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LETTER OF
OFFER This
Document is important and requires your immediate attention This Letter of Offer (LOO)
is being sent to you as an equity shareholder(s) of Magma Leasing Limited. If
you require any clarifications about the action to be taken, you may consult
your stockbroker or investment consultant or Manager to the Offer/ Registrar to
the Offer. In case you have sold your shares in the Company, please hand over
this Letter of Offer and the accompanying Form of
Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed to the
purchaser of the shares or the member of stock exchange through whom the sale
was effected. CASH
OFFER (The �Offer�)
by Stratus
Developers Private Limited Regd
Office: 24, Park Street, Kolkata 700 016, Tel 033- 2229 0447, Fax 033
22495354 And Microfirm
Softwares Private Limited Regd
Office: 24, Park Street, Kolkata 700 016, Tel 033- 2229 1230, Fax 033 22298423 for
purchase of up to 19,29,073 fully
paid-up Equity Shares (representing
up to 16.96 % of
the subscribed and paid-up equity share capital)
of MAGMA
LEASING LIMITED
Registered
office: MAGMA
HOUSE, 24 Park Street, Kolkata � 700 016; Tel:
+91 33 22291222, Fax: +91 33 22457424. at Rs
27.50 per Equity Share (the �Offer Price�) Along
with Sanjay
Chamria, 2B,
Hastings Park Road, Kolkata 700027 and Tel no 033
2479 2729 and Mayank
Poddar, 24
Park Street, Kolkata 700016 and Tel no 033
22298485 (�Persons
Acting in Concert�) The Offer is being made by
Stratus Developers Private Limited and Microfirm Softwares Private Limited along
with PACs in compliance and pursuant to Regulation 11(1) of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 and subsequent amendments thereto (the �Regulations�) for the
purpose of consolidation of holding. For the purpose of the Offer and in terms
of the Regulations, Stratus Developers Private Limited and Microfirm Softwares
Private Limited together are �Acquirers�. The Offer is subject to the
approval of the Reserve Bank of India (�RBI�) under the Foreign Exchange
Management Act, 1999 (�FEMA�) for acquiring shares tendered by non-resident
shareholders including NRIs, OCBs, FIIs and foreign shareholders under this
Offer. There are no other statutory approvals envisaged to acquire equity shares
that are tendered pursuant to this Offer. In case of non-receipt of any approval
within time, Securities and Exchange Board of India (�SEBI�) has the power to
grant extension of time to Acquirers for payment of consideration to
shareholders subject to Acquirers agreeing to pay interest as directed by
SEBI. Shareholders
who have accepted the Offer by tendering the requisite documents, in terms of
the Public Announcement and the subsequent Corrigenda to the Public Announcement
/ Letter of Offer, can withdraw the same upto three working days prior to the
date of the closure of the Offer. ie upto January 12,
2005. Acquirers
have the option to revise the Offer Price upward any time up to seven working
days prior to the date of the closure of the Offer (i.e. by or before January 7,
2005). In the event of such revision, an announcement to this effect will be
made in the newspapers specified in para 2.2.1 of this Letter of Offer and such
revised price would be payable by Acquirers for all the shares tendered at any
time during the Offer. 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 seven 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. A copy
of the Public Announcement, the subsequent Corrigendum to the Public
Announcement and the Letter of Offer (including Form of
Acceptance-cum-Acknowledgement and Form of Withdrawal) is also available on
SEBI�s web-site (http://www.sebi.gov.in/).
OFFER
OPENS ON : DECEMBER 27, 2004 (MONDAY)
OFFER CLOSES ON:JANUARY 15,
2005 (SATURDAY)
The
schedule of activities is as per the following table:
TABLE
OF CONTENTS
ABBREVIATIONS
/DEFINITIONS
RISK
FACTORS
Relating
to Transaction 1.
The SPA
between the Acquirers and Seller will not be acted upon in case of
non-compliance with the Regulations. 2.
The
agreement is subject to any change in applicable regulations relating to
ownership structure of NBFCs. 3.
In the
event that either (a) there is any litigation or other proceedings leading to a
stay on the Offer or (b) SEBI instructs the Acquirers not to proceed with the
Offer, then the Offer process may be delayed beyond the schedule of activities
indicated in this Letter of Offer. As a result of the delay, the payment of
consideration to the shareholders of the Target Company, whose Equity Shares
have been accepted in the Offer as well as the return of Equity Shares not
accepted by the Acquirer may be delayed. 4.
The
completion of the Offer is subject to any future amendments to the Regulations
and any other applicable laws. 5.
SDPL
(which is one of the Acquirers) has made losses in Financial Year 2003. SDPLs
paid-up capital reduced in FY 2004 on account of conversion of preference
shares, though total networth was not reduced by this
transaction. 6.
Mr.Mayank
Poddar is a party in 2 cases before DRT �S in Jaipur and Ahmedabad involving a
sum of Rs.1.69 crores and Rs.2.15 crores respectively on account of guarantees
furnished in his personal capacity. Relating
to the Offer Transfer
of equity shares received from NRI/FII shareholders under the Offer is subject
to receipt of the RBI approvals for the same. Currency
of Presentation
In this
Letter of Offer, all references to �Rs� are to Indian Rupee. All financial data
contained in this Letter of Offer has been rounded off to the nearest Lakh,
except stated otherwise. In this Letter of Offer, any discrepancy in any table
between the total and sums of the amount listed are due to rounding
off. 1.
DISCLAMER
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 OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE
THE SHAREHOLDERS OF MAGMA LEASING LIMITED TO TAKE AN INFORMED DECISION WITH
REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL
SOUNDNESS OF THE ACQUIRER(S), 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(S) 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(S) DULY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS
PURPOSE, THE MERCHANT BANKER, ANZ CAPITAL PRIVATE LIMITED, HAS SUBMITTED A DUE
DILIGENCE CERTIFICATE DATED OCTOBER 04, 2004
TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND
TAKEOVER) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF
THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS(S) FROM THE
REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCE AS MAY BE REQUIRED FOR THE
PURPOSE OF THE OFFER. Acquirers and the Manager
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 Acquirers and the Manager 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 2.1.1
The
Offer to the shareholders of Magma Leasing Limited is hereby made in accordance
with Regulation 11(1) on account of substantial acquisition of equity shares for
consolidation of holding in Magma Leasing Limited; as a consequence of the
Acquirers entering into a share purchase
agreement dated September 24 (�SPA� or the �Agreement�), 2004 with the
Seller, to acquire 14,52,677 fully paid up equity shares of Rs.10 each,
representing 12.77% of the equity share capital of Magma Leasing Limited for a
consideration of Rs.25 (Rupees twenty five) per share , aggregating to Rs.
