,000 equity
shares representing 20% of the equity share capital of SML at a price of
Rs.35.50/- per share. The payment to the shareholders whose shares have been
accepted shall be in cash and will be paid by cheque / demand draft. 3. The
Acquirer (including PACs) has not acquired any shares of the target company
after the date of P.A. and upto the date of this LOO. 3.3
OBJECT
OF THE ACQUISITION /OFFER The offer to the Shareholders of SML has been made pursuant to Regulation 10
& 12 of Chapter III and in compliance with the regulations for the purposes
of substantial acquisition of voting rights and management control of the
target company. The Acquirer is in the
business of investment in shares and securities and loans and advances and the
target company is also presently sourcing its income from interest on loans and
advances. Through the acquisition the acquirer expects to expand his scope of
operations and also get the benefits of listing. 4. BACKGROUND OF THE ACQUIRER (INCLUDING PACs) 4.1 Information about the Acquirer
3. There
has been no agreement between the Acquirer and the PACs as regards the open
offer. 4. The
Acquirer (including PACs) have not
promoted any other company. 5. There
is no relationship between the Acquirer (including PACs) except to the extent
that they are directors in the acquirer company. 6. The
net worth of all the under mentioned Acquirer and PACs have been certified by
M/s. Nolakha & Associates, Chartered Accountants, vide certificate dated
30.06.2004 (membership no. of Mr. R. .L .Nolakha- 36943), having their office
at C-2/316, 2nd Floor, Shanti Shopping Centre, Opp.Railway Station,
Mira Road, (E), Mumbai- 401 107 Tel. No. 28553246. I. Sneh Shares and Stockbrokers Pvt. Ltd. (Acquirer/ SSSPL)
7. Board
Of Directors The
composition of Board of Directors as on the date of Public Announcement is as follows:
As on date, none of the directors are on the board
of the Target company.
9. AUDITED FINANCIAL HIGHLIGHTS: PROFIT
& LOSS ACCOUNT (Rs. In Lakhs)
BALANCE SHEET (Rs.
in lakhs)
Other Financial
Data:
4.2 INFORMATION ABOUT PACs I. Mr.
Nitesh Kumar Kabra
II. Mr.
Nirmal Pareek
DETAILS OF THE COMPANIES IN WHICH
THE PACS ARE FULL TIME DIRECTORS ARE AS UNDER: Miracle
Mercantile Pvt. Ltd The company was
incorporated on 24.01.77 and is carrying
on the business of finance and
investment. The directors of the
company are Mr. Nitesh Kumar Kabra and Mr. Mukesh Mantri. Brief Audited Financials (Rs. in lacs)
Nupoor Capitals
Ltd. The company was
incorporated on 13.12.96 under the name Mittal Shares Services Ltd. The name of
the company was subsequently changed to Nupoor Capitals Ltd. and a fresh
certificate of incorporation was obtained on 29.05.03. It is an NBFC and the company is presently
carrying on the business of finance and investment. The directors of the company are Prakash
Gadse and Mr. Nitesh Kabra Brief Audited Financials (Rs. in lacs)
Reasons for the fall in income: Nupoor Capitals Ltd. was initially engaged in the business of share
trading and investments in which it did the total business of Rs.101.64 lacs
during the financial year 2000-2001. However though the turnover in the sale
shares was to the tune of Rs. 101.64 lacs, the profit after tax was negligible
since the purchase price of shares in most of the cases were also high thereby
reducing the profit. From the financial year 2001-2002 onwards, it reduced its
share trading business and started its core activity as an NBFC and thereby
there has been a fall in income due to the new activities started by the
company. 4.3 DISCLOSURE IN TERMS OF
REGULATION 16 (ix)
4.4 FUTURE PLANS/ STRATEGIES OF THE ACQUIRER WITH
REGARD TO THE TARGET COMPANY. The Acquirer is in the business of investment in
shares and securities and loans and advances and the target company is also
presently sourcing its income from interest on loans and advances. Through the acquisition the acquirer expects
to expand his scope of operations and also get the benefits of listing. 4.5. OPTION IN TERMS OF REGULATION 21(3) Assuming full
acceptance of the offer, the post offer share and voting capital with the public in the Target Company would be
less than 10% of the share and voting capital of the company. The Acquirer
(including PACs) undertake to dis-invest 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 requirement. 5. BACKGROUND OF THE TARGET
COMPANY Sanyei Mediquip Limited. (SML)
In 1976, Gujarat Electricity
Board (GEB) revoked the license of SML to distribute electricity in the town of
Nadiad. The distribution assets of the company were transferred to Gujarat Electricity
Board.
