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LETTER
OF OFFER This
Document is Important and requires your Immediate
Attention This
Letter of Offer is sent to you as Shareholder(s) of VMC SOFTWARE LIMITED. If you require any clarifications about the
action to be taken, you may consult your stockbroker or investment consultant or
Merchant Banker/ 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 and
Transfer Deed to the Member of the Stock Exchange through whom the said sale was
effected.
MANAGER
TO THE OFFER
REGISTRAR TO THE OFFER Aryaman
Financial Services Limited
Sharex (India) Pvt.
Limited 35, Atlanta, 3rd
Floor,
17/B, Dena Bank Building Nariman
Point,
Horniman Circle, Fort Mumbai - 400 021.
Mumbai � 400 001
Tel.
: 022-282 64 65/66, 288 31 34
Tel. : 022 2702485 /2641376 Fax
: 022-282 64 67
Fax : 022 2641349 e-mail : aryaman@bom2.vsnl.net.in
e-mail : sharexindia@vsnl.com Contact Person : Ms. Radha
Kirthivasan
Contact Person : Mr. A.D.
Patel SCHEDULE
OF ACTIVITIES :
* Note : If there is any delay in making the payment of consideration beyond 15.06.2002, the acquirer would pay interest to the shareholders whose shares have been accepted under the offer, @ 15%p.a. INDEX
DEFINITIONS The
following definitions apply throughout this document, unless the context
requires otherwise:-
1. DISCLAIMER
CLAUSE "IT IS TO BE DISTINCTLY
UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY
BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY
SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE
OF OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE
THE SHAREHOLDERS OF M/S. VMC SOFTWARE
LIMITED TO TAKE AN INFORMED
DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER
FOR FINANCIAL SOUNDNESS OF THE ACQUIRER (INCLUDING PACS), OR THE COMPANY WHOSE
SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE
CLEARLY UNDERSTOOD THAT WHILE ACQUIRER (INCLUDING PACS) IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS
LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT ACQUIRER (INCLUDING PACS) DULY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY. IN THIS BEHALF,
AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER M/S.ARYAMAN FINANCIAL SERVICES LIMITED
HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED MARCH 04, 2002 TO SEBI IN
ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVER)
REGULATIONS, 1997 AND SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING OF THE LETTER
OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER (INCLUDING PACS) FROM THE
REQUIREMENT OF OBTAINING SUCH
STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER."
2.
DETAILS OF THE OFFER
2.1
BACKGROUND OF THE OFFER 1.
This
Open Offer is being made pursuant to the Regulation No.10 and 12 and other
provisions of Chapter III of and in compliance with the Securities &
Exchange Board of India, (Substantial Acquisition of Shares and Takeover)
Regulation, 1997 and subsequent amendments thereof for substantial acquisition
of shares. 2.
M/s
Juvenile Capfin Private Limited (Juvenile ), having its registered office at, 5,
Pratik, North Avenue, Santacruz (W), Mumbai 400 054 (� The Acquirer �) has entered into an
agreement dated February 14, 2002 (�Acquisition Agreement�) to acquire by
private negotiations from Total Net work Solutions Limited (�The Vendors�) having their office
at B/404, Alkapuri Arcade, R.C.
Dutta Road, Alkapuri, Baroda � 390 007, telephone nos. 0265 776605, a total of
3,06,000 equity shares of Rs. 10
each representing 17.16% of the voting capital of of M/s VMC SOFTWARE
LIMITED., (�Target Company� �VMC�) having its
registered office at K-203, 2nd floor, International Infotech Park,
Vashi Railway Station Complex, Vashi, Navi Mumbai � 400 705, for cash at a price
of Rs.25/- per share. The vendors belong to the Promoter Group of the Target
Company. Out of the 3,06,000 to be
acquired 2,56,000 shares are under
lock �in upto 2/11/2002. The mode
of payment of the consideration for the shares acquired under the agreement is
cash and the total consideration of Rs. 76.50 lacs shall be paid as under
:
Rs.5,00,000 before date of public announcement Balance of
Rs. 71.50 lacs at the time of completion of all takeover formalities
The
agreement dated February 14, 2002 contains a clause that it is subject to the provisions of
SEBI
(SAST) Regulation and in case of non compliance with any of the
provisions of the Regulations, the agreement for such sale shall not be acted
upon by the Seller or the Acquirer. 3.
The
proposed change in control is not through any arrangement. 4.
The
Offer is not subject to any minimum level of acceptance and the Acquirer
(including PACs) will acquire all the fully paid up equity shares of VMC that
are tendered in valid form in accordance with the terms and conditions set out
herein, up to a maximum of 3,56,550 equity shares. 5.