3,63,16,925 (Three crores sixty three lakhs sixteen thousand nine hundred and
twenty five only) to be paid in cash by the Acquirers to the Seller in
accordance with the terms of the Agreement.. 2.1.2
The
existing shareholding of the Acquirers and PACs in the Target Company is as
follows:
2.1.3
As per
the SPA, the Acquirers propose to acquire the Sale Shares in the following
proportion:
2.1.4
The
Seller currently holds 14,52,677
equity
shares in the Target Company, representing 12.77% of the outstanding equity
share capital of Target Company and have agreed to sell the same to the
Acquirers pursuant to the above-mentioned Agreement for cash aggregating to Rs.
3,63,16,925 (Rupees Three Crores Sixty Three lakhs Sixteen Thousand Nine hundred
and Twenty Five only) which is equivalent to Rs. 25 per fully paid up equity
share. 2.1.5
Pursuant
to the SPA, the Acquirers and Seller have also entered into an escrow agreement
dated September 24, 2004 with United Bank of India, Kolkata, as the escrow
agent. The Sale Shares and the purchase price shall be kept in escrow with the
escrow agent and the
escrow on the Sale Shares would be released upon the Acquirers making payment of
the purchase price for the Sale Shares to the Seller on the
terms and conditions set out therein. The completion of the purchase of the Sale
Shares is subject to compliance with the Regulations. 2.1.6
The
Acquirers, the Target Company, the PAC and the Seller have not been prohibited
by SEBI from dealing in securities, in terms of directions issued under Section
11B of the SEBI Act, 1992, as amended or any other regulation made under the
SEBI Act, 1992 2.1.7
The
Acquirers do not intend to make changes in the Board of Directors of the Target
Company after the Offer. 2.2.
Details
of the proposed Offer 2.2.1
The
Public Announcement dated September 27 2004, as per Regulation 15(1) of the
Regulations, was made in the following newspapers:
Corrigenda
to the Public Announcement, were also published in the above mentioned
newspapers on October 08, 2004 and December 21, 2004 respectively. The Public Announcement is also
available on SEBI�s website (http://www.sebi.gov.in/). 2.2.2
The
Acquirers are making an offer to the
public shareholders of the Target Company to acquire upto
1,929,073 fully paid-up Equity Shares (the �Offer Shares�), representing in the
aggregate upto 16.96% of the paid-up equity share capital of the Target Company
at a price of Rs. 27.50 only per Equity Share (the �Offer Price�), payable in
cash and subject to the terms and conditions mentioned herein. 2.2.3
If
there is any upward revision in the Offer Price of Equity Shares/ No. of Equity
Shares by the Acquirer till the last date of revision January 7, 2005, or in the
case of withdrawal of the Offer, the same would be informed by way of a Public
Announcement in the newspapers and the same revised price would be payable by
the Acquirers to all the shareholders who tendered their Equity shares at any
time during the Offer and which are accepted by the Acquirers under the Offer.
2.2.4
The
offer is not a conditional offer. 2.2.5
The
Acquirers and PACs have not acquired any
equity shares of Magma Leasing Limited since the date of the Public Announcement
and up to the date of this Letter of Offer.
. 2.3.
Object
of the acquisition / offer 2.3.1
The
Offer is, inter alia, being made pursuant to Regulation 11(1) of SEBI
(SAST) Regulations and pursuant to the SPA for consolidation of holdings of the
Acquirers in the Target Company 2.3.2
The
Acquirers do not currently intend to dispose of or otherwise encumber any assets
of the Target Company in the succeeding two
years, except such disposals or encumbrances in the ordinary course of business
of the Target Company and / or for the purposes of restructuring, rationalizing
and / or streamlining various operations, assets, liabilities, investments,
businesses or otherwise of the Target Company. The Board of Directors of the
Target Company will take appropriate decisions in these matters, as per the
requirements of business and in line with opportunities or changes in the
economic scenario, from time to time. 2.3.3
Further,
the Acquirers undertake not to sell, dispose of or otherwise encumber any
substantial assets of the Target Company except with the prior approval of the
shareholders of the Target Company, in terms of the laws in
force. 3.
BACKGROUND
OF THE ACQUIRERS (INCLUDING PACs, IF ANY) A
ACQUIRERS
The
Acquirers, Stratus Developers Private Limited and Microfirm Softwares Private
Limited are Associate companies of the promoters of the Target
Company. Both
the Acquirers already have investments in the target company.
Both
the companies belong to promoters of Magma group. Promoters
of Magma Leasing Limited, Mr Mayank Poddar and Mr Sanjay Chamria have control
over Stratus Developers Pvt Ltd and Microfirm Softwares Pvt Ltd
respectively . 3.1
Stratus
Developers Pvt Ltd (�SDPL� or the �Company�) 3.1.1
SDPL
was incorporated on March 19, 1999 and is engaged in building and development
activity, real estate agency and investments in shares and securities. The registered office of the company is
located at 24, Park Street, Kolkata 700 016, Tel 033- 22290447. The promoter of SDPL is Mayank
Poddar. 3.1.2
The
shareholding pattern is as follows:
3.1.3
Details
of Board of directors
3.1.4
None of
the directors of SDPL are on the Board of the Target Company. As disclosed to SDPL, no director of
SDPL has acquired any shares of Magma, including by way of public or rights
issue or preferential allotment during 26 weeks period preceding the Public
Announcement. 3.1.5
SDPL
has complied with all the provisions of Chapter II of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and subsequent amendments thereto (the
�Regulations�) 3.1.6
Summary
of the audited financial details of SDPL as per SEBI requirements for the years
ended March 31, 2002, 2003, 2004 and unaudited results for the Quarter ended
June 30, 2004 are as follows (these have been certified by BK Seta &
Associates, auditors to SDPL):
Rs
in Lakhs
Rs in Lakhs
Source
: Company Annual Reports 3.1.7
SDPL
does not have any contingent liabilities as on the date of latest
financials.
