PUBLIC
ANNOUNCEMENT
FOR
THE ATTENTION OF THE EQUITY SHAREHOLDERS OF
SUNFLEX FINANCE & INVESTMENTS LIMITED
(hereinafter
referred to as "the Target Company" or "SF&IL"
Registered
Office: Cecil Court, 2nd Floor, Mahakavi Bhushan Marg, Mumbai - 400
039.
(This
Public Announcement is being issued by Weizmann Capital Limited (Manager to the
Offer), on behalf of Mr. Shekhar J. Mehta, Mr. Sailesh J. Mehta, Mr. Anmol S.
Mehta and Mr. Shaurat S. Mehta (hereinafter referred to as the "Acquirers")
pursuant to Regulation 10 and 12 and as required under the Securities And
Exchange Board of India (Substantial Acquisition of shares and Takeovers)
Regulations, 1997 [SEBI (SAST) Regulations, 1997] and subsequent amendments
thereto (hereinafter referred to as the "Regulations").
The Offer
(a)
Mr. Shekhar J.
Mehta, Mr. Sailesh J. Mehta, Mr. Anmol S. Mehta and Mr. Shaurat S. Mehta
(hereinafter referred to as the
"Acquirers") are the Acquirers for the purpose of the offer. There is no
Person Acting in Concert (PAC), within the meaning of Regulation 2(1)(e) of the
Regulations, with the Acquirers for the purpose of the Offer.
(b)
The Acquirers
have entered into a Memorandum of Understanding (MoU) dated April 8, 2002 with
(1) Mr. Vinod B. Agarwal (2) Mr. Vinod B. Agarwal (in his capacity as Karta of
M/s. Vinod B. Agarwal HUF) (3) Mrs. Usha V. Agarwal (4) Ms. Kumpal V. Agarwal
(5) Mr. Ankit V. Agarwal (6) Ms. Rashi V. Agarwal (7) Mr. Kishor S. Dhurandhar
(8) Ms. Tanvi K. Dhurandhar (9) Mrs. Shailaja S. Dhurandhar (hereinafter
collectively called “the sellers”)
who are the promoters of Sunflex Finance & Investments Ltd. (SF&IL) for acquiring 702700 Fully
Paid-up Equity Shares of Rs.10/- each representing 58.20 % of the voting Capital
of SF&IL at a price of Rs.8.50
(Rupees Eight and Paise Fifty only) per fully paid up Equity Share of
Rs.10/- each and payable by way of cheque.
(c)
As per Regulation
21(1) of the Regulations, the Acquirers are making an open offer to all the
shareholders (other than the
sellers) to acquire up to 20 % of the voting capital representing 2,41,496 fully
paid up equity shares of Rs.10/- each at a price of Rs.11/- (Rupees Eleven Only)
per fully paid up equity share ("the offer Price") of SF&IL and payable by
way of Account payee cheque /demand draft. The offer is unconditional and not
subject to any minimum level of acceptance from the
shareholders.
(d)
The Equity shares
of SF&IL are listed on the Stock Exchange, Mumbai. The Equity shares of
SF&IL are infrequently traded in terms of the explanation (i) to Regulation
20(3) of the Regulations. The offer
price of Rs.11/- per share at which the open offer is being made has been
determined as per Regulation 20(3) of the SEBI (SAST) Regulations, 1997 taking
into account following factors:
The
Acquirers neither hold any shares of SF&IL as on date, nor have acquired any
shares of SF&IL in the last 12 months prior to the date of this
Announcement. The
negotiated price under the agreement is Rs. 8.50 (Rupees Eight and Paise Fifty
only) per Equity share of Rs.10/- each.
The Acquirers have not acquired any shares under a preferential
Allotment. The Return on Net Worth
of the Company as per the Annual Report of SF&IL as on 31st
March, 2001 is 0.02 % and as per the latest Audited Balance Sheet as on
31st December, 2001 is * (0.07%). The Book Value of the Company as
per the Annual Report of SF&IL as on 31st March, 2001 is Rs.10.85
and as per the latest Audited Balance Sheet as on 31st December, 2001
is Rs.10.84. The Earning per share as per the Annual Report of SF&IL as on
31st March, 2001is Rs.0.002 and as per the latest Audited Balance
sheet as on 31st December, 2001 is *(Rs.0.01). (diluted) There has
been no trading of the Equity shares of SF&IL on the Stock Exchange, Mumbai
during the previous 6 months prior to this Announcement. The current Price Earning multiple
for similarly placed companies is 7.7. (Source Capital Market Vol. XVII/02,
April 14, 2002 issue) Price/Earning
multiple vis-à-vis industry average is not determinable as there is no trading
in the equity shares of the Company since last 5 years. As a result Price /
Earning ratio has not been computed and is not relevant. Taking the above
factors into consideration the offer price of Rs.11/- per share (Rupees Eleven
only) is determined and justified as per the provisions of Regulation 20(3) of
the SEBI (SAST) Regulations, 1997.