Based
on the information available from the Acquirer, Target Company & SEBI
Website, neither the Acquirer (including PACs) nor the Target Company have been
prohibited by SEBI from dealing in securities in terms of the direction issued
u/s 11B of SEBI Act or under any of the regulation made under the SEBI Act. 6.
The
Composition of the Board of Directors in VMC Post-acquisition and Offer shall be
determined on completion of all formalities relating to the Offer.
7.
Juvenile
will not acquire any partly paid up share tendered in the
offer.
2.2 DETAILS OF THE PROPOSED
OFFER 1.
The
public announcement was made by the Acquirer on February 19, 2002 in compliance with
Regulation 15 of the Takeover Regulations in Financial Express(English Daily),
Jansatta (Hindi Daily) and Tarun Bharat (Regional - Marathi Daily). The Public Announcement is also available on the SEBI website at
www.sebi.gov.in 2.
The
Offer is to acquire upto 3,56,550
equity shares being 20.00% of the issued paid-up equity share capital at a price
of Rs. 28/- per share from existing share holders. The payment to the
shareholders whose shares have been accepted shall be by cash and will be paid
by cheque / demand draft. 3.
The
equity shares of VMC Software Limited (hereinafter referred to as �VMC�) are
listed on the Stock Exchange, Mumbai ("BSE"). The shares of the company are
frequently traded. The annualized
trading turnover in the shares of the target company during the preceding 6
calendar months prior to the month in which the public announcement was made is
more than 2 % of the listed shares of the Target company. The Offer Price of Rs. 28/- per share is
higher than the price as determined under regulation 20(2). The average of
weekly high and low of the closing prices of the equity shares of VMC as quoted
on BSE during the 26 weeks period preceding the date of the public announcement
works out to Rs. 21.18 and the negotiated price is Rs. 25/- per share. The
Acquirer (including PACs) has not acquired any shares in VMC during 12 months
period prior to the date of the public announcement. 4.
The
Acquirer (including PACs) have not
acquired any shares of VMC after the date of P.A. and upto the date of this
LOF. 2.3 Object
of the acquisition /offer This offer is being made
pursuant to Regulation 10 and 12
and other provisions of Chapter III
and in compliance with the regulations for the purposes of gaining substantial acquisition of voting rights and/ or for
change in control of VMC. 3.
BACKGROUND OF THE ACQUIRER (INCLUDING PACS) Juvenile Capfin Private Limited.
8.
BOARD OF DIRECTORS
The
composition of Board of Directors as on the date of the public announcement is
as follows:
None of the above Directors
are on the Board of VMC SOFTWARE LIMITED. 9. SHARE HOLDING PATTERN
As on 31.01.02 the
shareholding pattern of the company in respect of paid up equity shares is as
under:
2.
FINANCIAL
HIGHLIGHTS (i) Profit & Loss Statement
:- (Rs in lacs)
(ii) Balance Sheet
Statement:- (Rs in lacs)
(iii)
Other Financial Data :-
(iv)
Unaudited Financial results for the
10 month period ended 31.01.2002. (Rs
in Lacs)
As
per certificate received from the Chartered Accountants M/s. Vedula Vijay
Ramanathan for the year ended
31/03/01, 31/03/00 and 31/03/99 it has been certified that
: Correct accounting policies has been
followed. Company has made all the
provisions wherever necessary. There
are no material amounts relating to
adjustments in arriving at the profits of the Company. There
has been no change in accounting
policies followed by the
Company. Profit
and loss account discloses the profit or loss before and after extra ordinary
items wherever necessary. INFORMATION
ON PACS The
PACs are both related to each other to the extent that they both are directors
in the Acquirer company. There has
been no agreement between the PACs as regards the open offer. The Acquirer and the PACs have not
entered into any agreement with regard to the offer/acquisition of
shares. MR. SHAILESH
PARIKH 1.
Mr.
Shailesh Parikh, S/o. Mr. Satyendra Parikh,
aged 42 years is residing at 5,
Pratik, North Avenue, Santacruz (W), Mumbai 400 054. He is a Graduate in Commerce and has done his Diploma in
Business Management. 2.
Shailesh Parikh has promoted M/s. I-Land Informatics
Ltd. and M/s. Aastha Fiscal & Trading Pvt. Ltd. He is a full time director in M/s.
Aastha Fiscal & Trading Pvt. Ltd. and also director in the Acquirer
company. He is
not on the board of any listed
companies. 3.