3.1.8
The
details of earlier acquisitions of SDPL is as follows:
3.1.9
Significant
accounting policies 2004 Basis
of accounting:
Accounts
are prepared in accordance with generally accepted accounting principles and
accounting standards issued by I.C.A.I. and related provisions of the Companies
Act, 1956 based on historic convention. Revenue
Recognition:
Income
and expenses are taken into account on accrual basis except payment of dividend
received, which is accounted on cash basis. Fixed
Assets: Valued
at cost less accumulated depreciation Depreciation:
Depreciation
is charged on Written Down Value method at the rates prescribed under Schedule
XIV of the Companies Act, 1956. Amortisation
of Miscellaneous Expenditure: The
Company amortizes miscellaneous expenses representing preliminary expenses over
a period of 10 years. 3.2
Microfirm Softwares Private Limited (�MSPL�) 3.2.1
MSPL
was incorporated on May 5, 1995 and is engaged in the business of investments in
shares and securities. The
Registered office is located at 24, Park Street, Kolkata 700 016., Tel
033-22291230. The promoter of MSPL
is Mr Sanjay Chamria. 3.2.2
Shareholding
pattern is as follows:
3.2.3
Details
of Board of directors
3.2.4
Mr
Sanjay Chamria in his capacity as a Director on Board of the Target Company has
not participated in any matter(s) concerning or �relating� to the Offer,
including any preparatory steps leading to the Offer, in terms of Regulation
22(9) of the SEBI (SAST) Regulations. 3.2.5
MSPL
has complied with all the provisions of Chapter II of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and subsequent amendments thereto (the
�Regulations�) 3.2.6
Summary
of the audited financial details of MSPL as per SEBI requirements for the years
ended March 31, 2002, 2003, 2004 and unaudited results for the Quarter ended
June 30, 2004 are as follows:
Rs in Lakhs
Rs in Lakhs
Source
: Company Annual Reports 3.2.7
MSPL
does not have any contingent liabilities as on the date of latest
financials. 3.2.8
MSPL
acquired the shares of the target company with under a scheme of arrangement
vide order of the Calcutta High Court dated 20.11.2001 3.2.9
Significant
accounting policies (2004) Basis
of accounting:
Accounts
are prepared in accordance with generally accepted accounting principles and
accounting standards issued by I.C.A.I. and related provisions of the Companies
Act, 1956 based on historical convention. Revenue
Recognition: Revenue
Income
and expenses are taken into account on accrual basis except payment of bonus and
dividend received which is accounted on cash basis. Fixed
Assets: All
fixed assets have been Valued at cost less depreciation Depreciation:
Depreciation
is charged on written Down Value method at the rates prescribed under Schedule
XIV of the Companies Act 1956. Investments:
Investments have been Valued at cost Amortisation
of miscellaneous expenses:
a)
Preliminary
expenses are written off over a period of 10 years. b)
Deferred
Revenue expenses are amortized over a period of 5 years. Taxes
on Income:
Current Tax is determined as per tax payable in respect of taxable income for
the period; deferred tax asset is recognized on the basis of reasonable
certainty about its realisability. B
PACs
Mr
Anirudha Sen, partner of M/S SEN &CO. Chartered Accountants having their
offices at 536, Jodhpur Park, Kolkata- 700 068. (Membership Number FCA 52713)
Telephone no 033 24731646 vide their certificate dated
30.09.2004
have certified that the networth of Mr Sanjay Chamria as on 31.08.2004
is Rs 30.92 lakhs and he has immediate access to liquid assets amounting
to atleast Rs 22.03 lakhs.. Mr
Anirudha Sen, partner of M/S SEN & CO. Chartered Accountants having their
offices at 536, Jodhpur Park, Kolkata- 700 068.(Membership Number FCA 52713 ) Telephone no 033 24731646 vide their certificate
dated 30.09.2004
have certified that the networth of Mr Mayank Poddar as on 31.08.2004
is Rs 2.20 lakhs and he has immediate access to liquid assets amounting to
atleast Rs 2.20 lakhs. None of
PACs mentioned above are the directors of any listed companies, other than Magma
Leasing Limited 4.
DELISTING
4.1.
In the
event that the Offer made by the Acquirers results in the public shareholding of
the Company being reduced to less than 10% of the voting capital of the Company,
the Acquirers shall make an offer for delisting of the residual securities in
terms of the applicable SEBI regulations. 4.2.
On
completion of the Offer, the Acquirer will request Magma to approach the Stock
Exchange, where its Shares are listed, for delisting the same. 5.
BACKGROUND
OF THE TARGET COMPANY 5.1.
Address
of Registered Office
MAGMA HOUSE 24, Park Street, Kolkata � 700 016, Phone number: +91 33
22291222 5.2.
Magma
was incorporated in 1978 in Kolkata under the Companies Act, 1956. It has its
registered office at �MAGMA HOUSE� 24, Park Street, Kolkata � 700 016 and is one
of India�s largest non-banking financial companies. It conducts its business in 13 states,
primarily across Northern India, Central India and Eastern India. Magma has offices in 55 locations mainly
in urban and semi-urban centres. In
1993 the Company changed its name from Arm Group Enterprises Limited to Magma
Leasing Limited. .
The
shares of Magma are listed on The Stock Exchange, Mumbai (�BSE�), The
Calcutta Stock Exchange Association Limited (�CSE�), and the National Stock
Exchange of India Limited (�NSE�).
5.3.
The
company has no manufacturing units being a NBFC. It has branches in the cities
of Allahabad, Angul, Alwar, Ambikapur, Agra, Ambala, Bhubneshwar, Bokaro,
Balasore, Beharampore, Baharampore (WB), Bhatinda, Bhillai Bilaspur, Chennai,
Chandigarh, ,Dehradun, Durgapur, Faizabad, Haldwani, Hissar, Hyderabad, Gonda,
Jabalpur, Jaipur, Jamshedpur, Jodhpur, Jullundhar , Keonjhar, Karnal, Kanpur,
Kharagpur, Kolkata, Lakhimpur Kheri, Lucknow, Ludhiana , Mandi, Malda, Moga, Mumbai, Nellore, New Delhi,
Patiala , Raipur, Ranchi, Rewari, Rohtak, Rajmundhry, Sikar, Sambalpur, Siliguri, Rourkela,
Udaipur, Vijaywada, Vizag 5.4.
Capital Structure of
the company
5.5.
Building
up of the Current capital structure since inception
5.6.
Trading
of Magma�s shares has never been suspended on any of the stock
exchanges. 5.7.
The
company has following outstanding convertible instruments as on 31st March 2004
and the same have not been taken into account for calculating voting rights of
target company 4,00,000
12.25% optionally convertible cumulative redeemable preference shares of Rs 100
each, Allotment date 12th March, 2001 6,00,000
13.25% optionally convertible cumulative redeemable preference shares of Rs 100
each, Allotment date 29th June, 2001 6,00,000
12.25% optionally convertible cumulative redeemable preference shares of Rs 100
each, Allotment date 7th November, 2001 (All
the above are Redeemable at par at the end of 5 years from the date of
subscription or alternatively convertible into equity shares, at option of 12
months from the date of allotment) 5.8.
The
company has complied applicable provisions of Chapter II of SEBI (SAST)
Regulations within specified time. 5.9.
Magma
Leasing Limited is in compliance with the listing agreement and no punitive
action has been initiated against the Company by the stock exchanges where its
share are listed 5.10.
Details
of Board of directors of Magma are as follows:
5.11.
The
name of the company at the time of incorporation was ARM Group Enterprises
Private Limited. The company was subsequently converted into a Public Limited
Company and was renamed ARM Group Enterprises Limited in 1980.
