MR. SNEHIL SARAF MRS. KAMINI SARAF

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Transcript of MR. SNEHIL SARAF MRS. KAMINI SARAF

Draft Letter of OfferTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer (‘LoF’) is sent to you as a shareholder(s) of Sonpal Cement and Infrastructure Limited (‘Target Company’). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold your shares in the Target Company, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement and Transfer Deed(s) to the Members of Stock Exchange through whom the said sale was effected.
OPEN OFFER by
MR. SNEHIL SARAF and MRS. KAMINI SARAF both are residing at
43, Gunrock Enclave, Kharkana, Secunderabad - 500 009; Tel.: 040-27540719; Fax: 040-40140015.
to acquire upto10,22,400 fully paid up Equity Shares of ` 10/- each, constituting 26% of the paid-up and voting equity share capital of the Target Company (‘Voting Share Capital’)
of SONPAL CEMENT AND INFRASTRUCTURE LIMITED (‘SCIL’ or the ‘Target Company’)
Regd. Off.: 59, Loka Nivas, NGO’s Colony, Subhash Nagar, Nizamabad-503 002 Tel.: 08462 - 240919; Fax: 08462 - 240919; E-mail: sonpalcement@gmail.com
at a price of ` 13/- (Rupees Thirteen only) per fully paid-up share (‘Offer Price’), payable in cash pursuant to
Regulation 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof (‘SEBI (SAST) Regulations, 2011’)
• This Offer is being made by the Acquirers pursuant to Regulation 3(1) & 4 and other applicable provisions of SEBI (SAST) Regulations, 2011 for substantial acquisition of shares and voting rights accompanied with change in control and management of the Target Company.
• This Offer is not conditional upon any minimum level of acceptance in terms of SEBI (SAST) Regulations, 2011.
• As on the date of this Letter of Offer, there are no statutory approval(s) required to acquire fully paid-up equity shares that are validly tendered pursuant to this Open Offer. However, the Open Offer would be subject to all statutory approval(s) as may be required and/or may subsequently become necessary to acquire at any later date but before the completion of the Open Offer.
• If there is any upward revision in the Offer Price/Offer Size at any time up to three (3) working days prior to commencement of the Tendering Period i.e. upto July 23, 2014 in terms of regulation 18(4) the SEBI (SAST) Regulations, 2011, the same would also be informed by way of an announcement in the same newspapers where the Detailed Public Statement (DPS) had appeared. Such revised Offer Price would be payable to all the shareholders, who have validly tendered their shares anytime during the Tendering Period to the extent their shares have been verified and accepted under the Offer, by the Acquirers. If the Offer is withdrawn pursuant to Regulation 23 of the SEBI (SAST) Regulations, 2011, the same would be communicated within two (2) working days by an announcement in the same newspapers in which the DPS had appeared.
• If there is competing offer: The public offers under all the subsisting bids shall open and close on the same date.
• A copy of the Public Announcement (‘PA’), Detailed Public Statement (‘DPS’) and this Letter of Offer (including Form of Acceptance cum Acknowledgment) will be available on the website of Securities and Exchange Board of India (‘SEBI’) at www.sebi.gov.in.
MANAGER TO THE OFFER REGISTRAR TO THE OFFER
ASHIKA CAPITAL LIMITED 1008, 10th Floor, Raheja Centre, 214, Nariman Point, Mumbai - 400 021. Tel: +91-22-66111700; Fax: +91-22-66111710 E-mail: mbd@ashikagroup.com Contact Person: Mr. Narendra Kumar Gamini /
Mr. Niraj Kothari
VENTURE CAPITAL AND CORPORATE INVESTMENTS LIMITED 12-10-167, Bharat Nagar, Hyderabad, 500018. Tel: +91-40-23818475/23818476/23868023 Fax: +91-40-23868024; E-mail: info@vccilindia.com Contact Person: Mr. P.V. Srinivas
The SEBI registration certificate of Venture Capital and Corporate Investments Limited, Registrar to the Offer has expired on May 31, 2014. An application dated February 09, 2014 for grant of certificate of permanent registration was submitted on February 10, 2014 to SEBI, more than three months before its expiry. The approval of SEBI in this regard is awaited.