The Net worth of Mr. Shailesh Parikh as on
31/01/2002 as certified by M/s. APA
& Company, Chartered
Accountants, having their office at 5, Santacruz Mansion No. 1,
1st floor, opp. Rly Station,
Santacruz (East), Mumbai - 400 055 Telephone No. : 022 6148846 is Rs 28.45 lacs. 4.
Shailesh Parkih , nor any of
the companies where he is director or companies in which he holds controlling stake have been
prohibited by SEBI from dealing in securities, in terms of direction issued u/s
11B of SEBI Act or under any of the regulation made under the SEBI
Act. The
details of companies promoted by Shailesh Parikh are as under : i.
M/s.
I-Land Informatics Ltd. The
company was incorporated on 18.04.2000 under the Companies Act 1956 and is engaged in the activities of Software Consultancy, Media &
Entertainment and Poster Drama. The
brief financials of the company for the year ended 31.03.2001 is as under.
(Rs in
Lacs)
ii.
M/s.
Aastha Fiscal & Trading Pvt. Ltd The
company was incorporated on 19.01.98 under the Companies Act 1956 and is engaged in the business of
Financial and Investment activities. The
brief financials of the company for past three years are as under.
(Rs in Lacs)
*
While calculating NAV the new worth has been divided by the number of equity
shares only. MR.
SURESH AGARWAL 1.
Mr.
Suresh Agarwal Parikh, S/o. Mr. Ramgopal Agarwal,
aged 42 years is residing at D/
7/49, Century Colony, P.O. Shahad, Tal
421103. He is a practicing Chartered Accountant. 2.
Suresh Agarwal is a
professional director in M/s. Shiv International Limited and the Acquiring
company. He is also a partner in
Agarwal and Jindal a Chartered Accountant firm. He is not a full time director in any company nor is he a director in any
listed companies.
5.
DISCLOSURE IN TERMS OF REGULATION 16 (ix) 1.
This offer is being made
pursuant to Regulation 10 and 12
and other provisions of Chapter III
and in compliance with the regulations for the purposes of substantial acquisition of voting rights with change
in control and management of the target company. 2.
The Acquirer (including PACs) does not have any intention to dispose of or otherwise encumber any assets of VMC in the next two
years from the date of closure of
the offer, except in the ordinary
course of business of
VMC. VMC has vide its board
resolution dated 30/01/02 decided to sell the land at Infotech Park- Vashi for development to BSEL Information
Systems limited at a total price of Rs. 1.84 crores and take 24,800 sq. ft of
built commercial premises at a consideration of Rs. 6.82 crores. The agreement of the same has not been
entered into.
3.
Through the proposed
takeover it is intended to strengthen the existing operations of the company by
providing technical and financial inputs. 6.
BACKGROUND OF THE TARGET COMPANY. VMC SOFTWARE LIMITED
(VMC)
1.
VMC Software Limited (VMC)
is a Public Limited Company having its Registered Office at K-203,
2nd floor, International Infotech Park, Vashi Railway Station
Complex, Vashi, Navi Mumbai � 400 705.
The company was incorporated on January 30, 1985 in the state of
Maharashtra under the name Vidhan Mercantile Company Limited and obtained certificate of
commencement of business on February 6, 1985. The name of the company was
changed from Vidhan Mercantile Company
Limited to its present name during January 1999. The company was originally promoted by
Shri Bhupendra Singh Lodha and Shri Kanai Chakraborty who were subscribers to
the Memorandum and Articles of Association of the Company.
The present promoters
of the company are Mr. Sanjay Doshi, Total Network Solution Limited and their
associates. The company was registered with the Reserve Bank of India (RBI) as
an Non- Banking Finance Company vide its certificate of Registration number
13.00373 dated March 18, 1998.
Subsequently due to change in the main objects of the company, the
company had applied to RBI for deregistration which was granted by RBI vide
their letter dated October 4, 2001.
In August 1996, the company was taken over by the present promoters by
acquiring 55% of the voting capital
of the company at a negotiated price of Rs. 18/- per share on spot delivery
basis. The present promoters had
made an open offer in terms of SEBI (Substantial Acquisition of Shares and
Takeover) Regulation 1997, of acquiring upto 99,600 Equity shares of VMC. No
shares were received form the shareholders by the Registrar to the offer during
the offer period for acceptance of the said offer. All the shares acquired (55%) were
transferred in the name of Sanjay Doshi on 25th March, 1997 after
completetion of all the formalities under the Takeover Regulations. The said transfer was erroneously made
in the name of Sanjay Doshi instead of Total Network Solution Ltd., the entire
payment for acquisition of shares was made by Total Network Solution Ltd., the
rectification of the said error was done by correcting the name of the
transferee on 8th August, 1997. 2.