One
Calcutta Credit Corporation Limited amalgamated with Arm Group Enterprises Ltd.
vide Calcutta High Court Order dated 13-11-1987. Vide
Calcutta High Court Order dated 15/06/93 under an application under Section
391(2) and 394 of the Companies Act, 1956 Magma Leasing Limited along with Arm
Leasing Limited amalgamated with Arm Group Enterprises
Limited. As per
Section 21 of the Companies Act, 1956 the Company was renamed as Magma Leasing
Limited in the year 1993. There
was a scheme of arrangement between Magma Indfin Limited and Magma Leasing Limited approved by the Calcutta
High Court Order dated 26-08-1998 wherein certain assets and liabilities were
transferred from Magma Leasing Limited to Magma Indfin Limited (Now known as
Viper Estates & Investments Pvt. Ltd.) One
Consortium Finance Limited amalgamated with Magma Leasing Limited vide Court
Order passed by Delhi High Court dated 27-03-2001 and Calcutta High Court Order
25-05-2001. 5.12.
Summary
of the audited financial details of Magma as per SEBI requirements for the years
ended March 31, 2002, 2003 and 2004 and the unaudited financial results for the
quarter ended June 30, 2004 are as follows:
Rs in Lakhs
Source
: Company Annual Reports and unaudited quarterly
financialstatements During
the FY 2004, total income increased by 28% to Rs 7,404 Lakhs from Rs 5,776 Lakhs
last year. Net profits increased by 130% to Rs 1,763 Lakhs from Rs 766 Lakhs
last year. The increase in profits was due to increase in business volumes,
effective cost management and increase in employee
productivity.
Rs in
Lakhs
Earnings
per share = Adjusted Net profit after dilution / Adjusted number of equity
shares Return
on Networth = PAT / Networth Book
Value per share = Networth / Number
of equity shares
5.13.
Shareholding
pattern of Magma Leasing Limited on the date of Public Announcement and expected
post offer shareholding pattern assuming full acceptance is detailed below
NOTE: Total number of public
shareholders is 7933
5.14.
On
account of the nature of business of the Target Company, there have been several
litigations pending by and against the Company, in the normal course of
business. The information on such
litigations has been summarized as follows: Litigation
by Target Company (as on 31.08.2004)
Litigation
against Target Company (as on 05.04.2004)
5.15.
Details
of Compliance Officer: Name: V Lakshmi Narasimhan (Company
Secretary)
6.
OFFER
PRICE AND FINANCIAL ARRANGEMENTS 6.1.
Justification
of Offer Price 6.1.1.
The
shares of the company are listed on the Stock Exchange Mumbai, the Calcutta
Stock Exchange and the National Stock Exchange. 6.1.2.
The
annualized trading turnover during the preceding six calendar months viz. April
2004 to September 2004 in the respective stock exchanges are:
-
Source
:Official quotes from BSE,NSE and CSE 6.1.3.
Based
on the above, the equity shares of the Magma are most frequently traded on the
BSE as per explanation to Regulation 20(5)(i) of the SEBI
(SAST) Regulations 6.1.4.
The
offer Price of Rs. 27.50(Rupees twenty five and paise fifty only) per fully paid
equity share is justified in terms of Regulation 20(4) and 20 (5)of the
Regulations, in view of the following: 6.1.4.1.
The
negotiated price to be paid by the Acquirers to the Seller under the SPA is Rs
25/- (Rupees Twenty Five only) under clause (a) of sub-regulation (4) of
regulation 20. 6.1.4.2.
The
Acquirers or PACs have not acquired any shares in Magma, including by way of
allotment in public or rights or preferential issue during the 26 week period to
the date of PA, referred to in clause (b) of sub-regulation (4) of regulation
(20). 6.1.4.3.
Based
on the information available, the average of the weekly high and low of closing
prices for the equity shares of Magma on BSE (the exchange where the equity
shares of Magma are most frequently traded) for the twenty six week period
preceding the date of the Public Announcement ie September 27, 2004 is Rs
23.96.
Source:
official quotes from BSE 6.1.4.4.
Based
on the information available, the average of the weekly high and low of closing
prices for the equity shares of Magma Leasing Limited on BSE (the exchange where
the equity shares of Magma Leasing Limited are most frequently traded) for the
two, week period preceding the date of the Public Announcement is Rs.
25.04.
Source
offical quotes from BSE 6.1.5.
Since
the equity shares of Magma are infrequently traded on the NSE and CSE as per
explanation to Regulation 20(5)(i) of the SEBI (SAST) Regulations, the Offer
Price of Rs 27.50per equity share of Magma is determined in accordance with
Regulation 20(5) of the SEBI (SAST) Regulations considering the following
factors based on the audited financials for the FY ended March 31,
2004:
*While
the industry average from Capital Market magazine is 7.2, however this includes
outliers such as Balmer Lawrie Investments (PE: 26.3),
Birla Global Finance (19.3), GE Cap Transportation Fin (12.6),
IL&FS
(13.4), JM Share & Stock (17.6), Netvision Web (16.4) which are not
comparable to Magma 6.1.5.1
As the
equity shares are infrequently traded on the NSE and CSE and frequently traded
on the BSE, the Offer Price is determined considering fair value of the shares
arrived at by placing reliance on the Supreme Court Judgement in case of
Hindustan Lever Employee Union Vs Hindustan Lever Ltd (1995) 83 Com Case and
with due regard to the erstwhile CCI formula for valuation of the
shares. 6.1.5.2
M/s
B.P.Agarwal, Partner B.P.Agarwal &Associates, Chartered Accountants
(Membership No52857),408, Kamalalaya Centre, 156A, Lenin Sarani, , Kolkata 700 013, Tel (033)22150583,
have undertaken a valuation exercise to determine the fair value of the equity
shares of Magma and have furnished certificates in this regard. The relevant extracts of the certificate
dated November 27, 2004 is stated as under: I.
Net
Asset Value (�NAV�) per share
Rs.47.77 The NAV per share of Rs.47.77 has been based
on the audited Balance Sheet as on 31st March 2004. II.
Profit-earning
capacity value (PECV) per share
Rs 23.67 The
profits after tax for the last 3 years (FY 2002, 2003 and 2004) based on the
audited Profit & Loss Account have been considered. PECV
has been computed by capitalizing the average of the above years profits @
17.5%. The erstwhile CCI guidelines
prescribe a rate of 15% in case of manufacturing companies and 20% in case of
trading companies. Since Magma is a
Non Banking Financial Company, which qualifies neither as a manufacturing
company nor a trading company, a conservative rate of 17.5% has been deemed
applicable in this case. III.
Market
based value
Rs 21.08 The
market based value of Rs 21.08 per share has been arrived at by taking the
average of the monthly high and low of the last 12 months and yearly high and
low of the preceding year. 6.1.5.3
The
fair price per share is Rs 27.45 (Rupees Twenty Seven & Paise Forty Five
only) computed on the following basis:
6.1.6.
Price of
the offer is not enforced / determined by any legal decision. 6.1.7.
In the
opinion of the Manager to the Offer, the Offer Price of Rs. 27.50per fully
paid-up equity share of Magma is justified in terms Regulation 20(11) of the
Regulations. 6.1.8.