There are no outstanding convertible
instruments (warrants/ FCDs /PCDs) etc.
**
Since the company was originally incorporated on May 25, 1929 and listed on
October 6, 1958, the exact details with respect to the original date of
Allotment is not available.
The
composition of Board of Directors as on the date of Public Announcement is as follows:
As
informed by the Target Company as regards the status of compliance with the
listing requirement, the Target Company has complied with all the requirements
to the extent applicable with the Stock Exchange, Mumbai. No punitive action has been taken by the
Stock Exchanges till. The trading in
shares of the company was not suspended at any time.
As regards compliance with Chapter II of the SEBI (SAST) Regulations by
the target company, there has been a delay in the compliances of the
regulations to the extent that post April 1998, upto 30.04.2001, the company
has submitted the various reports to the stock exchanges vide the SEBI
Regularisation scheme 2002. Subsequent to 30.04.2001 till date, the company has
complied with the Chapter II of the SEBI (SAST) Regulations on the due date. The promoters/ sellers/ major shareholders have complied with all
regulations of Chapter II of the SEBI (SAST) Regulations within the specified
time.
(i)
Profit
& Loss Statement (Audited):- (Rs. in Lacs)
(ii)
Balance
Sheet Statement(Audited) : (Rs. in Lacs)
(iii) Other Financial Data :-
17. Reasons for Fall/rise in total income and
PAT for the financial year 2002-2003 and 2003-2004. 2002-2003 The income for the financial year 2002-2003 was
Rs.0.98 lacs as compared to Rs. 60.52 lacs for the financial year 2001-2002.
The income for the financial 2001-2002 was higher due to the sale of the office
premises and investments held in 2001-2002. The income for the financial year
2002-03 was only interest income in 2002-2003 hence on the lower side. 2003-2004 The income for the financial year 2003-2004 was
Rs.0.15 lacs as compared to Rs. 0.98 lacs for the financial year 2002-2003. The
income for the financial 2003-2004 reduced by Rs.0.83 lacs as compared to
2002-2003. This was because during the year 2003-2004, the loans given were
repaid to the tune of Rs.1.25 lacs and hence the interest income was reduced to
Rs. 15,107 as compared to Rs.98,030 in the previous year. 18. Pre and Post offer shareholding pattern of the Target Company is
as follows: -
The Acquirer
(including PACs) have not acquired any shares of the target company after the Public
Announcement till the date of Letter of offer. The Target Company is not a sick
Industrial company within the meaning of clause (o) of Sub-Section (I) of Section 3 of the Sick Industries
Companies (Special Provision) Act, 1985. The total number of shareholders is
51. 19. Details of
changes in the shareholding of the promoters In February 1995, the
company was taken over by Industrial Investment Trust Ltd. , IIT Capital
Services Ltd., and IIT Corporate Services Ltd. (IIT Group ) and Stock Traders
Pvt. Ltd. (STPL) by entering into an agreement with the then promoters i.e. Mr.
Suresh Patel and family to acquire 14,990 equity shares forming 59.96% of the
share capital of SML. As a result, the
then Acquirer made an open offer to the public for acquisition of a further
20.04% of the share capital and all SEBI formalities relating to the open offer
had been complied with. The post offer
shareholding of the IIT group and STPL in SML was 80% of the share capital of
the company. In February 1996, 80% of the
share capital was transferred to Industrial Investment Trust Ltd. from the IIT
Group i.e. IIT Capital Services Ltd., and IIT Corporate Services Ltd. (IIT
Group ) and Stock Traders Pvt. Ltd. (STPL).. 20. Status Of
Corporate Governance SML has complied with the provisions of
Corporate Governance applicable to the Company as per clause 49 of the listing
agreement in regard to, inter alia, the constitution of Board of Directors,
committees of Board of Directors such as Audit Committee, the remuneration
Committee and Investors Grievance Committee, and has made all disclosures as
are required to be made and complied with all the compliances relating to
filing of reports, certificates and other documents to implement the code of
Corporate Governance. There
are no pending litigations of SML 21.