The Issued, Subscribed and
Paid up Equity Share Capital of VMC
as on 31.03.2001 was Rs. 178.23 lacs comprising of 17,82,750 equity shares of
Rs. 10/- each out of which 2,49,000 equity shares of Rs. 10/- each were allotted
as fully paid bonus shares. There are calls in arrears to the extent of Rs.
4,500/- on 850 partly paid up equity shares and the balance 17,81,900 shares are
fully Paid up. The shares of VMC are listed on Mumbai Stock Exchange. The partly paid up shares do not carry
any voting rights. 3.
The activities of VMC
include providing IT services, software development and IT solutions. VMC has an office in International
Technology park � Vashi. VMC
provides software consultancy, business solutions and undertakes off-shore and
on-shore projects.
4.
Total Income of the Company for the year ended
31st March, 2001 was Rs. 577.50 lacs with a net profit after tax of
Rs. 216.13 lacs. The Book Value,
EPS and Return on Net Worth were Rs. 102.48, Rs. 12.12, and 11.83% respectively. 5.
Share Capital structure of
the Target Company :-
There
are no outstanding convertible instruments (warrants/ FCDs /PCDs) etc.
6. Compliance with
listing requirements: As
informed by the Target company as regards the status of compliance with the
listing
requirement, the Target Company, and its promoters have presently
complied with all the requirements to the extent applicable with the Mumbai
Stock Exchange. The Equity shares
of the company were suspended by the Stock Exchange, Mumbai form 20th
May, 1991 to 22nd May, 1991 and later from 5th March 1992
to 14th April, 1996 on account of failure to publish unaudited
financial half yearly results.
7.
The company its promoters nor the directors have been barred by SEBI u/s.
11B of the
SEBI Act. 8.
The details of compliance with the
applicable provisions of chapter II of SEBI (SAST), Regulations 1997, by the target company, its promoters,
and its directors is as under : a)
By the
promoters/Sellers/major shareholders of target company
b)
By the target
company
Details of sellers/promoters and other major shareholders who have delayed in compliance of the requirements of Chapter II of the Takeover Regulations.
9.
BOARD OF
DIRECTORS The
composition of Board of Directors as provided by the Target Company, as on
February 12, 2002 is as
follows:
There
has been no merger / demerger, spin off relating to the company during last 3
years. 10.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement :- (Rs in lacs)
(ii) Balance Sheet
Statement:- (Rs in lacs)
(iii)
Other Financial Data :-
(iv)
Unaudited certified Financial results for the half Year ended 30.09.2001 is as
under: (Rs
in lacs)
11.
SHAREHOLDING
PATTERN As on date of
public announcement the shareholding pattern is as under:
12.
Pre
and Post offer shareholding pattern of VMC is as follows:
-
The
Acquirer (including PACs) has not acquired any shares of the target company
after the Public Announcement till the date of Letter of offer. The Target
Company is not a sick Industrial company within the meaning of clause (o) of
Sub-Section (I) of Section 3 of the
Sick Industries Companies (Special Provision) Act, 1985. The total number of
shareholders in Public Category are
5015. 7. OFFER PRICE AND FINANCIAL
ARRANGEMENTS 1. JUSTIFICATION OF OFFER
PRICE i. The equity
shares of VMC SOFTWARE LIMITED (VMC ) are listed on the Mumbai Stock Exchange,
("BSE") iii.
The details of shares traded
during the 6 calendar months prior to the month in which PA was made is as under
:
iii. The shares of the company are frequently
traded and the Offer Price of Rs.28/- per share is the higher than the following
prices: (a)
The
negotiated price under the agreement which in this case is Rs. 25/- per share
(Regulation 20(2)(a)) (b)
Since
the Acquirer (including PACs) and PACs have not acquired any shares in VMC
either by way of allotment in public or rights issue during the 26 weeks prior
to the date of this public announcement the same is not applicable. (Regulation
20(2)(b)) (c)
Since
the Acquirer (including PACs) and PACs have not acquired any shares in the
target company by way of preferential allotment during 12 months period prior to
the date of this public announcement the same is not applicable. (Regulation
20(2)(c)) (d)
The
average of the weekly high and low of the closing prices for the shares of VMC
on BSE, for the 26 week period ending February 16, 2002 is Rs. 21.46.
(Regulation 20(2)(d)) The
average price calculated as per Regulation 20(2)(d) during the 26 weeks
preceding the date of P.A. is as follows:
iv.