Further,
the Offer Price shall not be less than the highest price paid by the Acquirers
for any acquisition of shares of Magma from the date of Letter of Offer upto 7
working days prior to the closure of the offer. 6.1.9.
There is
no non-compete agreement between the Acquirers and Magma 6.2.
FINANCIAL
ARRANGEMENT OF THE OFFER 6.2.1
The
Acquirers have made firm financial arrangements to meet their obligations in
full under the Offer. The financial obligations under the Offer will be
fulfilled through internal resources of the Acquirers and not from banks,
financial institutions or foreign sources ie from Non Resident Indians or
otherwise. The
Acquirers will acquire all the equity shares, which are accepted under the
Offer. 6.2.2
Mr
Bharat Kumar Seta (Membership no FCA 053061) of M/s B K Seta & Associates,
Chartered Accountants, 46C, Rafi Ahmed Kidwai Road, 3rd Floor,
Kolkata, 700 016, Tel � (033) 2216 8848 and Mr Pankaj Kumar Kedia (Membership no
FCA 55896) of M/s Pankaj Kumar Kedia & Co, Chartered Accountants, 1, R N
Mukherjee Road, 5th Floor, Room No 1, Kolkata 700 001, Tel -033
22421731 vide their letters dated September 20, 2004 and December 17, 2004 have
certified that Stratus
Developers Pvt Ltd and Microfirm Softwares Pvt Ltd, respectively, have adequate
resources to meet the obligations of the Offer. 6.2.3
Assuming
full acceptance, the total fund requirement for the Offer would be Rs.
5,30,49,507.50 (Rupees
Five crores thirty lakhs forty �nine thousand Five Hundred seven and paise Fifty
only), for acquiring.
1,929,073 fully paid up equity shares of Magma at the rate of Rs.27.50 per
equity share. The total funds requirement on the basis of the original offer
price of Rs.25.50 announced in the first public announcement dated September 27,
2004 was Rs. 4,91,91,361.50 (Rupees Four crores Ninety-One Lakhs One Thousand
Three Hundred Sixty One and paise Fifty - only). The total possible fund
requirement stands increased pursuant to the increase in offer price. The Acquirers, pursuant to the funds
requirement on the basis of the original offer price opened two escrow accounts with the
United Bank of India, Park Street Branch, Kolkata, on September 25, 2004
and deposited a total sum
of Rs
1,23,07,842 (Rupees One crore Twenty Three lakhs Seven thousand Eight hundred
and Forty Two only, being
in excess of 25% of the total consideration in
accordance with regulation 28(2) of the SEBI (SAST) Regulations, as
follows: Stratus Developers Pvt Ltd �
Open offer Escrow Account
Rs 75,46,996 Microfirm Softwares Pvt Ltd
- Open offer Escrow Account Rs
47,60,846 Additional deposits in the
escrow account have been made to account for the increase in offer price in
accordance with regulation 28(9) read with regulation 28(2) of the SEBI (SAST)
Regulations as follows: Stratus Developers Pvt Ltd �
Open offer Escrow Account
Rs 5,91,529 Microfirm Softwares Pvt Ltd
- Open offer Escrow Account Rs
3,73,008 6.2.4
The
Manager to the Offer has been duly authorized to operate the above Escrow
Accounts and has been authorized to realize the value of the escrow in
accordance with the SEBI (SAST) Regulations. 7.
TERMS
AND CONDITIONS OF THE OFFER 7.1.
The
Acquirers have made a Public Announcement on September 27,2004 and the
subsequent Corrigenda to the Public Announcement on October 8,2004 and December
21, 2004 for the Offer. This Offer is being made to all the equity shareholders
of Magma whose names appear on the Register of Members of Magma or on the
beneficial record of the respective depositories, at the close of business on
October 1,2004 (the �Specified date�) and also to those persons except the
Acquirers, PACs and the Seller, who own the equity shares at any time prior to
closure of the Offer, but are not registered shareholders. 7.2.
The
Letter of Offer together with the Form of Acceptance cum Acknowledgement (�Form
of Acceptance�), Form of Withdrawal and Transfer Deed (for shareholders holding
equity shares in the physical form only) is being mailed to those shareholders
of Magma whose names appear on the Register of Members of Magma and to the
Beneficial Owners of the Equity Shares of Magma whose names appear as
beneficiaries on the beneficial record of the respective Depositories, at the
close of business on October 01, 2004 (the �Specified Date�). Owners of equity
shares at any time prior to the closure of the offer but not registered as
shareholder(s) are also eligible to participate in the Offer. No Letter of Offer
together with a Form of Acceptance cum Acknowledgement will be mailed to the
Acquirers and the Vendor. 7.3.
Accidental
omission to dispatch Letter of Offer to any member entitled to this Open Offer
or non-receipt of the Letter of Offer by any member entitled to this Open Offer
shall not invalidate the Open Offer in any manner whatsoever. 7.4.
The
Offer will open on December 27, 2004
and close on January 15, 2005. 7.5.
The
Offer is not subject to any minimum level of acceptance. 7.6.
The
acceptance of the Offer is entirely at the discretion of the equity shareholders
of Magma. Each shareholder of Magma to whom the Offer is being made, is free to
offer his shareholding in Magma, in whole or in part while accepting the
Offer. 7.7.
The
acceptance of the Offer must be unconditional and should be on the enclosed Form
of Acceptance and sent along with the other documents duly filled in and signed
by the applicant shareholder(s). 7.8.
Equity
Shares tendered in the Offer by the shareholders of Magma shall be free from
lien, charges and encumbrances of any kind whatsoever. 7.9.
Shareholders
of Magma who have accepted the Offer by tendering the requisite documents in
terms of the public announcement / Letter of Offer can withdraw the same up to
three working days prior to the date of closure of the
Offer. 7.10.
The
Acquirers are permitted to revise the Offer Price of Shares / No. of equity
shares upwards, such upward revision will be made in accordance with Regulation
26 of the Regulations, not later than January 7, 2005, which is 7 (Seven)
working days prior to the date of closure of the Offer. If the Offer Price is
revised upward, such revised price will be payable to all shareholders who have
accepted the Offer and submitted their Equity Shares at any time during the
period between the date of opening of the Offer and the date of closing of the
Offer to the extent that their Shares have been verified and accepted by the
Acquirers. The same would be informed by way of a public announcement in the
same newspapers where original Public Announcement appeared. 7.11.
If
there is a competitive bid: a.
The
public offers under all the subsisting bids shall close on the same date.
b.
As the
Offer Price can not be revised during 7 (seven) working days prior to the
closure 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 bid and tender their acceptance
accordingly. 7.12.
The
Acquirers will not be responsible in any manner for any loss of Equity Share
Certificate(s) and other documents during transit. The Equity Shareholders of
MAGMA LEASING LIMITED are therefore advised to adequately safeguard their
interest in this regard. 7.13.
There
are no shares under lock in period. 7.14.
