LETTER OF OFFER MANAGER TO THE OFFER REGISTRAR TO THE OFFER CORPORATE PROFESSIONALS CAPITAL PRIVATE LIMITED CIN: U74899DL2000PTC104508 D-28, South Extn., Part-I, New Delhi – 110049 Contact Person: Mr. Manoj Kumar Ph.: 91-11-40622228 Fax: 91-11-40622201 Email:[email protected]SEBI Regn. No: INM000011435 BEETAL Financial & Computer Services Pvt Limited CIN: U67120DL1993PTC052486 BEETAL House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, New Delhi-110062. Contact Person: Mr. Punit Mittal Ph.: 011-29961281/82/83 Fax: 011-29961284 Email: [email protected]SEBI Regn. No.: INR 000000262 Offer Opens On: December 16, 2014,Tuesday Offer Closes On: December 31,2014,Wednesday THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This LoF is sent to you as a shareholder(s) of Sangam Health Care Products Limited. If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Manager / Registrar to the offer. In case you have recently sold your shares in the Company, please hand over this LoF and the accompanying Form of Acceptance cum acknowledgement and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.” OPEN OFFER BY Mr. ADDEPALLI BALA GOPAL, R/o H.No.6-3-596/46,Sunder Sai Plaza Anand Nagar, Khairatabad, Hyderabad, Tel. No. 09441424242 (“Acquirer 1”), Mr. DEVARAKONDA VENKATA SUBRAMANYA SHARMA R/o H.No. 17/333, Mahendra Street, Guntakal, Ananthapur District, Hyderabad, Tel. No. 09246900530 (“Acquirer 2”), Mrs. GHANAKOTA PADMA R/o H.No.6-3-596/46,Sunder Sai Plaza Anand Nagar, Khairathabad, Hyderabad Tel. No. 09441424242 (“Acquirer 3”) AND Mrs. GHANAKOTA RAMANA R/o H.No. 17/333, Mahendra Street, Guntakal, Ananthapur District, Hyderabad, Tel. No. 09885544468 (“Acquirer 4”) (Hereinafter collectively referred to as “Acquirers”) To Acquire upto 3,863,782 (Thirty Eight Lakhs Sixty Three Thousand Seven Hundred and Eighty Two) Equity Shares of face value of Rs. 10/- each representing 26% of the present issued, subscribed and paid up capital Of SANGAM HEALTH CARE PRODUCTS LIMITED Registered Office: 205 & 206, Amarchand Sharma Complex, S.P Road, Secunderabad-500002, Telangana; Tel No.: 040-27719551, 27718252; Fax No.: 040-27718252; Email Id: [email protected]At a price of Rs.0.50/- (Fifty Paisa Only) per fully paid up equity share payable in cash. Pursuant to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations, 2011) and subsequent amendments thereof. 1. This offer is being made by the Acquirers pursuant to regulation 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (SEBI (SAST) Regulations, 2011) for substantial acquisition of shares and voting rights accompanied with change in control and management. 2. The Offer is not subject to any minimum level of acceptance. 3. This Offer is not a Competing Offer. 4. If there is any upward revision in the Offer Price by the Acquirers upto three working days prior to the commencement of the tendering period i.e. upto December 10, 2014, Wednesday or in the case of withdrawal of offer, the same would be informed by way of the Issue Opening Public Announcement in the same newspapers where the original Detailed Public Statement has appeared. Such revision in the Offer Price would be payable by the acquirers for all the shares validly tendered anytime during the offer. 5. If there is competing offer: The public offers under all the subsisting bids shall open and close on the same date. 6. A copy of Public Announcement, Detailed Public Statement, Letter of Offer (including Form of Acceptance cum Acknowledgement) is also available on SEBI’s web-site: www.sebi.gov.in. FOR PROCEDURE FOR ACCEPTANCE OF THIS OPEN OFFER PLEASE REFER SECTION 8 “PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER” (PAGE NO. 21). FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT IS ENCLOSED WITH THIS LETTER OF OFFER. All future correspondence, if any, should be addressed to the Manager / Registrar to the Offer at the following addresses:
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR …€¦ · Email: [email protected] SEBI Regn. No.: INR 000000262 Offer Opens On: December 16, 2014,Tuesday Offer Closes On: December
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Offer Opens On: December 16, 2014,Tuesday Offer Closes On: December 31,2014,Wednesday
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This LoF is sent to you as a shareholder(s) of Sangam Health Care Products Limited. If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Manager / Registrar to the offer. In case you have recently sold your shares in the Company, please hand over this LoF and the accompanying Form of Acceptance cum acknowledgement and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.”