In
view of the above, the Offer Price payable under this Offer is in compliance
with the Takeover Regulations. All other parameters suggest that the price of
Rs. 28/- per equity share is just and reasonable in terms of the regulation
20(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997. v.
The
offer price shall not be less than the highest price paid by the Acquirer
(including PACs) for any acquisition of the shares of the Target Company from
the date of PA up to 7 working days prior to the closure of the offer (i.e.
upto
09/05/02). 2.
FINANCIAL
ARRANGEMENTS 1.
The Acquirer (including
PACs) has adequate and firm financial resources to fulfil the obligations under the open offer.
The sources of funds shall be internal accruals and domestic borrowings/ sale of investments. 2.
The maximum purchase
consideration payable by the Acquirer (including PACs) in the case of full
acceptance of the offer i.e. 3,56,550 fully paid up equity shares of VMC at the
offer price of Rs. 28/- per equity shares would be Rs. 99.83 lacs. The Acquirer has deposited 15000 shares of
Baffin Engineering Limited with the Manager to the Offer , having market value
of Rs. 233 per share (February 13, 2002) on the Mumbai Stock Exchange totalling
to Rs. 34.95 lacs against the funds
requirements to be placed in Escrow account of Rs. 24.96 lacs i.e. 25% of the
total consideration payable, with a margin of 40%. The shares deposited in the Escrow
account are frequently traded as per explanation (i) to Regulation 20 (3)
i.e. the annualized trading turnover in the shares of Baffin Engineering Limited
during the preceding calendar months i.e from August 2001 to January 2002
is more than 2 % of the total
listed shares. 3.
The Acquirer (including
PACs) has also empowered the Manager to the Offer to realise the value of such
securities by sale or otherwise as per Regulation 28(7) of the
Regulations. 4.
The Acquirer has also made a
Fixed deposit of Rs. 1.00 lac (being 1% of the purchase consideration payable
under this offer) with Karnataka Bank, Fort, Mumbai under Regulations 28(10), on
which a lien has been granted in favour of the Manager to the
Offer. 5.
Mr. S. Vedula (M.No. 38150),
Partner, M/s. Vedula Vijay and Ramanathan, Chartered Accountants, having their office at Room
no. 28, 211/219, Bharati Bhavan,
3rd floor, P.D`Mello Road, Fort, Mumbai � 400 001 Telephone &
Fax No. : 022 2618982, have confirmed vide their letter dated
February 14, 2002 that sufficient resources are available to allow the Acquirer
(including PACs) to fulfill its obligations under the offer. Based on the above,
the Manager to the Offer is
satisfied about the ability of the
Acquirer (including PACs) to implement the offer in accordance with the
Regulations. 6.
The Manager to the offer,
confirms that firm arrangements for funds and money for payment through
verifiable means are in place to fulfill offer
obligations. 8. TERMS AND CONDITIONS OF THE
OFFER 1. i.
This
offer is being made only to the fully paid shareholders of VMC. Those shareholders who hold partly paid
shares shall be eligible to participate in the offer only after making their
shares fully paid. ii.
The
Acquirer (including PACs) will acquire for cash, Equity Shares of VMC to the
extent of valid acceptances received under this offer. iii.
Accidental
omission to dispatch this document to any person to whom this offer is made or
non-receipt of this offer shall not invalidate the offer in any
way. iv.
The
instructions, authorizations and provisions contained in the Form of Acceptance
cum Acknowledgement constitute part
of the terms of the offer. v.
Acquirer
(including PACs) is confident of completing all the formalities pertaining to
the Acquisition of the said shares, within 30 days from the date of closure of
this offer. vi.
Each
Shareholder of VMC to whom this offer is being made, is free to offer his
shareholding in VMC, in whole or in part while accepting this offer.
vii.
Subject
to the conditions governing this offer as mentioned in this offer document, the
acceptance of this offer by the shareholder(s) must be absolute and unqualified.
Any acceptance to the offer which is conditional or incomplete is liable to be
rejected without assigning any reason whatsoever. viii.
The
Acquirer (including PACs) would be responsible for ensuring compliance with the
regulations. 2
Locked in
Shares The offer shall
also be applicable to shares under lock-in if any. The acquisition of shares
subject to lock in is subject to the continuation of the residual lock in period
in the hands of the Acquirer (including PACs). There shall be no discrimination
in the acceptances of shares subject to lock in and those not subject to lock
in. There is no separate approval
required for this
purpose. 3 Eligibility for accepting the
offer This offer is made to all
the shareholders (except Acquirer (including PACs) and the parties to the
agreement) whose names appeared in
the register of shareholders on 01/03/2002 and also to those persons who own the
shares any time prior to the closure of the offer, but are not the registered
shareholder(s). 4 Statutory
approvals i.