*
Figures in brackets indicates negative figures / loss.
(e)
The Acquirers do
not hold any shares of SF&IL as on the date of the Public Announcement.
Information
about Acquirers(s) and Person acting in concert with
him
(a)
Acquirers
Mr.
Shekhar J. Mehta an
Indian Resident, about 51 years old, resides at JCM House, 320, LD Ruparel Marg,
Malabar Hill, Mumbai – 400 006. Mr. Shekhar Mehta is a Commerce Graduate and a
Leading diamond Merchant with rich experience in the trade for more than two
decades, He is also the promoter and Chairman of M/s. Jewel Tech (India) Ltd a
company engaged in the business of export of diamond studded gold jewelry and
heads the finance and marketing functions of the Company.
Mr.
Sailesh J. Mehta an
Indian Resident about 56 years old, residing at 3 K, Alankar, 3 Harkness Road,
Walkeshwar, Mumbai – 400 006 is a Arts Graduate from Bombay university and is
the brother of Mr. Shekhar J. Mehta. Mr. Sailesh J. Mehta is the Promoter
Director of M/s. Jewel Tech (India) Limited and is mainly responsible for
diamond procurement, import/export and overall administration of Jewel tech
(India) Ltd.
Mr.
Anmol S. Mehta an
Indian Resident about 27 years old, residing at JCM House, 320, LD Ruparel Marg,
Malabar Hill, Mumbai – 400 006 has received his higher education at London
(U.K.) and Business Administration at Boston (U.S.A). He is the eldest son of
Mr. Shekhar J. Mehta. Mr. Anmol S.
Mehta is also a Director of M/s. Jewel Tech (India) Ltd and looks after the
operations of sales, marketing and finance and is currently involved in
strategic planning, re-engineering of business activities, brand building and
improving the morale and efficiency of the workforce of Jewel Tech (India)
Ltd.
Mr.
Shauharat S. Mehta an
Indian Resident about 22 years old, residing at JCM House, 320, LD Ruparel Marg,
Malabar Hill, Mumbai – 400 006 is the younger son of Mr. Shekhar J. Mehta. Mr. Shaurat S. Mehta is also a Director
of M/s. Jewel Tech (India) Ltd and looks after the day-to-day activities,
Product Development, Research & Development, Operations of diamond
procurement, Personnel, Administration and Production of Jewel Tech (India)
Ltd.
(b)
The Acquirers are
Individuals and not a company.
(c)
The Acquirers
being individuals, the financial details likewise in a company are not
given.
(d) The Net worth of Mr.
Shekhar J. Mehta as on December 31, 2001 duly certified by Mahendra V.
Mehta partner of Sampat & Mehta., Chartered Accountants (Membership
No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007
is Rs. 21,78,88,603/- (Rupees Twenty One Crores Seventy Eight Lacs eighty eight
thousand six hundred and three only).
The
Net worth of Mr. Sailesh J. Mehta as on December 31, 2001 duly certified by Mahendra V.
Mehta partner of Sampat & Mehta., Chartered Accountants (Membership
No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007
is Rs. 20,87,76,149/- (Rupees Twenty Crores Eighty Seven Lacs Seventy Six
thousand One hundred and Forty Nine only).
The
Net worth of Mr. Anmol S. Mehta as on December 31, 2001 duly certified by Mahendra V.
Mehta partner of Sampat & Mehta., Chartered Accountants (Membership
No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007
is Rs. 6,26,97,846/- (Rupees Six Crores Twenty Six Lacs Ninety Seven thousand
Eight hundred and Forty Six only).
The
Net worth of Mr. Shaurat S. Mehta as on December 31, 2001 duly certified by Mahendra V.
Mehta partner of Sampat & Mehta., Chartered Accountants (Membership
No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007
is Rs.4,07,07,728/- (Rupees Four Crores Seven Lacs Seven Thousand Seven Hundred
and Twenty Eight only).
(e) There are no persons acting
in concert with the Acquirers
(f)
The
Acquirers are Directors in a closely held Company namely Jewel Tech (India) Ltd
that is a 100 % export oriented unit (EOU) carrying on the business of
manufacture and export of studded gold jewelry and its major raw materials and
cut and polished diamonds.