Compliance Officer Ms. Cumi Banerjee Company Secretary Rajabahadur Mansion, 2nd floor, 28, Bombay Samachar Marg, Mumbai 400 001. Tel : 022 22660765 Fax : 022 22651105 6. OFFER PRICE AND FINANCIAL ARRANGEMENTS 6.1. JUSTIFICATION
OF OFFER PRICE 1.
The equity
shares of the Target Company are listed on the The Stock Exchange, Mumbai. 2.
The shares
of the company are infrequently traded in terms of Explanation (i) to
Regulation 20(5) of the Regulations. There was no trading turnover in the
shares of the Target Company. The shares were last traded on the Mumbai Stock
Exchange on March 31, 2001 at Rs. 600 and the number of shares traded were
50. 3.
The details
of shares traded during the 6 calendar months prior to the month in which PA
was made is as under:
4.
The
Shares of the Company are listed on The Stock Exchange, Mumbai. The Shares of the Company are infrequently
traded. There was no trading turnover in the shares of the target company
during the preceding 6 calendar months prior to the month in which this public
announcement is made. The offer price of Rs. 35.50/- per share has been arrived
at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into
account the following: (i)
The
negotiated price under the agreement, which in this case is Rs. 35.37/- per
share for fully paid shares (Regulation20 (5)(a)). (ii)
The
Acquirer (including PACs) have not acquired any Equity shares of the Target
Company during the 26 weeks prior to the date of the Public Announcement
including by way of allotment in a public or rights or preferential issue
except for the shares to be acquired by way of the SPA. (Regulation 20(5)(b)) (iii)
Other
financial parameters based on the audited results of the company as on
10.07.2004 such as: Book Value of Rs. 34.95 EPS Rs. 1.35 and Return on net
worth of 3.88% (Regulation 20(5)(c)) 5. The
offer price is justified in terms of Regulation 20(5) of the SEBI (SAST),
Regulations, 1997. 6. There
is no non-compete agreement. 7. In
view of the above, the Offer Price payable under this Offer is in compliance
with the Takeover Regulations. All other parameters suggest that the price of
Rs. 35.50/- per equity share is just and reasonable in terms of the regulation
20(11) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997. 8. The
offer price shall not be less than the highest price paid by the Acquirer
(including PACs) for any acquisition of the shares of the Target Company from
the date of PA up to 7 working days prior to the closure of the offer (i.e.
upto 15.10.04) 6.2 FINANCIAL
ARRANGEMENTS 1.
The
maximum purchase consideration payable by the Acquirer in the case of full
acceptance of the offer is Rs.3.55 lacs (Rupees Three Lacs Fifty Five Thousand
Only). 2.
The
Acquirer have deposited an amount of Rs. 90,000 towards escrow amount with
Central Bank of India, Babulnath Branch, Mumbai i.e. more than 25% of the total
consideration payable. The Manager to
the offer has been duly authorized by the Acquirer to realize the value of
escrow account in terms of the regulation. 3.
The
Acquirer (including PACs) have made arrangement towards 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 borrowing from Bank/ Financial
Institution is being made for the purpose. All the funds will be domestic and
no foreign funds will be utilized. 4.
M/s.
Nolakha & Associates, Chartered Accountants, (membership no. of Mr.
R.L.Nolakha- 36943), having their office at C-2/316,2nd Floor,
Shanti Shopping Centre, Opp.Railway Station, Mira Road, (E), Mumbai- 401 107
Tel. No. 28553246, have confirmed vide their certificate dated 30.06.04 that
sufficient resources are available with M/s. Sneh Shares and Stockbrokers Pvt.