OPEN OFFER BY
Mr. ADDEPALLI BALA GOPAL, R/o H.No.6-3-596/46,Sunder Sai Plaza Anand Nagar, Khairatabad, Hyderabad,
Street, Guntakal, Ananthapur District, Hyderabad, Tel. No. 09885544468 (“Acquirer 4”) (Hereinafter collectively referred to as “Acquirers”)
To Acquire upto 3,863,782 (Thirty Eight Lakhs Sixty Three Thousand Seven Hundred and Eighty Two) Equity
Shares of face value of Rs. 10/- each representing 26% of the present issued, subscribed and paid up capital Of
SANGAM HEALTH CARE PRODUCTS LIMITED
Registered Office: 205 & 206, Amarchand Sharma Complex, S.P Road, Secunderabad-500002, Telangana; Tel No.: 040-27719551, 27718252; Fax No.: 040-27718252; Email Id: [email protected] At a price of Rs.0.50/- (Fifty Paisa Only) per fully paid up equity share payable in cash.
Pursuant to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations, 2011) and subsequent amendments thereof.
1. This offer is being made by the Acquirers pursuant to regulation 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (SEBI (SAST) Regulations, 2011) for substantial acquisition of shares and voting rights accompanied with change in control and management.
2. The Offer is not subject to any minimum level of acceptance. 3. This Offer is not a Competing Offer. 4. If there is any upward revision in the Offer Price by the Acquirers upto three working days prior to the commencement of the
tendering period i.e. upto December 10, 2014, Wednesday or in the case of withdrawal of offer, the same would be informed by way of the Issue Opening Public Announcement in the same newspapers where the original Detailed Public Statement has appeared. Such revision in the Offer Price would be payable by the acquirers for all the shares validly tendered anytime during the offer.
5. If there is competing offer: The public offers under all the subsisting bids shall open and close on the same date.
6. A copy of Public Announcement, Detailed Public Statement, Letter of Offer (including Form of Acceptance cum Acknowledgement) is also available on SEBI’s web-site: www.sebi.gov.in.
FOR PROCEDURE FOR ACCEPTANCE OF THIS OPEN OFFER PLEASE REFER SECTION 8 “PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER” (PAGE NO. 21). FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT IS ENCLOSED WITH THIS LETTER OF OFFER.
All future correspondence, if any, should be addressed to the Manager / Registrar to the Offer at the following addresses:
Public Announcement (PA) Date June 27, 2014, Friday June 27, 2014, Friday
Detailed Public Statement (DPS) Date July 4, 2014, Friday July 4, 2014, Friday
Last date for a competing offer July 25, 2014,Friday July 25, 2014,Friday
Identified Date* August 8, 2014, Friday December 2, 2014,
Tuesday
Comments on the Offer by a Committee
of Independent Directors constituted by
the BODs of the Target Company
August 21, 2014,
Thursday
December 11, 2014,
Thursday
Date by which LoF will be despatched
to the shareholders
August 21, 2014,
Thursday
December 9, 2014,
Tuesday
Issue Opening PA Date August 25, 2014, Monday December 15, 2014,
Monday
Date of commencement of tendering
period (Offer opening Date)
August 26, 2014, Tuesday December 16, 2014,
Tuesday
Date of expiry of tendering period
(Offer closing Date)
September 9 2014,
Tuesday
December 31, 2014,
Wednesday
Date by which all requirements
including payment of consideration
would be completed
September 23, 2014,
Tuesday
January 14, 2015,
Wednesday
* Identified Date is only for the purpose of determining the names of the shareholders of the Target Company to whom the Letter of Offer would be sent.
RISK FACTORS
Given below are the risks related to the transaction, proposed Offer and those associated with
the Acquirer:
(A) Relating to transaction
The Offer is subject to the compliance of terms and conditions as mentioned in the Share Purchase
Agreement (SPA) dated June 27, 2014. In terms of Regulation 23 (1) of SEBI (SAST) Regulations,
2011, if such Conditions are not satisfactorily complied with, the Offer would stand withdrawn.
The Acquirers make no assurance with respect to the market price of the Shares both during the
Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to
any decision by any Shareholder on whether to participate or not to participate in the Offer.
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(B) Relating to the Offer
1) In the event that either (a) the regulatory approvals are not received in a timely manner (b) there is
any litigation to stay the offer, or (c) SEBI instructs the Acquirers not to proceed with the offer, then
the offer proceeds may be delayed beyond the schedule of activities indicated in this Letter of Offer.
Consequently, the payment of consideration to the public shareholders of SHCPL, whose shares
have been accepted in the offer as well as the return of shares not accepted by the Acquirers, may
be delayed. In case of delay in receipt of any statutory approval, SEBI has the power to grant
extension of time to Acquirers for payment of consideration to the public shareholders of the Target
Company who have accepted the Offer within such period, subject to Acquirers agreeing to pay
interest for the delayed period if directed by SEBI in terms of Regulation 18(11) of the SEBI (SAST)
Regulations, 2011.