Approval
from RBI for transfer of shares of a company registered in India by a
Non-Resident to a resident in India is required. The Acquirer (including PACs)
shall apply for approval from RBI after the closure of the Offer. No approval
other than that as mentioned above is required for the purpose of the offer.
ii. No
approval from any Bank/ Financial Institutions are required for the purpose of
this offer. 9. PROCEDURE FOR ACCEPTANCE AND
SETTLEMENT 1.
The Letter of Offer together
with the Form of Acceptance cum
Acknowledgement will be mailed to the shareholders of VMC (except the Acquirer
(including PACs) and parties to the agreement) whose names appear on the
Register of Members of VMC and to the beneficial owners of the shares of VMC
whose names appear on the beneficial records of the respective depositories at
the close of the business on 01/03/2002 (the Specified
Date). 2.
Shareholders who wish to
tender the shares will be required
to send the Form of Acceptance cum Acknowledgement duly completed and signed by
all the shareholders, Original Share Certificate (s) and Transfer Deed (s) duly
signed in case of Joint Holdings in the same order as per the specimen
signatures lodged with VMC and witnessed (if possible by a Notary Public or Bank
Manager or Member of Stock Exchange with membership number).to the Registrar to
the Offer, Sharex (India) Pvt. Ltd, either by hand delivery during normal
business hours or by Registered Post on or before the close of the offer i.e.
23/05/02 in accordance with the instructions specified in the Letter of Offer
and the Form of Acceptance cum Acknowledgement. In case the shares stand in the
name of a sole shareholder who is deceased, notarised copy of the legal
representative obtained from a
competent court. 3.
The Registrar to the Offer,
Sharex (India) Pvt. Ltd has opened a Special Depository Account with Stock Holding Corporation of India Limited. 4.
Beneficial Owners and
Shareholders holding shares in the dematerialised form, will be required to send
their Form of Acceptance cum Acknowledgement to the Registrar to the Offer
either by hand delivery during normal business hours or by Registered Post on or
before the close of the offer i.e. 23/05/02, along with photocopy of the
delivery instructions in " Off Market"
mode or counterfoil of the delivery instruction in "Off Market" mode,
duly acknowledged by the Depository Participant ("DP"), in favour of Sharex
(India) Pvt. Ltd VMC Open
Offer - Escrow Account, filled in as per the instructions given below
:- DP Name : Stock Holding Corporation of India
Ltd. Client ID No.
: 16067627 DP ID No.
: IN 301127 Shareholders having their
beneficiary account in CDSL have to use inter-depository delivery instruction
slip for the purpose of crediting their shares in favour of the Special
Depository Account with NSDL. 5.
The address of the
collection center of the Registrar, Sharex (India) Pvt. Ltd for the purpose of the offer is as
follows :- 17/B, Dena Bank
Building Horniman Circle,
Fort Mumbai � 400
001 Tel. No (022) 2702485 /2641376 Fax No.: (022)
2641349 e-mail :
sharexindia@vsnl.com Mode of Delivery :
Registered Post and / or Hand delivery Contact Person : Mr. A.D. Patel Business Hours : Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) Applicants who cannot hand
deliver their documents at the collection centers referred above , may send the same by
Registered Post, at their own risk and cost, to the Registrar to the Offer at their Mumbai
address given above. 6.
All owners of shares,
registered or unregistered (except the Acquirer (including PACs) and parties to
the agreement), who own the shares at any time prior to the closure of the offer
are eligible to participate in the offer. Unregistered owners can send their
application in writing to the Registrar to the Offer, on a plain paper stating
the Name, Address, Number of Shares held, Number of Shares Offered, Distinctive
Numbers, Folio No., together with the Original Share Certificate(s), valid transfer
deed(s) and a copy of the contract
note issued by the broker through whom they acquired their shares. No indemnity
is required from the unregistered owners. 7.
In case of non-receipt of
the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, on a
plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio
No., No. of shares offered, along with documents as mentioned above, so as to
reach the Registrar to the Offer on or before the close of the Offer, i.e.
23/05/02. 8.
The Registrar to the Offer
will hold in trust the shares/ share certificates, shares lying in credit of the
special depository account, Form of Acceptance cum Acknowledgement, if any, and
the transfer form(s) on behalf of
the shareholders of VMC who
have accepted the offer, until the cheques / drafts for the consideration and/ or the unaccepted shares/ share
certificates are dispatched/ returned. 9.