Statutory
approvals and conditions of the offer 7.14.1
While
tendering the shares under the Offer, Non Resident Indians (�NRIs�)/Overseas
Corporate Bodies (�OCBs�)/foreign shareholders will be required to submit the
previous RBI Approvals (specific or general) that they would have obtained for
acquiring the shares of Magma. In case previous RBI approvals are not submitted,
the Acquirers reserve the right to reject such shares tendered. While tendering
shares under the Offer, NRI/OCBs/foreign shareholders will be required to submit
a tax clearance certificate (the �Tax Clearance Certificate�) from the Income
Tax authorities, indicating the amount of tax to be deducted by the Acquirers
under the Income Tax Act, 1961, before remitting the consideration. In case the
aforesaid Tax Clearance Certificate is not submitted, the Acquirers will arrange
to deduct tax at the rate as may be applicable to the category of the
shareholder under the Income Tax Act, 1961, on the entire consideration amount
payable to such NRI/OCB/foreign shareholder. 7.14.2
As on
the date of the Public Announcement, to the best knowledge of the Acquirer there
are no other statutory approvals and/or consents required to implement this
Offer. If any statutory approvals
become applicable, the Offer would be subject to such statutory
approvals. 7.14.3
The
Acquirer shall complete all procedures relating to the Offer within a period of
15 days from the closure of the Offer. In terms of Regulation 22(12) of the
SEBI(SAST) Regulations, in the case of delay in receipt of statutory approvals,
SEBI has the power to grant extension of time for the purpose of making payment
subject to the Acquirer agreeing to pay interest for the delayed period to the
shareholders as directed by SEBI. Further if the delay occurs on account of
willful default by the Acquirer in obtaining the requisite approvals, Regulation
22(13) of SEBI (SAST) Regulation will also become
applicable. 8.
Procedure
for acceptance and settlement of offer 8.1
Shareholders of Magma, other than the Acquirers, PACs and the Seller who
wish to avail this Offer should forward the under mentioned documents, by hand
delivery on days and during the business hours mentioned below, at any of the
collection centers listed below, or by registered post to the Registrars to the
Offer, Niche Technologies Private Limited, .at their office at D-511, Bagri
Market, 71 Biplabi Rash Behari Basu Road, Kolkata - 700001 Tel.: 033 2235 7271,
Fax: 033
22156823 Email.:
nichetechpl@nichetechpl.com.
contact person : Mr
Sohaib Abbas so as
to reach the Registrar on or before January 15, 2005 (i.e. the date of closing
of the Offer).
The
documents can be tendered as per the mode of the delivery at the above centers
between Monday to Saturday from 11:00 am to 6:00 pm. The centers
will be closed on Sundays and any other Public
Holidays. In case
of dematerialized Equity Shares, the shareholders should ensure that the credit
to the Special Depository Account mentioned below should be received on or
before January 15, 2005. In order to ensure this, Beneficial Owners should
tender the Delivery Instructions at least two working days prior to January 15,
2005 (i.e. the date of closing of
the Offer). Form of Acceptance of such dematerialized Equity Shares not credited
to the Special Depository Account before the date of closing of this Offer is
liable to be rejected. No
document should be sent to the Acquirers or to the Manager to the Offer or Magma
Leasing Limited 8.2
Procedure for Equity Shares held in Physical
Form 8.2.1
Registered
shareholders of Magma Leasing Limited should enclose: �
Form of
Acceptance duly completed and signed in accordance with the instructions
contained therein, by sole/ joint shareholders whose name(s) appears on the
equity share certificate(s) and in the same order in which their name(s) appear
in the Register of Members and as per the specimen signature lodged with Magma
Leasing Limited. �
Original
Equity Share Certificate(s) �
Valid
Share Transfer Deed(s) duly signed as transferor(s) by the sole/joint
shareholder(s) in the same order and as per specimen signatures lodged with
MAGMA LEASING LIMITED and duly witnessed at the appropriate place. The transfer
deed should be left blank, except for the signatures as mentioned above.
Attestation, where required (thumb impressions, signature difference, etc.)
should be done by a Magistrate, Notary Public or Special Executive Magistrate or
a similar authority holding a public office and authorized to use the seal of
his office or a member of a recognized stock exchange under their seal of office
and membership number or manager of the transferor�s bank. A blank share
transfer form is enclosed along with this Letter of Offer. �
Incase
of registered shareholder, non-receipt of the aforesaid documents, but receipt
of the share certificates and the duly completed transfer deed, the Offer shall
be deemed to be accepted. �
Notwithstanding
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 MAGMA LEASING LIMITED or are not in the order, such Equity Shares
are liable to be rejected under this Offer even if the Offer has been accepted
by a bona fide owner of such Equity Shares. 8.2.2
Unregistered
owners of Equity Shares of Magma should enclose: �
Form of
Acceptance duly completed and signed in accordance with the instructions
contained therein; �
Original
Equity Share Certificate(s); �
Original
Broker Contract Note; and/or Original copy of the Bill/Invoice for purchase of
the shares �
Valid
Share Transfer Deed(s) as received from the market. The details of 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 preconditions for acceptance. Unregistered
owners can send their acceptance of the Offer in writing to the Registrars to
the Offer, Niche
Technologies Private Limited. Ltd.,
at the collection centers as mentioned in paragraph 8.1 above, on plain paper
stating Name, Address, No. of Equity Shares offered, Distinctive Nos., Sellers
Folio No., together with the original Share Certificate(s), valid transfer deeds
as received from the broker. No indemnity is required from the unregistered
owners Unregistered
owners if they so desire may also apply on the Form of Acceptance downloaded
from the SEBI� website (http://www.sebi.gov.in/) 8.3
Procedure for Equity Shares held in Demat Form: 8.3.1
Beneficial
Owners should enclose: �
Form of
Acceptance duly completed and signed in accordance with the instructions
contained therein, by sole/ joint shareholders whose names appear in the
beneficiary account and in the same order therein. The Form of Acceptance has to
be tendered by the beneficial holder of Equity Shares only.
�
A
photocopy or counterfoil of the Delivery Instructions in �off market� mode, duly
acknowledged by the beneficial owner�s depository participant and filled as per
the details of the Special Depository Account given below. �
The
Registrar to the Offer, M/s Niche Technologies Private Limited has opened a
special depository account with the National Securities Depositary Limited
(�NSDL�) called, �Niche Technologies Pvt Ltd Escrow Account � Magma Offer�.
Shareholders of Magma having their beneficiary account with the Central
Depositary Services (India) Limited (�CDSL�) must use the inter-depository
delivery instruction slip for the purpose of crediting their shares in favour of
the special depository account with NSDL.