2) In the event of over-subscription to the Offer, the acceptance will be on a proportionate basis.
3) The tendered shares and the documents would be held in trust by the Registrar to the Offer until the
completion of Offer formalities. Accordingly, the acquirers make no assurance with respect to any
decision by the shareholders on whether or not to participate in the offer.
4) The Acquirers and the Manager to the Offer accept no responsibility for statements made otherwise
than in the Letter of Offer (LOF)/ Detailed Public Statement (DPS)/Public Announcement(PA) and
anyone placing reliance on any other sources of information (not released by the Acquirers) would
be doing so at his / her / its own risk.
5) Shareholders should note that those who have tendered shares in acceptance of the Open Offer
shall not be entitled to withdraw such acceptance during the tendering period.
(C) Relating to Acquirers
1) The Acquirers make no assurance with respect to the financial performance of the Target Company
and disclaims any responsibility with respect to any decision by the Shareholders on whether or not
to participate in the Offer.
2) The Acquirers make no assurance with respect to its investment/divestment decisions relating to its
proposed shareholding in the Target Company.
The risk factors set forth above, pertain to the Offer and are not in relation to the present or
future business or operations of the Target Company or any other related matters, and are
neither exhaustive nor intended to constitute a complete analysis of the risks involved in
participation or otherwise by a shareholder in the Offer. Shareholders of SHCPL are advised
to consult their stockbrokers or investment consultants, if any, for analysing all the risks with
respect to their participation in the Offer.
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INDEX
Sr.
No.
Subject Page No.
1. Definitions 5
2. Disclaimer Clause 7
3. Details of the Offer 7
4. Background of the Acquirers- Mr. Addepalli Bala Gopal, Mr.
Source- As certified by Mr. Jayant Palnitkar (Membership No. 20851), Partner of Jayant & Sadashiv, Chartered Accountant having office at 404 & 405, Sanatana Eternal, 3-6-108/1, Liberty Road, Himayatnagar, Hyderabad-500029; Tel.:040-66361177 vide certificate dated June 27, 2014. In view of the parameters considered and presented in table above, in the opinion of the Acquirers and Manager to the Offer, the Offer Price of Rs. 0.50/- (Fifty Paisa Only) per share is justified in terms of Regulation 8 of the SEBI (SAST) Regulations, 2011.
6.1.6. There have been no corporate actions in the Target Company warranting adjustment of
relevant price parameters.
6.1.7. In the event of further acquisition of Equity Shares of the Target Company by the Acquirers
during the offer period, whether by subscription or purchase, at a price higher than the Offer
Price, then the Offer Price will be revised upwards to be equal to or more than the highest
price paid for such acquisition in terms of Regulation 8(8) of the SEBI (SAST) Regulations,
2011. However, it shall not be acquiring any equity shares of the Target Company after the
third working day prior to the commencement of the tendering period and until the expiry of the
tendering period.
6.1.8. If the Acquirers acquire equity shares of the Target Company during the period of twenty-six
weeks after the tendering period at a price higher than the Offer Price, then the Acquirers shall
pay the difference between the highest acquisition price and the Offer Price, to all
shareholders whose shares have been accepted in Offer within sixty days from the date of
such acquisition. However, no such difference shall be paid in the event that such acquisition
is made under an open offer under the SEBI (SAST) Regulations, 2011, or pursuant to SEBI
(Delisting of Equity Shares) Regulations, 2009, or open market purchases made in the
ordinary course on the stock exchanges, not being negotiated acquisition of shares of the
Target Company in any form.
6.1.9. As on date there is no revision in Open Offer Price or Open Offer Size. In case of any revision
in the Open Offer Price or Open Offer Size, the Acquirers shall comply with Regulation 18 of
SEBI (SAST) Regulations, 2011 and all the provisions of SEBI (SAST) Regulations, 2011
which are required to be fulfilled for the said revision in the Open Offer Price or Open Offer
Size.
6.1.10. The Acquirers are permitted to revise the Offer Price upward at any time up to 3 working days
prior to the commencement of the tendering period. If there is any such upward revision in the
Offer Price by the Acquirers or in the case of withdrawal of offer, the same would be informed
by way of the Issue Opening Public Announcement in the same newspapers where the
original Detailed Public Statement has appeared. Such revision in the Offer Price would be
payable by the acquirers for all the shares validly tendered anytime during the Offer.
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6.1.11. If there is any revision in the offer price on account of future purchases / competing offers, it
will be done only up to the period prior to three (3) working days before the date of
commencement of the tendering period and would be notified to the shareholders.
6.2. Financial Arrangement
6.2.1. The total fund requirement for the Offer (assuming full acceptances) i.e. for the acquisition
upto 3,863,782 Equity Shares from the public shareholders of the Target Company at an Offer
Price of Rs. 0.50 (Fifty Paisa only) per fully paid up equity share is Rs.19,31,891 (Rupees
Nineteen Lakhs Thirty One Thousand Eight Hundred Ninety One Only) (the “Maximum
Consideration”).