Unaccepted Share
Certificates, transfer forms and other documents, if any, will be returned
by Registered Post at the
shareholders/ unregistered owners sole risk to the sole/ first shareholder.
Shareholders whose shares are held in dematerialised form to the extent not
accepted will be intimated by post for the non-acceptance. 10. In case the shares tendered
in the offer by the shareholders of the VMC are more than the shares to be acquired under the offer,
the acquisition of the shares from
each shareholder will be as per the
provision of Regulation 21(6) of the Regulations on a proportionate basis, irrespective of
whether the shares are held in physical or dematerialised
form. 11. Shares, if any, that are the
subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the
pendency of the said litigation are
liable to be rejected in case
directions/ orders regarding these shares are not received together with the shares tendered under the
offer. The Letter of Offer in some of these cases , wherever possible, would be forwarded to the concerned statutory authorities
for further action at their end. 12. Shareholders who have sent
their shares for demat need to
ensure that the process of getting shares demated is completed well in time so that the credit in the
Escrow Account should be received on
or before the date of closure of the Offer, i.e. 23/05/02 else the application would be rejected.
NO
DOCUMENT SHOULD BE SENT TO THE ACQUIRER (INCLUDING PACS) OR TO VMC SOFTWARE
LIMITED. The
shareholders also have an option to download the form of acceptance from SEBI�s
website (www.sebi.gov.in) and apply in the
same. 10.
DOCUMENTS FOR INSPECTION Copies
of the following documents will be available for inspection at the Registered
office of Juvenile Capfin Private Ltd. having its address at 5, Pratik, North Avenue, Santacruz (W),
Mumbai 400 054 on all working days except Saturdays, Sundays and Bank Holidays
between 11.00 a.m. and 3.00 p.m. during the Offer Period.
1.
Memorandum
of Association & Articles of Association (including Certificate of
Incorporation) of Juvenile
Capfin Private Ltd.
2.
Copy
of the Public Announcement. 3.
Copies
of Audited Annual Reports of VMC as at 31.03.1999, 31.03.2000, 31.03.2001 and
unaudited half yearly ended 30.09.2001 4.
Copies
of Audited Annual Reports of Juvenile
Capfin Private Ltd. for the
three years ended 31.03.1999, 31.03.2000 and 31.03.2001and and unaudited balance
sheet for the ten months ending 31/01/02 5.
Copy
of certificate from a Chartered Accountant, dated February 14, 2002 certifying
the adequacy of financial resources with the Acquirer to fulfil the offer
obligations. 6.
Copy
of certificate from Chartered Accountant � M/s. Vedula Vijay Ramanathan and M/s. APA Company certifying the
networth of Mr. Suresh Agarwal and Mr. Shailesh Parikh respectively.
7.
List
of directors of Acquirer (including PACs) company along with their residential
addresses.
8.
Copy
of the agreement entered into with the Depository Participant by the Registrar
to the offer for opening a special depository account for the purpose of the
offer. 9.
List
containing the details of shares deposited in the Escrow Account and lien marked
in favour of Manager to the Offer. 10. Copy
of SEBI letter TO/AS/5887/02 dated April 11, 2002. 11.
DECLARATION 1.
The
Acquirer (including PACs) having made all reasonable inquiries, accepts
responsibility for, and confirms that this letter of offer contains all
information with regard to the offer, which is material in the context of the
issue, that the information contained in this letter of offer is true and
correct in all material respects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which makes this document as a whole
or any of such information or the expression of any such opinions or intentions
misleading in any material respect. 2.
Each
of the Acquirer (including PACs) would be severally and jointly responsible for
ensuring compliance with the Regulations. 3.