Ltd. and the PACs to fulfill his obligations under the offer. 5.
Based
on the above, the Manager to the Offer is satisfied about the ability of the
Acquirer and PACs to implement the offer in accordance with the Regulations.
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. 7. TERMS AND CONDITIONS OF THE OFFER A. Eligibility for accepting the offer 1. This offer is made to all the
equity shareholders [except Acquirer (including PACs), the parties to the
agreement] whose names appear in the register of shareholders on 16.08.2004
(the Specified Date) and also to those persons who own the shares any time
prior to the closure of the offer, but are not the registered shareholder(s). 2. The Acquirer will acquire for
cash, Equity Shares of the Target Company to the extent of valid acceptances
received under this offer. 3.
The
instructions, authorizations and provisions contained in the Form of Acceptance
cum Acknowledgement constitute part of the terms of the offer. 4.
In
case of non-receipt of the Letter of Offer or in case of owners of shares who
have sent them for transfer, 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 the relevant documents, so as to reach
the Registrar to the Offer on or before
the close of the Offer, i.e.27.10.2004. Accidental omission to dispatch this
document to any person to whom this offer is made or non-receipt of this offer
shall not invalidate the offer in any way. 5.
Acquirer
(including PACs) is confident of completing all the formalities pertaining to
the Acquisition of the said shares, within 30 days from the date of closure of
this offer including payment of consideration to the shareholders whose have
accepted the offer and for the purpose shall open a special account as provided
under Regulation 29 of the SEBI (SAST) Regulation. Provided that where the
Acquirer (including PACs) is unable to
make payment to the shareholders who have accepted the offer before the said
period of 30 days due to non-receipt of requisite statutory approvals, the
Board may, if satisfied that non-receipt of requisite statutory approvals was
not due to any willful default or neglect of the Acquirer (including PACs) or
failure of the Acquirer (including PACs)
to diligently pursue the applications for such approvals, grant extension
of time for the purpose, subject to the Acquirer (including PACs) agreeing to
pay interest to the shareholders for delay beyond 30 days, as may be specified
by the Board from time to time. 6.
Each
Shareholder of SML to whom this offer is being made, is free to offer his
shareholding in whole or in part while accepting this offer. 7.
Subject
to the conditions governing this offer as mentioned in this offer document, the
acceptance of this offer by the shareholder(s) must be absolute and
unqualified. Any acceptance to the offer, which is conditional or incomplete,
is liable to be rejected without assigning any reason whatsoever. 8.
The
Acquirer including PACs would be responsible for ensuring compliance with the
regulations. 9.
The
minimum market lot of the company is 50 shares. B. Locked in Shares 1. None
of the shares of the target company are under lock-in. C. Statutory
approvals 1. 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 other 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. 2. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant extension of time to Acquirer (including PACs) 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 wilful default of the Acquirer (including PACs) in obtaining the requisite approvals, Regulation 22(13) will become applicable. 8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 1.
None
of the shares of the target company are held in the demat mode. 2.
Shareholders
who wish to tender the shares will be required to send the Form of Acceptance
cum Acknowledgement duly completed and signed by all the shareholders, Original
Share Certificate (s) and Transfer Deed (s) duly signed in case of Joint
Holdings in the same order as per the specimen signatures lodged with SML and
witnessed (if possible by a Notary Public or Bank Manager or Member of Stock
Exchange with membership number) 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. 27.10.2004 in accordance with the instructions
specified in the Letter of Offer and the Form of Acceptance cum
Acknowledgement. In case the shares stand in the name of a sole shareholder who
is deceased, notarized copy of the legal representative obtained from a
competent court. The address of the
collection center of the Registrar to the Offer, for the purpose of the offer
is as follows: -
3.
All
owners of shares, registered or unregistered (except the Acquirer (including
PACs), parties to the agreement), 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. 4.
The
Registrar to the Offer will hold in trust the shares/ share certificates, Form
of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf
of the shareholders of SML who have accepted the offer, until the cheques /
drafts for the consideration and/ or the unaccepted shares/ share certificates
are dispatched/ returned. 5.