The details are given below: DP
Name: IndusInd Bank
Ltd Client
ID Number: 10541083 DP ID
Number: IN 300159 Depository:
National Securities Depository Ltd Shareholders,
having their beneficiary account with CDSL, have to use inter-depository
delivery instruction slip for the purpose of crediting their Equity Shares in
favour of the Special Depository Account with NSDL. Since the Equity Shares of
Magma are in compulsory demat mode, the minimum marketable lot for such shares
will be one. The Delivery Instructions to be given to the depository participant
should be in �For Off Market Trade� mode only. For each Delivery Instruction the
Beneficial Owner should submit separate Form of Acceptance. Incase of
non-receipt of the aforesaid documents, but receipt of the shares in the special
depository account, the Offer shall be deemed to be
accepted. 8.3.2
Shareholders
who have sent their Equity Share Certificates for dematerialisation should
enclose: �
Form of
Acceptance duly completed and signed in accordance with the instructions
contained therein by the sole/ joint Equity Shareholders whose name appears on
the Equity Share Certificate and in the same order in which their name(s)
appears in the Register of Members and as per the specimen signature lodged with
Magma Leasing Limited Shareholders
holding shares in dematerialized form are requested to issue the necessary
standing instruction for receipt of the credit in their DP
account. 8.4
Procedure to be adopted in case of non-receipt of the Letter of
Offer 8.4.1
By
Equity Shareholders holding Equity Shares in physical
form �
In case
of non-receipt of the Letter of Offer, eligible persons may send their
acceptance of the Offer in writing to the Registrar to the Offer, Niche
Technologies Private Limited, at the collection centers as mentioned above, on
plain paper stating their Name, Address, No. of Equity Shares held, No. of
Equity Shares offered, Distinctive Nos., Folio No together with the original
Share Certificate(s), valid transfer deeds in case of Equity Shares held in
physical form, so as to reach the Registrar to the Offer on or before the
closure of the Offer. �
Shareholders
who have lodged their Equity Shares for transfer with Magma must also send the
acknowledgement received, if any, from Magma towards such lodging of Equity
Shares. 8.4.2
By
Equity Shareholders holding Equity Shares in dematerialised
form �
Beneficial
Owners may send their acceptance of the Offer in writing to the Registrar to the
Offer, Niche Technologies Pvt Ltd, at the collection centers as mentioned in
paragraph 8.1 above, on plain paper, stating Name, Address, Number of Equity
Shares held, Number of Equity Shares offered, DP name, DP ID, beneficiary
account number and a photocopy
or counterfoil of the delivery instructions in �Off market� mode, duly
acknowledged by the beneficial owner�s depository participant, in favour of the
Special Depository Account, the details of which are mentioned in paragraph
8.3.1 above, so as to reach the Registrar to the Offer on or before the closure
of the Offer. �
Shareholders,
having their beneficial account with CDSL, have to use inter depository delivery
instruction slip for the purpose of crediting their Equity Shares in favour of
the Special Depository Account with NSDL. �
No
indemnity is required while sending the acceptance of the Offer on plain
paper. Shareholders
not receiving the Letter of Offer, if they so desire, may also apply on the Form
of Acceptance that can be downloaded from SEBI web site (www.sebi.gov.in or http://www.sebi.com/). 8.5
As per
the provisions of Section 196D(2) of the Income Tax Act, 1961, as amended (�the
Income Tax Act�), no deduction of tax at source shall be made before remitting
the consideration for equity shares tendered under the offer by Foreign
Institutional Investors (�FIIs�), as defined in Section 115AD of the Income Tax
Act. However, while tendering their Equity Shares under the Offer, Non Resident
Individuals, Overseas Corporate Bodies and other nonresident shareholders will
be required to submit a No Objection Certificate (�NOC�) or Tax Clearance
Certificate or Certificate for Deduction of Tax at Lower Rate from Income Tax
authorities under the Income Tax Act indicating the amount of tax to be deducted
by the Acquirers before remitting the consideration. In case the aforesaid NOC
or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate
is not submitted, the Acquirers will arrange to deduct tax at the maximum
marginal rate as may be applicable to the category of shareholders on the entire
consideration amount payable to such shareholders. Non-resident
shareholders of Magma Leasing Limited should also enclose RBI permissions
(specific or general) that they would have obtained for acquiring equity shares
of Magma Leasing Limited. In case the RBI permission(s) is/are not submitted,
the Acquirers reserve the right to reject such equity
shares 8.6
The
shareholders should also provide all relevant documents, which are necessary to
ensure transferability of the Equity 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) if the original shareholder is deceased; �
duly
attested Power of Attorney if any person apart from the shareholder has signed
the Form of Acceptance and/or transfer deed(s); �
in case
of companies, the necessary corporate authorization (including Board
Resolutions); �
no
objection certificate from the chargeholder/lender, if the shares in respect of
which the application is sent, are under any charge, lien or
encumbrance: �
any
other relevant documentation. 8.7
The Registrar to the Offer
will hold in trust the Equity Shares and Equity Share certificates, Form of
Acceptance, the transfer form(s) and other documents on behalf of the
shareholders of Magma Leasing Limited who have tendered their shares in the
Offer, until the cheques/drafts for the consideration and/or the unaccepted
Equity Shares/ Equity Share certificates are dispatched/returned. The Acquirers
would not have any access to these Equity Shares till such
time. 8.8
Equity Shares, that are the
subject matter of litigation or are held in abeyance due to pending court cases,
wherein the shareholder(s) of Magma Leasing Limited may be precluded from
transferring the Equity Shares during pendency of the said litigation, are
liable to be rejected unless directions/orders regarding the free
transferability of such Equity Shares are received together with the Equity
Shares tendered under the Offer prior to the date of closure of the
Offer. 8.9
The consideration for the
Equity Shares accepted by the Acquirers will be paid by crossed account payee
cheques/ demand drafts. Such cheques/demand drafts exceeding Rs. 1,500/- or
unaccepted Equity 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/unregistered owner. Cheques/demand drafts for Rs. 1,500/- or less
will be sent under certificate of posting. All cheques/demand drafts will be
drawn in the name of the first holder, in case of joint registered
holders. In case
of dematerialised Equity 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
Acquirers and give instructions for the credit to the beneficial account of the
Acquirers. The Equity Shares held in dematerialised form to the extent not
accepted as a result of nonpayment/part payment of consideration by the
Acquirers under the Offer will be released to the Beneficial Owner�s Depository
Account from where the credit was received and as per details furnished by the
Beneficial Owner in the Form of Acceptance, at the sole risk of the Beneficial
Owners. 8.10
In terms of regulation
22(5A) of the Regulations, shareholders desirous of withdrawing their acceptance
tendered by them in the Offer, may do so up to three working days prior to the
date of closure of the Offer. The withdrawal option can be exercised by
submitting the documents as per the instructions below, so as to reach the
Registrar to the Offer at any of the collection centers mentioned above as per
the mode of delivery indicated therein on or before January 12,
2005. The
withdrawal option can be exercised by submitting the Form of withdrawal as
enclosed with the Letter of Offer. 8.10.1
Shareholders should enclose
the following: �
For
Equity Shares held in demat form: Beneficial owners should
enclose: �
Duly
signed and completed Form of Withdrawal. The signature(s) should be attested by
their depository participant. �
Acknowledgement
slip in original in case of hand delivery /Copy of the Form of Acceptance cum
Acknowledgement, if submitted by Registered post �
Photocopy
of the delivery instruction in �Off-market� mode or counterfoil of the delivery
instruction in �Off-market� mode, duly acknowledged by the
DP. �
For
Equity Shares held in physical form: Registered
Shareholders should enclose: �
Duly
signed and completed Form of Withdrawal. The signature should be attested by
their bank �
Acknowledgement
slip in original in case of hand delivery/Copy of the Form of Acceptance cum
Acknowledgement if submitted by Registered post. �
In case
of partial withdrawal, valid Share Transfer form(s)duly signed as transferors by
all registered shareholders (in case of joint holdings) in the same order and as
per specimen signatures registered with Magma Leasing Limited and duly witnessed
at the appropriate place. Unregistered owners should
enclose: �
Duly
signed and completed Form of Withdrawal. �
Acknowledgement
slip in original in case of hand delivery/Copy of the Form of Acceptance cum
Acknowledgement if submitted by Registered post. In case
of non-receipt of Form of withdrawal, the withdrawal option can be exercised by
making a signed application duly attested by appropriate authority on a plain
paper alongwith the following details; �
In case
of physical shares: Name; Address; Distinctive Numbers; Folio Number, Number of
Shares tendered/ withdrawn and �
In case
of dematerialized shares: Name; Address; Number of Shares offered; DP name; DP
ID; Beneficiary Account Number and a photocopy of the delivery instruction in
�Off-market� mode or counterfoil of the delivery instruction in �Off-market�
mode, duly acknowledged by the DP, in favour of the special depository
account. 8.10.2
The withdrawal of Shares
will be available only for the Share certificates/Shares that have been received
by the Registrar to the Offer/Special Depository Escrow Account.