Information
about the Target Company
(a) SUNFLEX FINANCE & INVESTMENTS LIMITED
(SF&IL) is the Target Company, which was incorporated on 19th February
1983 and received the certificate of commencement of business on 7th
March 1983. The Registered office of SF&IL is located at Cecil Court,
2nd Floor, Mahakavi Bhushan Marg, Mumbai – 400
039.
(b) The Total Paid up
equity share capital of SF&IL as on the date of this Public Announcement is
Rs.1,20,74,800/- comprising of 12,07,480 fully paid up Equity Shares of Rs. 10/-
each. There are no partly paid up shares.
(c)
SF&IL is an
Non-Banking Financial Company registered with RBI and is engaged in the business
of Investments, trading in Shares and Securities and placement of Inter
Corporate Deposits.
(d)
The Equity Shares
of SF&IL are listed on The Stock Exchange, Mumbai at Mumbai.
(e)
The
Total Issued, Subscribed and Paid up Equity Share Capital of the Company is
Rs.120.75 Lacs. The Turnover of SF&IL as on March 31, 2001 is Rs.5.36 Lacs
and as per the latest Audited Balance sheet as at 31st December, 2001
is Rs.3.60 Lacs. The Company has made a profit of Rs.0.02 Lacs for the year
ended 31st March, 2001 and a loss of *(Rs.0.09) Lacs as per the
latest Audited Balance Sheet as on 31st December, 2001. The Net worth
of the Company as per the Annual Report of the Company as on 31st
March, 2001 is Rs. 130.99 Lacs and as per the latest Audited Balance Sheet as on
31st December, 2001 is Rs.130.90 Lacs. The Book Value of the Company
as per the Annual Report of the Company as on 31st March, 2001 is Rs.
10.85 and as per the latest Audited Balance sheet as on 31st
December, 2001 is Rs.10.84. The
Return on Net Worth of the Company as per the Annual Report of SF&IL as on
31st March, 2001 is 0.02 % and as per the latest Audited Balance
Sheet as on 31st December, 2001 is *(0.07%). The Earning per share as
per the Annual Report of SF&IL as on 31st March, 2001 is Rs.0.002
and as per the latest Audited Balance sheet as on 31st December, 2001
is *(Rs.0.01) (diluted).
*
Figures in brackets indicates negative figures / Loss.
Reasons
for the Acquisition and offer and future plan about SF&IL, if
any.
(a)
The
reason for acquisition is Substantial acquisition of shares or voting rights
accompanied with change in control / Management.
(b)
The
Acquirers have decided to acquire a Company listed on The stock exchange, Mumbai
with a view to carrying on the activities of manufacture and production of
Studded Gold jewelry and cut and polished diamonds after the closure of the
offer, subject to necessary approvals.
The Acquirers do not
intend to dispose off or otherwise encumber any assets of SF&IL in the
succeeding two years except in the ordinary course of business. The Acquirers
are engaged in the business of production and manufacture of studded gold
jewelry and cut and polished diamonds through their closely held company Jewel
Tech (India) Limited.
(c) It is proposed to carry
on the family business of production of gold jewelry and cut and polished
diamonds in SF&IL through this acquisition. The Acquirers propose to help SF&IL
to change the focus of the business to bullion related activities and enable
expansion of business operations of the Company.
Statutory
Approvals / other approvals required for the
offer
(a)
The
Acquirers, if necessary, will make the requisite application to the Reserve Bank
of India (RBI) to obtain permission under the Foreign Exchange Management Act,
1999 (FEMA) for acquiring shares from the Non-Resident / NRI share holders of
the Company. The Company’s records
presently do not show any non-resident share holders.
(b) As on date of this
announcement, to the best of the knowledge of the Acquirers no approvals, statutory or otherwise
other than the above are required under the Companies Act, 1956, MRTP Act, 1969
and/or any other applicable laws and from any bank and/or financial institution
for the said acquisition.
(c) In case of non-receipt
of statutory approvals within time, SEBI has a power to grant extension of time
to Acquirers for payment of consideration to the shareholders subject to
Acquirers agreeing to pay interest as directed by Regulation 22(12) of the
Regulations.
Option
to the Acquirers in terms of Regulation 21(3)
Pursuant
to this offer the public share holding will not fall below 10 % or less of
the voting capital of SF&IL,
and therefore the provisions of Regulation 21(3) of the Regulations do not
apply.
Financial
Arrangements
(a)
The Acquirers
have adequate financial resources and have made firm financial arrangements out
of their internal accruals to fulfill the obligations under the open offer in
full in terms of Regulation 16(xiv) as certified by Shyam C. Agrawal & Co.,
Chartered Accountants (Membership No. 31774) that sufficient resources are
available with the Acquirers for fulfilling the obligations under this offer in
full.
