Public Announcement to the Shareholders of (Target Company)

This Public Announcement is being issued by (Manager to the Offer), on behalf of (Acquirer (s)) pursuant to Regulation (10,11(1),11(2) or 12 as the case may be ) 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.
 

The offer

2. Details of the acquisition proposed to be made by way of MOU or market purchases before the Public Announcement viz mode of acquisition , date in case of agreement/MOU, no & % of shares (fully paid up / partly paid up shares) of target company proposed to be acquired, acquisition price for fully paid up shares / partly paid up shares, group to which seller belong to (i.e. whether promoter), mode of payment of consideration, whether offer is as a result of global acquisition resulting in indirect acquisition of the target company etc.^[16]
3. No and % of shares proposed to be acquired from the existing shareholders through the open offer and the offer price forfully paid-up/partly paid-up shares. Minimum level of acceptance (no & % of shares) a lower price for the minimum acceptance of 20%, if any, in case of conditional offer.
4. Indicate whether the shares of Target company are frequently or infrequently traded as per Regulations. Disclose the highest and the average price paid by the acquirer or PAC with him for said acquisition , if any of the shares of Target company acquired by him during the 12 months period prior to date of Public Announcement Also justify the offer price in terms of regulations.
5. Disclose share holding, if any ,of the acquirer/ PAC in the Target company as on date of Public Announcement If the acquirers do not hold any shares, a statement to this effect shall be mentioned.
6. In case, it is a competitive bid, whether the same is as per sub regulation (1) & (3) of regulation 25 and state so by giving details of the original bid viz. name of Original bidder, No & % of shares proposed to be acquired by the Original bidder, the offer price, the dates and names of newspapers in which that Public Announcement appeared..

1. Name , address of Acquirer and PAC
2. In case acquirer(s) is a company (ies), name of its promoters and/ or persons having control over it as the case may be, and the group to which they belong to.
3. In case, acquirer is a company, disclose the latest financial data including ratios viz. return on networth, Book value, EPS , PE multiple only if listed. ( based on audited accounts). Also disclose whether it is a listed, if yes, disclose names of SEs where shares are listed.
4. In case acquirer is individual, his net worth as on a particular date, duly certified by a Chartered Accountant ( membership no. and address of CA)
5. Relation, if any, between the acquirer and Person acting in concert with it.
6. Line of business and experience.

1. Name of the Target company , recent name changes, if any, date of incorporation, Address of regd office.
2. Total paid up capital of Target Company as on Public Announcement ( Fully paid up and partly paid up shares separately). If there are no partly paid up shares, a specific statement to this effect shall be incorporated. If yes, disclose as to whether partly paid shares carry voting rights
3. Line of business
4. SEs where shares of Target Company are listed.
5. Brief Financials of Target Company for the latest year ( based on audited accounts)

1. Indicate the reason for the acquisition from the following options , as the case may be:

1. Consolidation of holdings
2. Substantial acquisition of shares or voting rights without change in control or management.
3. Substantial acquisition of shares or voting rights accompanied with change in control/ management
4. Change in control or management without any substantial acquisition of shares or Voting rights.
5. Rehabilitation of Target company
6. Global acquisition resulting in indirect acquisition^[17]

2. State clearly the Object and purpose of acquisition and give disclosures about the acquirer’s intention regarding disposal of or otherwise encumbrance of any assets of Target Company in succeeding two years except in ordinary course of business of the target company.
3. If Acquirer has any future plan about Target company , the same shall be specified and also as to how acquirer proposes to implement such future plans.
4. Disclose that the acquirer shall not sell, dispose of or otherwise encumber any substantial asset of the target company except with the prior approval of the shareholders and furnish an undertaking to this effect^[18]

1. State all the Statutory approvals which are required for the purpose of acquisition of shares under the offer and also the status of the applications made in that regard as on Public Announcement
2. Incorporate a specific statement that no other statutory approvals other than the one mentioned above are required for this purpose.
3. Disclose that in case of non receipt of statutory approvals within time, SEBI has a power to grant extension of time to acquirer for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI. (Regulation 22(12))
4. Indicate the approval, if any, required from FIs/Banks for the said offer.

Indicate clearly which of the options given in Regulation 21(3), shall be exercised by the acquirer in case the public share holding falls to 10% or less, after the offer. ^[1]In case, acquirer intends to exercise the delisting option provided in the Regulations, give all relevant disclosure as required under the guidelines specified by the Board in respect of delisting of securities, as per the undertaking, to be furnished to SEBI by the acquirer, as per the format given in Annexure II of standard letter of offer.
 

Financial Arrangements

1. Incorporate a statement that acquirer has adequate resources to meet the financial requirements of the offer in terms of reg. 16(xiv) and give details regarding the sources of the funds whether domestic i.e from banks , FIs or Foreign i.e from NRIs or otherwise.
2. Indicate the total fund requirement for the offer, details of the escrow account, amount deposited by way of cash , bank guarantee, securities as the case may be, tenure of the guarantee, name and address of the bank, details of securities etc..
3. Indicate that MB has been duly authorised by acquirer to realize the value of escrow account in terms of regulations.
4. Incorporate a confirmation from the MB that the firm arrangements for funds and money for payment through verifiable means are in place to fulfill the offer obligations.