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. 6.
In
case the shares tendered in the open offer are more than the shares agreed to
be acquired by the Acquirer, the Acquirer shall accept all valid applications
received from the shareholders of the company on a Proportionate basis ensuring
that it does not result in odd lots. 7.
The
shareholders desirous of withdrawing their acceptances tendered in the offer
can do so up to three working days prior to the date of the closure of the
offer, i.e. on or before 21.10.04, in
terms of Regulation 22(5A). 8.
The
withdrawal option can be exercised by submitting the Form of withdrawal so as
to reach the Registrar to the offer before 21.10.2004. In case of non receipt
of the form of withdrawal, the withdrawal option can be exercised by making an
application on plain paper along with the following details: Name, address, distinctive
numbers, folio nos., number of shares tendered / withdrawn. 9.
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 in some of these cases, wherever possible, would be forwarded
to the concerned statutory authorities for further action at their end. THE DOCUMENTS SHOULD
NOT BE SENT TO THE ACQUIRER (INCLUDING PACS) OR TO SML. The
shareholders also have an option to download the form of acceptance from SEBI’s
website (www.sebi.gov.in)
and apply in the same. 9. DOCUMENTS FOR INSPECTION Copies
of the following documents will be available for inspection at the registered
office of the Acquirer at 203, Standard House, 83, M.K.Road, Marine
Lines, Mumbai- 400002 on all working days except Saturdays,
Sundays and Bank Holidays between 11.00 a.m. and 3.00 p.m. during the Offer
Period. 1. Memorandum
of Association & Articles of Association (including Certificate of
Incorporation) of Sneh Shares and Stockbrokers Pvt. Ltd. 2. Copies
of Audited Annual Reports of SSSPL as at 31.03.2002, 31.03.2003 and 31.03.2004.
3. Memorandum
of Association & Articles of Association (including Certificate of Incorporation)
of M/s. Sanyei Mediquip Limited. 4. Copy
of the Public Announcement. 5. Copies
of Audited Annual Reports of SML as at 31.03.2002, 31.03.2003 and 31.03.2004
and 10.07.2004. 6. Copies
of certificate from M/s. Nolakha & Associates, Chartered Accountants, dated
30.06.04 certifying the adequacy of financial resources of the Acquirer and
PACs to fulfill the offer obligations and the net worth of the Acquirer and
PACs. 7. Copies
of certificate from Chartered Accountant – M/s. Nolakha & Associates,
Chartered Accountants certifying the net worth of the Acquirer and PACs. 8. Fixed
Deposit Receipt from Central Bank of
India, Babulnath Branch, Mumbai towards money
kept in the Escrow account and a lien in favor of the Merchant Banker
i.e. Aryaman Financial Services Ltd. 9. A
copy of the agreement dated July 28, 2004 that triggered off the open offer. 10. Copy
of SEBI letter CFD/DCR/SB/TO/19714/2004
dated September 3, 2004 10. DECLARATION 1. The
Acquirer (including PACs) having made all reasonable inquiries, accept
responsibility for, and confirm that this letter of offer contains all
information with regard to the offer, which is material in the context of the
issue, that the information contained in this letter of offer is true and
correct in all material respects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which makes this document as a whole
or any of such information or the expression of any such opinions or intentions
misleading in any material respect. 2. Each
of the Acquirer (including PACs) would be severally and jointly responsible for
ensuring compliance with the Regulations. 3. We
hereby declare and confirm that all the relevant provisions of Companies Act,
1956 and all the provisions of SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997 have been complied with and no statements in the
offer document is contrary to the provisions of Companies Act, 1956 and SEBI
Substantial Acquisition of Shares and Takeover) Regulations 1997. Signed by : On behalf of himself
and Sneh Shares and Stockbrokers Pvt. Ltd. (Acquirer) Mr. Nirmal Pareek (Director) sd/- PACs Nitesh Kumar Kabra sd/- Date:
09.09.2004 Place:
Mumbai Enclosures: (1) Form of Acceptance cum Acknowledgement (2) Form of Withdrawal THIS DOCUMENT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please
send this Form with enclosures to the Registrar to the Offer at their address
given overleaf) FORM OF
ACCEPTANCE- CUM -ACKNOWLEDGEMENT