(b)
The Total funds
required for fulfilling all the obligations under the proposed Acquisition of
equity shares of SF&IL is Rs.26,56,456/- (Rupees Twenty Six Lacs Lac Fifty
Six Thousand Four hundred and fifty six only). In accordance with Regulation 28 of SEBI
(SAST) Regulations, 1997, the Acquirers have deposited with Weizmann Capital
Limited, who have opened an Escrow Account with State Bank of India, D. N. Road
Branch, Fort, Mumbai –1 and deposited therein a sum of Rs. 6,64,114/- (Six Lakh Sixty Four Thousand One
Hundred and Fourteen only) representing 25 % of the consideration amount as
deposit.
(c) The Manager to the offer - Weizmann
Capital Limited has been duly authorized by the Acquirers to realize the value
of the Escrow Account.
(d) The Manager to the offer confirms that
the firm arrangements for funds and money for payment through verifiable means
are in place to fulfill the offer obligations.
Other
terms of the offer
(a)
This is not a
conditional offer and is not subject to any minimum level of Acceptance. (MLA)
If the aggregate of the valid response exceeds 2,41,496 Equity Shares, then the
Acquirers shall accept the shares offered by the shareholders on a proportionate
basis in accordance with Regulation 21(6) of the
Regulations.
(b)
The Letter of
offer together with Form of Acceptance cum Acknowledgement specifying the
detailed terms and conditions of the offer, will be dispatched to the equity
shareholders, whose names appear in the Register of Members of SF&IL and the
beneficial owners of the equity shares of SF&IL, whose name appear on the
beneficial records of the respective Depositories, at the close of its normal
business hours on 12th April, 2002 (being the specified
date).
(c)
All the
registered shareholders who own the shares of SF&IL anytime before the
closure of the offer except the sellers are eligible to participate in the
offer. Shareholders who wish to tender their equity shares will be required to
send the form of acceptance cum acknowledgement, original share certificate and
transfer deed to the Registrar to the Offer: Mondkar Computers Private Ltd
Address: 21, Shakil Niwas, Mahakali Caves Road, Andheri – East, Mumbai – 400
093, Tel: 8257641, Fax No.8211996, E-mail: mcplrt@bom7.vsnl.net.in either by
hand delivery between (11.00 am and 4.00 pm) on any working day other than
Sundays and Public holidays or by Registered post, on or before the closure of
the offer, in accordance with the
instructions specified in the letter of offer and in the form of acceptance.
(d) In case the share
certificate(s) and the transfer deeds are lodged with SF&IL / its transfer
agents for transfer or with the depository participant for
transfer/dematerialisation, then the acceptance shall be accompanied by the
acknowledgement of the lodgement with, or receipt, by SF&IL/ its transfer
agent or the depository participant, of the share certificate(s) and the
transfer deeds and any other document evidencing ownership of
shares.
(e)
The
Registrar to the offer, Mondkar Computers Pvt. Ltd have opened a Special
Depository Account with HDFC Bank Ltd styled “Mondkar Computers Private Ltd
-Escrow Account - Sunflex Finance & Investments Ltd – Open Offer A/c”. The DP ID is IN301549 and Beneficiary ID
is 16972804.
(f)
Beneficiary
owners (holders of shares in Dematerialised Form) who wish to tender their
shares will be required to send their Form of Acceptance cum Acknowledgement
along with a photocopy of the delivery instruction in “Off-market” mode, duly
acknowledged by the Depository Participant (“DP”), in favour of the special
depository account to the Registrar to the offer: Mondkar Computers Private Ltd
either by hand delivery between (11.00 am and 4.00 pm) on any working day other
than Sundays and Public holidays or by Registered post, on or before the close
of the offer in accordance with the
instructions specified in the letter of offer and in the Form of Acceptance cum
Acknowledgement.
(g)
All shareholders
of SF&IL at any time before the closure of the offer are eligible to
participate in this offer. All shareholders of SF&IL, registered or
unregistered, 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, No. of Equity shares held, No. of equity shares
offered, Distinctive Nos. Certificate No. Folio No., together with original
Share Certificate(s), valid transfer deed(s) and original contract note issued
by the broker through whom they acquired their shares. No indemnity is required from the
unregistered shareholders.
(h) Accidental omission to
dispatch the Letter of offer to any person will not invalidate the offer in any
way. In case of non-receipt of the
letter of offer, the eligible person may send his consent on a plain paper
stating the name, address, number of shares held, number of equity shares
offered, distinctive numbers, certificate numbers, Folio No along with documents
as mentioned above to the Registrar to the offer before the last date of closure
of the offer.