6.2.2. The Acquirers have adequate resources and has made firm financial arrangements for
financing the acquisition of the Equity Shares under the Offer, in terms of Regulation 25(1) of
the SEBI (SAST) Regulations, 2011. The acquisition will be financed through internal
resources.
6.2.3. The Acquirers, the Manager to the Offer and DCB Bank Limited (Formerly known as
Development Credit Bank Limited), a banking corporation incorporated under the Companies
Act, 1956, and having one of its branch offices at 9-1-125/1 Sidharth Plaza ,44, Sarojini Devi
Road, Secunderabad-500003 have entered into an escrow agreement dated June 30, 2014
for the purpose of the Offer in accordance with Regulation 17 of the SEBI (SAST) Regulations,
2011. In terms of the Agreement, the acquirer has opened an Escrow Account bearing name
and style as “CPCPL –SHCPL - OPEN OFFER ESCROW ACCOUNT”, (the “Escrow
Account”) and deposited cash of Rs. 485,000 (Rupees Four Lakhs Eighty Five Thousand
Only) being in excess of 25% of the Maximum Consideration.
6.2.4. The Acquirers have authorized the Manager to the Offer to realize the value of the Escrow
Account in terms of the SEBI (SAST) Regulations, 2011.
6.2.5. Mr. Srinivas Dubakunta, Proprietor of D. Srinivas & Co., Chartered Accountants (Membership
No. 212315) having office at 1-9-181/2, Ramnagar, Hyderabad - 500048, Mobile: 98496
36620, email: [email protected] has vide certificate dated June 27, 2014 certified that
the Acquirers have sufficient resources to meet the fund requirement for the takeover of
Target Company.
6.2.6. Based on the above and in the light of the escrow arrangement, the Manager to the Offer is
satisfied that firm arrangements have been put in place by the Acquirers to fulfill the Acquirer’s
obligations through verifiable means in relation to the Offer in accordance with the
Regulations.
7. TERMS AND CONDITIONS OF THE OFFER
7.1. Operational terms and conditions
7.1.1. The Offer is not subject to any minimum level of acceptances from shareholders.
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7.1.2. LoF will be dispatched to all the equity shareholders of SHCPL, whose names appear in its
Register of Members on December 2, 2014, Tuesday, the Identified Date.
7.1.3. The Offer is subject to the terms and conditions set out in this Letter of Offer, the Form of
Acceptance, the PA, the DPS and any other Public Announcements that may be issued with
respect to the Offer.
7.1.4. The LoF alongwith the Form of Acceptance cum acknowledgement would also be available at
SEBI’s website, www.sebi.gov.in, and shareholders can also apply by downloading such
forms from the website.
7.1.5. This Offer is subject to the receipt of the statutory and other approvals as mentioned in
paragraph 7.4. of this LOF. In terms of Regulation 23(1) of the Regulations, if the statutory
approvals are refused, the Offer would stand withdrawn.
7.1.6. Accidental omission to dispatch this Letter of Offer to any member entitled to this Open Offer
or non-receipt of this Letter of Offer by any member entitled to this Open Offer shall not
invalidate the Open Offer in any manner whatsoever.
7.1.7. 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).
7.1.8. Any equity shares that are subject matter of litigation or are held in abeyance due to pending
court cases/attachment orders/ restriction from other statutory authorities wherein the
shareholder may be precluded from transferring the equity shares during pendency of the said
litigation are liable to be rejected if directions/orders regarding these equity shares are not
received together with the equity shares tendered under the Offer.
7.2. Locked in shares: There are no locked in shares in the Target Company.
7.3. Persons eligible to participate in the Offer
Registered shareholders of SHCPL and unregistered shareholders who own the Equity Shares of
SHCPL any time prior to the Closure of Offer, including the beneficial owners of the shares held in
dematerialised form, except the parties to Share Purchase Agreement dated June 27, 2014.
7.4. Statutory and other Approvals:
7.4.1. Shareholder of the Target Company who are either Non–Resident Indians (“NRIs”) or
Overseas Corporate Bodies (OCBs) and wish to tender their Equity Shares in this Open Offer
shall be required to submit all the applicable approvals (specific and general) from the
Reserve Bank of India (RBI) that they have obtained at the time of their acquisition of the
Equity Shares of the Target Company. In the event such approvals from the RBI are not
submitted, the Acquirers reserve the sole right to reject the Equity Shares tendered by such
shareholders in the Open Offer. This Open Offer is subject to receipt of the requisite RBI
approvals, if any, for acquisition of Equity Shares by the Acquirers from NRIs and OCBs.