We
hereby declare and confirm that all the relevant provisions of Companies Act,
1956 and all the provisions of SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997 have been complied with and no statements in the
offer document is contrary to the provisions of Companies Act, 1956 and SEBI
Substantial Acquisition of Shares and Takeover) Regulations 1997. Signed
by Mr. Suresh Agarwal (Authorised vide board resolution dated 14/02/02) on
behalf of the Board of Directors of :- JUVENILE CAPFIN PRIVATE LTD. sd/- Director Date
:
18.04.02 Place
: Mumbai Enclosures
:
(1) Form of Acceptance cum
Acknowledgement
(2) Transfer Form THIS DOCUMENT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please send this Form with
enclosures to the Registrar to the Offer at their address given
overleaf) FORM OF
ACCEPTANCE- CUM -ACKNOWLEDGEMENT
From :-
Folio No. \DP ID Client
ID:
Sr.No.:
No of Shares Held Tel
No:
Fax No:
E-Mail: To
: Aryaman Financial Services
Limited 35,
Atlanta, 3rd floor, Nariman Point, Mumbai 400
021 Sub.: Open offer for purchase of 3,56,550 equity shares of VMC Software
Ltd. representing 20.00 % of the issue and paid up equity share and voting
capital at a consideration of Rs 28/-- per fully paid up equity share by
Juvenile Capfin Private
Limited Dear
Sir, I/We refer to the Letter of
Offer dated 18.04.02 for acquiring the equity shares held by me/us in VMC
Software Ltd. I/We, the undersigned, have
read the Letter of Offer and understood its contents including the terms and
conditions as mentioned therein. FOR SHARES HELD IN PHYSICAL
FORM : I/We accept the Offer and
enclose the original share certificate (s) and duly signed transfer deed (s) in
respect of my/our shares as detailed below:
(In
case of insufficient space, please use additional sheet and authenticate the
same) I/We note and understand
that the original share certificate(s) and valid share transfer deed will be
held in trust for me/us by the Registrar to the Offer until the time the
Acquirer (including PACs) pays the purchase consideration as mentioned in the
Letter of Offer. I/We also note and
understand that the Acquirer
(including PACs) will pay
the purchase consideration only after verification of the documents and
signatures. FOR SHARES HELD IN DEMAT
FORM : I/We hold shares in demat
form and accept the Offer and enclose photocopy of the Delivery instruction duly
acknowledged by DP in respect of my equity shares as detailed
below:
I/We have done an off market
transaction for crediting the shares to the Escrow Account named �Sharex (India)
Pvt. Ltd VMC Open Offer -
Escrow Account for which necessary
instructions have been given below: DP Name : Stock Holding Corporation of India
Ltd. Client ID No.
: 16067627 DP ID No.
: IN 301127 Share holders having their
beneficiary account with CDSL have to use inter-depository slip for purpose of
crediting their shares in favour of the special depository account with
NSDL. -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - Tear along this line - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - Folio No. \ DP ID Client
ID.:
Serial
No.
Acknowledgement
Slip Aryaman Financial Services
Limited 35, Atlanta, 3rd
floor, Nariman Point, Mumbai 400
021 Received from Mr./Ms.
____________________________________________________
Signature of Official
Stamp of Address_________________________________________________________________
and Date of Receipt
Collection Centre Number of certificate(s)
enclosed _____________ Certificate Number(s)
_____________ Total number of share(s)
enclosed ____________________________________________ Note : All future
correspondence, if any should be addressed to Registrar to the Offer at the
address mentioned behind in this form. The documents referred to above should be
sent to any of the collection centres mentioned overleaf. I/We note and understand
that the Shares would lie in the Escrow Account until the time the Acquirer
(including PACs) makes payment of purchase consideration as mentioned in the
Letter of Offer. For
NRIs/OCBs/FIIs/Foreign Shareholders
: I/We have enclosed the
following documents : � Reserve Bank of India clearance
for acquisition and sale of shares � No Objection Certificate
� Tax Clearance Certificate under
Income-Tax Act, 1961. I/We confirm that the equity
shares of VMC Software Ltd, which
are being tendered herewith by me/us under the Offer, are free from liens,
charges and encumbrances of any kind whatsoever. I/We authorise the Acquirer
(including PACs) to accept the shares so offered which it may decide to accept
in consultation with the Registrar to the Offer and in terms of the Letter of
Offer and I/We further authorise the Acquirer (including PACs) to return to
me/us, equity share certificate(s) in respect of which the offer is not found
valid/not accepted, specifying the reasons thereof. I/We authorise the Acquirer
(including PACs) or the Registrar to the Offer to send by registered post (under
UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the amount to
the sole/first holder at the address mentioned below: Yours
faithfully, Signed and
Delivered:
Note : In case of joint
holdings, all holders must sign. A
corporation must affix its common seal. Address of First/Sole
Shareholder
_______________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ Place :
Date: So as to avoid fraudulent
encashment in transit, shareholder(s) may provide details of bank account of the
first / sole shareholder and the consideration cheque or demand draft will be
drawn accordingly.
Business Hours
: Mondays to Friday : 11.00 a.m. to 4.00
p.m. Holidays
: Saturdays, Sundays and
Bank Holidays All queries in this regard
to be addressed to the Registrar to the Offer at the following address quoting your
Folio No.
Sharex (India) Pvt. Ltd (Unit � VMC SOFTWARE
LIMITED)
17/B, Dena Bank Building Horniman Circle, Fort Mumbai � 400
001 Tel. No (022) 2702485 /2641376 Fax No.: (022)
2641349 e-mail :
sharexindia@vsnl.com |
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