(i)
The Public
Announcement, Letter of Offer and the Form of Acceptance cum Acknowledgement
will also be available on the SEBI website http://www.sebi.gov.in
.In case of non-receipt of the Letter of Offer all shareholders including
unregistered shareholders, if they so desire may download the Letter of Offer
and the Form of Acceptance from the SEBI website for applying in the offer is
one of the alternatives available to them.
(j)
If the
number of equity shares offered by the shareholders is more than the offer size,
then the acquisition from each shareholder will be as per Regulation 21(6) of
SEBI (SAST) Regulations, 1997 on a proportional basis. In case of acceptance on
proportional basis, the unaccepted Share certificates, transfer deeds and other
documents, if any will be returned by registered
post to the shareholders / unregistered holders. Shares held in demat form to
the extent not acquired will be credited back to the beneficiary account with
the respective depository participant as per the details furnished by the
beneficial owner in the Form of Acceptance.
(k)
Consideration for
equity shares accepted will be paid by crossed account payee
cheque/demand drafts and sent by registered post/hand delivery.
(l) Following are
some of the key activities relating to the offer :
|
Activity |
Date |
|
Specified
date |
Friday, 12th April,
2002 |
|
Letter
of Offer to be posted to shareholders |
Wednesday 22nd May,
2002 |
|
Date
of opening of the offer |
Tuesday, 28th May,
2002 |
|
Date
of closing of the offer |
Wednesday, 26th June,
2002 |
|
Last
Date for competitive bid |
Friday, 3rd May,
2002 |
|
Last
date for revising the offer price / number of
shares |
Monday, 17th June,
2002 |
|
Date
of communicating rejection/acceptance and payment of consideration for
applications accepted |
Thursday 11th July,
2002 |
General
(a)
Shareholders who have accepted the offer by
tendering the requisite documents in terms of the Public Announcement / Letter
of Offer, can not withdraw the
same.
(b)
The Acquirers can
revise the price upwards upto 7 working days prior to closure of the offer and
revision, if any in the offer price would appear in the same news papers where
this Public Announcement has appeared and same price would be paid to all the
shareholders who tender their shares in the offer.
(c)
The shareholders may note that if there is
competitive bid, the Public offer under all the subsisting bids shall close on
the same date. As the offer price can not be revised during 7 working days prior
to the closing date of the offers / bids, it would, therefore, be in the
interest of shareholders to wait till the commencement of that period to know
the final offer price of each bid and tender their acceptance
accordingly.
(d)
The
Acquirers, Sellers or the Target Company has not been prohibited by SEBI from
dealing in securities, in terms of direction issued u/s. 11B of SEBI
Act.
(e)
This
Public Announcement would also be available on SEBI web-site at http://www.sebi.gov.in/
(f)
For any
queries regarding the Offer the shareholders / applicants may contact the
Registrar to the offer / Manager to the offer.
(g)
Pursuant to
Regulation 13 of the Regulations, the Acquirers have appointed Weizmann Capital
Ltd as the Manager to the offer. The Acquirers have appointed Mondkar Computers
Private Limited as Registrar to the offer
Mr.
Shekhar J. Mehta, Mr. Anmol S. Mehta, Mr. Shaurat S. Mehta residing at JCM
House, 320, LD Ruparel Marg, Malabar Hill, Mumbai – 400 006. and Mr. Sailesh J.
Mehta residing at 3 K, Alankar, 3 Harkness Road, Walkeshwar, Mumbai – 400 006
accept full responsibility for the information contained in this announcement
and also for their obligations towards the offer as laid down in the SEBI
(SAST), Regulations, 1997 and subsequent amendments made
thereof.
Issued
on behalf of Mr. Shekhar J. Mehta,
Mr. Sailesh J. Mehta, Mr. Anmol S. Mehta and Mr. Shaurat S. Mehta
(Acquirers)
by
the Manager to the offer:
Registrar to the offer
WEIZMANN
CAPITAL LIMITED
MONDKAR
COMPUTERS PRIVATE LIMITED
Empire
House,
21,
Shakil Niwas,
214,
Dr. D. N. Road,
Mahakali
Caves Road,
Fort,
Andheri –
East,
Mumbai
– 400 001.
Mumbai –
400 093.
Tel:
2071524 / 2071501
Tel:825
7641,
Contact
Person : Shri Sanjay Chavan
Contact
Person : Ravindra Utekar
Email
: sanjay@weizmann.co.in
Email: mcplrt@bom7.vsnl.net.in
Place :
Mumbai,
Date : 12-04-2002.