8.10.3
The intimation of returned
shares to the Shareholders will be at the address as per the records of the
Magma Leasing Limited / Depository
as the case may be. 8.10.4
The Form of Withdrawal
should be sent only to the Registrar to the Offer. 8.10.5
Partial withdrawal of
tendered shares can be done only by the Registered shareholders/Beneficial
owners. In case of partial withdrawal, the earlier Form of Acceptance will stand
revised to that effect. 8.10.6
Shareholders holding Shares
in dematerialized form are requested to issue the necessary standing instruction
for receipt of the credit in their DP account. 8.11
Barring unforeseen
circumstances and factors beyond their control, the Acquirers intend to complete
all procedures relating to the Offer, including payment of consideration to the
shareholders who have accepted the Offer, within 15 days from the date of
closing of this Offer and for the purpose open a special account as provided
under Regulation 29 of the Regulations. Provided
that where the Acquirers is unable to make the payment to the shareholders who
have accepted the Offer before the said period of 15 days due to non-receipt of
requisite statutory approvals, SEBI may, if satisfied that non receipt of
requisite statutory approvals was not due to any willful default or neglect of
the Acquirers or failure of the Acquirers to diligently pursue the applications
for such approvals, grant extension of time for the purpose, subject to the
Acquirers agreeing to pay interest to the shareholders for delay beyond 15 days,
as may be specified by SEBI from time to time, in accordance with regulation
22(12) of the Regulations. 9.
DOCUMENTS
FOR INSPECTION\ The
following documents are regarded as material documents and are available for
inspection at the office of the Manager to the Offer from 11.00 a.m. to 3.00
p.m. on any working day until the Offer closes. 1.
Certification
of Incorporation and Memorandum and Articles of Association of Stratus
Developers Pvt Ltd. 2.
Certification
of Incorporation and Memorandum and Articles of Association of Microfirm
Softwares Pvt Ltd. 3.
Certificate
of Incorporation and Memorandum and Articles of Association of the Target
Company. 4.
Net
Worth certification of Mr Sanjay Chamria and Mr Mayank Poddar by Chartered
Accountants 5.
Copy of
the certificates issued by M/s B K
Seta & Associates, Chartered Accountants, and M/s Pankaj Kumar Kedia &
Co, Chartered Accountants dated
September 20, 2004 and 17th December 2004, confirming the adequacy of
financial resources with the Acquirers to fulfill the open offer
obligation. 6.
Copy of
the audited accounts of Stratus Developers Pvt Ltd for the financial years ended
2002, 2003 and 2004 7.
Copy of
the audited accounts of Microfirm Softwares Pvt Ltd for the financial years
ended 2002, 2003 and 2004 8.
Copy of
the audited accounts of Magma Leasing Limited for the financial years ended
2002, 2003 and 2004 9.
Letter
from Escrow Bank confirming the
arrangement in the escrow account and a
lien marked in favour of the Manager to the Offer. 10.
Data
from BSE containing the share price and volume. 11.
Copy of
Share Purchase Agreement and Escrow Agreement dated September 24, 2004 between
Acquirers and Seller. 12.
Copy of
Engagement letter date September 24, 2004 appointing ANZ Capital Private Limited
Manager to the Offer. 13.
Copy of
Public Announcement as published in the newspapers on September 27,
2004. 14.
Copy of
the Corrigenda to the Public Announcement as published in the newspapers on
October 8, 2004 and December 21, 2004. 15.
Copy of
the independent Chartered Accountant certificates dated November 27, 2004
certifying fair value of equity shares of Magma. 16.
Letters
No. CFD/DCR/TO/AT/24346/2004 dated October 26, 2004 and CFD/DCR/TO/AT/28377/04
dated December 14, 2004 received from SEBI in terms of Regulation
18(2). 17.
Copy of
confirmation regarding opening of Special Depository Account in the name and
Style of �Niche Technologies Pvt Ltd. � Escrow Account � Magma
Offer� 18.
Copy of
undertakings from Acquirers and shareholders of Magma Leasing
Limited 10.
DECLARATION
BY THE ACQUIRERS The Acquirers and PACs
accept full responsibility for the information contained in this Letter of
Offer, Form of Acceptance, Form of Withdrawal and also for ensuring compliance
with the SEBI (SAST) Regulations. All information contained in this document is
as on the date of the Public Announcement, unless stated otherwise. Mr. Naveen
Goel and Mr Sanjay Chamria have been severally authorised by the Board of
Directors of SDPL and MSPL, respectively, to sign the Letter of Offer.
The
Acquirers and the PAC accept joint and several responsibility for ensuring
compliance with the Regulations By
Order of the Board
For
Stratus Developers Private Limited
Microfirm Softwares Private Limited
SD /-
SD/-
(Director)
(Director)
Place:
Kolkata Date:
22nd December 2004 Enclosed a: Form
of Acceptance b: Form
of Withdrawal c:
Blank Share Transfer
Form |
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