SCHEDULE OF ACTIVITIES OF THE OFFER IS GIVEN BELOW:
Activities Date Day Public Announcement June 05, 2014 Thursday Publication of Detailed Public Statement June 12, 2014 Thursday Filing of Draft Letter of Offer with SEBI along with soft copies of Public Announcement and Detailed Public Statement
June 19, 2014 Thursday
Last date for a Competing Offer July 03, 2014 Thursday Receipt of comments from SEBI on Draft Letter of Offer July 10, 2014 Thursday Identified Date* July 14, 2014 Monday Date by which the Letter of Offer will be dispatched to the shareholders July 21, 2014 Monday
Last date for upward revision of Offer Price and/or Offer Size July 23, 2014 Wednesday
Last date by which Committee of Independent Directors of the Board of the Target Company shall give its recommendation
July 24, 2014 Thursday
Offer Opening Public Announcement July 25, 2014 Friday Date of commencement of Tendering Period July 28, 2014 Monday Date of Closing of Tendering Period August 11, 2014 Monday Last date of communicating of rejection / acceptance and payment of consideration for accepted shares/return of unaccepted shares
August 27, 2014 Wednesday
*Identified Date is only for the purpose of determining the names of the shareholders as on such date 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 Acquirers: Relating to Transaction: 1. The Share Purchase Agreement is subject to the compliances of provisions of SEBI (SAST)
Regulations, 2011 and in case of non compliances with the provisions of SEBI (SAST) Regulations, 2011 the SPA shall not be acted upon.
Relating to the Offer: 1. In the event that either the regulatory approvals, if any, are not received in a timely manner or there
is any litigation to stay the Offer, or 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. Consequently, the payment of consideration to the public shareholders of Target Company, whose shares have been accepted in the Offer as well as the return of shares not accepted by the Acquirers, may be delayed.
2. 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.
3. The Acquirers will not proceed with the Open Offer in the event statutory approvals, if any required, are refused in terms of regulation 23(1)(a) of SEBI (SAST) Regulations, 2011.
4. The tendered equity shares and documents submitted therewith would be held in trust by the Registrar to the Offer until the process of acceptance of equity shares tendered and payment of consideration to the shareholders is completed. Equity shares cannot be withdrawn once tendered, even if the acceptance of equity shares under the Offer and dispatch of consideration is delayed. The
shareholders will not be able to trade in such equity shares which are in the custody of the Registrar to the Offer.
5. In case of over-subscription in the Offer, as per the SEBI (SAST) Regulations, 2011, acceptance would be determined on proportionate basis and hence there is no certainty that all the shares tendered by the shareholders in the Offer will be accepted.
6. Shareholders who tender the Equity Shares in acceptance of the Offer shall not be entitled to
withdraw such acceptances during the Tendering Period. Relating to the Acquirers: 1. The Acquirers make no assurance with respect to the financial performance of the Target Company.
2. The Acquirers make no assurance with respect to its investment/divestment decisions relating to its
proposed shareholding in the Target Company.
3. The Acquirers cannot provide any assurance with respect to the market price of the Equity Shares of the Target Company before, during or after the Offer and expressly disclaims any responsibility or obligation of any kind (except as required by applicable law) with respect to any decision by any Shareholder on whether to participate or not to participate in the Offer.
4. The information contained in the PA or DPS or LOF or any other advertisement / publications made
in connection with the Open Offer pertaining to the Target Company has been compiled from information published or provided by the Target Company or publicly available sources. The Acquirers do not accept any responsibility with respect to any misstatement by the Target Company in relation to such information.