1. In case, it is a conditional offer, state clearly the conditions mainly the minimum level of acceptance. ^[2]Further in case 50% deposit has been made in escrow then indicate the implication of this on the offer.
2. State that Letter of offer shall be mailed to all shareholders (^[3]except the acquirers, the persons acting in concert with acquirers and parties to agreements, if applicable) whose names appear in register of Target Company as on specified date.
3. Indicate that all the shareholders (except the acquirers, the persons acting in concert with acquirers and parties to agreements, if applicable) who own the shares of Target Company anytime before the closure of the offer are eligible to participate in the offer. Specify the procedure for applying in the offer. For shareholders who will not receive the Letter of Offer, clearly specify the details to be given on plain paper and also the documents to be forwarded. In case the shares are in demat form, specify the details such as DP name, DP ID No, Beneficiary account No etc and also relevant instructions including that the shareholders should ensure to credit their shares in favour of depository account before the closure of the offer.
4. Shareholders' attention may be invited to the fact that the letter of offer alongwith form of acceptance would also be available at SEBI's web site http://www.sebi.gov.in/ and downloading the form of acceptance from the web site for applying in the offer is one of the alternatives available to them.
5. In case the Registrar to offer is not finalized at the time of Public Announcement, shareholders should be asked to send it to Manager to the offer.
6. Incorporate a statement that no indemnity is required from unregistered shareholders.
7. Incorporate specific details as to how basis of acceptance will be done and also state that rejected documents will be sent by Regd. post.
8. Give schedule of the activities pertaining to the offer as per table given below. ^[4]Disclose the day along with the dates in the activity schedule i.e. January 1, 2002(Tuesday). ^[5]While complying with Regulation 22 (4) and 22(5) ensure that the date of opening and closing of the offer do not fall on a Sunday or a holiday.

1. ^[19]Disclose the following "Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public announcement / Letter of offer, can withdraw the same upto three working days prior to the date of the closure of the offer"
2. Incorporate a statement that acquirer can revise the price upwards up to 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 Public Announcement has appeared and same price would be paid to al shareholders who tender their shares in the offer.
3. ^[10]Disclose the following in bold " If there is competitive bid :

1. The public offers under all the subsisting bids shall close on the same date.
2. 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"

4. Any other details pertaining to the offer or acquisition prior to offer , which is considered relevant for the shareholders’ point of view.
5. ^[11]Confirm and disclose as to whether or not any of the acquirers, sellers or the Target Company has been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act
6. ^[12]Incorporate a statement that Public Announcement would also be available on the SEBI web-site at http://www.sebi.gov.in/
7. Name and address, telephone, ^[13]email address and contact person of Manager to the offer and Registrar to the offer , if any.
8. Incorporate a statement that Public Announcement is issued on behalf of acquirer(s) by the Manager to the offer.
9. Give name and address of acquirer and incorporate a responsibility statement by acquirer(s) i.e " Acquirer and PAC with him ( Directors in case acquirer is a company) accept the responsibility for the information contained in the Public Announcement and also for the obligations of acquirers laid down in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997" and subsequent amendments made thereof.

NOTE

1. The Merchant Bankers (MBs) are advised to incorporate the lay out and ensure that all the details mentioned herein are given in the Public Announcement of the offer made in accordance with Regulation 16 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof. However MB/ acquirer is free to add any other disclosure(s) which in his opinion is material for shareholders provided such disclosure(s) is not presented in an incomplete, inaccurate or misleading manner.
2. MB should also mention names and dates of Newspapers where the said Public announcement appeared, in the letter forwarding the Public announcement(PA) to SEBI.
3. ^[14]It has been decided to put the public announcements made on or after 1^st November, 2001 in terms of the Regulations and the subsequent corrigendum(s), if any, on the SEBI web-site to facilitate timely flow of information to the shareholders/ investors. MBs are , therefore, advised to forward a soft copy of the said public announcements and subsequent corrigendum(s), if any, to SEBI in HTML format within 2 days of the same appearing in the newspapers along with the printed copy of the same. The soft copy shall be sent along with a duly filled in check list as per the format given in Annexure I. This checklist can also be used at the time of sending the soft copy of the Final letter of offer

1. Soft copy submitted by:
2. Content Title:
3. Whether the Documents are in HTML format? YES/NO
4. Whether the tabular data in the HTML format are in order ? YES/NO/N.A.
5. Whether the Sr. Numbers of paragraph / points are in order and matches with the printed copy? YES/NO/N.A
6. Whether the alignments of all paragraphs are in order? YES/NO
7. Whether all relevant image files, if any are available in the floppy? YES/NO/N.A
8. Whether the contents of the HTML format and Hard copy of the document have been compared and found

to be in order ? YES/NO
9. Whether the letter of confirmation for the point no. 8 has been enclosed? YES/NO
10. Whether the spacing between lines and paragraphs is uniform? YES/NO

Prepared by: Verified by

Date:

Date of receipt of floppy: RNI No: ________

Whether the contents of floppy are prima facie in Order: Yes/No
 
 

Secretary Officer Division Chief

Date:

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Date of receipt of floppy:

Whether the contents of floppy are prima facie in order: YES/NO

Date on which the document is displayed on the SEBI web site:

Secretary Officer Division Chief

[2]Modified on 28/1/2002

[3]Inserted on 25/7/2001

[4]Inserted on 28/1/2002

[5]Inserted on 28/1/2002

[6]Inserted on 28/1/2002

[7]Inserted on 25/7/2001

[8] Inserted on 25/7/2001

[9]Substituted by 19 on 01/10/02

[10]Inserted on 25/7/2001

[11]Inserted on 28/1/2002

[12]Inserted on 28/1/2002

[13] Inserted on 28/1/2002

[14]Inserted on 28/1/2002

[15]Inserted on 28/1/2002

[16]Inserted on 01/10/2002

[17] Inserted on 01/10/2002

[18] Inserted on 01/10/2002

[19] Inserted on 01/10/2002