From
:- Folio
No.: Sr.No.: No of Shares Held Tel
No: Fax
No: E-Mail: To: IIT Corporate Services Limited. Proto Prima Chambers, 2nd Floor, Suren Road, Andheri (E), Mumbai 400 069 Sub.: Open offer for purchase of 10,000 equity shares of SML representing 20% of the equity share
capital at a price of Rs. 35.50/- per share by M/s. Sneh Shares And Stock
Brokers (P) Ltd. (Acquirer) and Mr. Nitesh Kumar Kabra and Mr. Nirmal
Pareek(PACs) Dear
Sir, I/We refer to the Letter of Offer dated 09.09.2004
for acquiring the equity shares held by me/us in SML. I/We, the undersigned, have read the Letter of Offer
and understood its contents including the terms and conditions as 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:
(In case of insufficient space,
please use additional sheet and authenticate the same) I/We note and understand that the original share
certificate(s) and valid share transfer deed will be held in trust for me/us by
the Registrar to the Offer until the time the Acquirer (including PACs) pays
the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the
Acquirer (including PACs) will pay the purchase consideration only after
verification of the documents and signatures. I/We
note and understand that the Shares would lie in the Escrow Account until the
time the Acquirer (including PACs) makes payment of purchase consideration as
mentioned in the Letter of Offer. I/We
confirm that the equity shares of SML which are being tendered herewith by
me/us under the Offer, are free from liens, charges and encumbrances of any
kind whatsoever. I/We
authorize the Acquirer (including PACs) to accept the shares so offered which
it may decide to accept in consultation with the Registrar to the Offer and in
terms of the Letter of Offer and I/We further authorize the Acquirer (including
PACs) to return to me/us, equity share certificate(s) in respect of which the
offer is not found valid/not accepted, specifying the reasons thereof. I/We
authorize the Acquirer (including PACs) or the Registrar to the Offer to send by registered post
(under UCP if less than Rs. 1,500/-) 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 holdings, all holders must sign. A corporation must affix its common seal. Address
of First/Sole Shareholder
____________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ Place
: Date: So
as to avoid fraudulent encashment in transit, shareholder(s) may provide
details of bank account of the first / sole shareholder and the consideration
cheque or demand draft will be drawn accordingly.
Business
Hours : Mondays to
Friday : 9.30 a.m. to 5.30 p.m. Holidays : Sundays and Bank Holidays All
queries in this regard to be addressed to the Registrar to the Offer quoting
your Folio No. -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - Tear along this line - - - - - - - Folio No..: Serial No. Acknowledgement Slip
Received from Mr./Ms.
______________________________________________ Address______________________________________________
Number of certificate(s)
enclosed ______ Certificate Number(s) ______________ Total number of share(s)
enclosed ____________________ Note : All future correspondence, if any should be
addressed to Registrar to the offer at the address mentioned behind in
this form. The documents referred to above should be sent to any of the
collection centers mentioned overleaf. FORM OF WITHDRAWAL
From:
To, IIT Corporate Services Limited. Proto Prima Chambers, 2nd Floor, Suren Road, Andheri (E), Mumbai 400 069 Sub.: Open offer
for purchase of 10,000 equity
shares of SML representing 20% of the equity share capital at a price of Rs.
35.50/- per share by SSSPL (including PACs) Dear
Sir, I/We refer to the Letter of Offer dated 09.09.2004
for acquiring the equity shares held by me/us in SML. 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’)
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. I/We authorise the Acquirer to reject the shares so
offered which it may decide in consultation with Registrar to the Offer and in
terms of the Letter of Offer. Yours faithfully, Signed
Address
of First/Sole Shareholder
___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Place: Date: Note: Incase
of joint holdings, all holders must sign. A corporation must affix its common
seal. -------------------------------------------------------TEAR
HERE------------------------------------------
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