5. 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.
The risk factors set forth above pertain to the Offer and do not relate to the present or future business or operations of the Target Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Shareholder in the Offer. Each Shareholder of the Target Company is hereby advised to consult with legal, financial, tax, investment or other advisors and consultants of their choosing, if any, for further risks with respect to each such Shareholder’s participation in the Offer and related transfer of Equity Shares of the Target Company to the Acquirers.
TABLE OF CONTENTS 1. ABBREVIATIONS / DEFINITIONS ..................................................................................................... 1
2. DISCLAIMER CLAUSE ....................................................................................................................... 3
3. DETAILS OF THE OFFER .................................................................................................................. 3
3.1 BACKGROUND OF THE OFFER ............................................................................................. 3 3.2 DETAILS OF THE PROPOSED OFFER .................................................................................. 4 3.3 OBJECT OF THE OFFER ......................................................................................................... 5
4. BACKGROUND OF THE ACQUIRERS: ............................................................................................ 6
5. BACKGROUND OF TARGET COMPANY - SONPAL CEMENT AND INFRASTRUCTURE
LIMITED ........................................................................................................................................................ 7
6. OFFER PRICE AND FINANCIAL ARRANGEMENTS ...................................................................... 10
6.1 JUSTIFICATION OF OFFER PRICE ...................................................................................... 10 6.2 DETAILS OF FIRM FINANCIAL ARRANGEMENTS: ............................................................. 11
7. TERMS AND CONDITIONS OF THE OFFER .................................................................................. 12
7.1 OPERATIONAL TERMS AND CONDITIONS ......................................................................... 12 7.2 LOCKED-IN SHARES ............................................................................................................. 13 7.3 ELIGIBILITY FOR ACCEPTING THE OFFER ........................................................................ 13 7.4 STATUTORY APPROVALS .................................................................................................... 13
8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER ............................................ 13
9. DOCUMENTS FOR INSPECTION ................................................................................................... 15
10. DECLARATION BY THE ACQUIRERS ............................................................................................ 16
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1. ABBREVIATIONS / DEFINITIONS
Acquirers Mr. Snehil Saraf & Mrs. Kamini Saraf ASE The Ahmedabad Stock Exchange Limited, Ahmedabad BSE BSE Limited, Mumbai CDSL Central Depository Services (India) Limited Companies Act Companies Act, 1956, as amended or modified from time to time DIN Director Identification Number DP Depository Participant DPS / Detailed Public Statement
Detailed Public Statement relating to the Offer published on June 12, 2014 (Thursday)
Eligible Persons for the Offer All owners (registered or unregistered) of Equity Shares of the Target Company who own the shares at any time before the Closure of the Offer, except the Parties to Share Purchase Agreement
Equity Shares Fully paid-up equity shares of the Target Company of the face value ` 10/- (Rupees Ten only) each
Escrow Bank HDFC Bank Limited
FEMA Foreign Exchange Management Act, 1999, as amended from time to time
FII Foreign Institutional Investor registered with SEBI
Form of Acceptance Form of Acceptance cum Acknowledgement, accompanying with this Letter of Offer
Identified Date July 14, 2014 (Monday) IFSC Indian Financial System Code Income Tax Act Income Tax Act, 1961, as amended from time to time INR / Rs. / ` Indian Rupees, the legal currency of India Letter of Offer / LoF This Letter of Offer Manager / Manager to the Offer Ashika Capital Limited
MICR Magnetic Ink Character Recognition NA Not Applicable NECS National Electronic Clearing System NEFT National Electronic Funds Transfer
Non-Resident Shareholder(s) Persons resident outside India, as defined under FEMA, holding Equity Shares of the Target Company
NRI Non-Resident Indians NSDL National Securities Depositories Limited OCBs Overseas Corporate Bodies
Offering period Period from the date of release of Public Announcement to the date of payment of consideration
Offer/Open Offer The Open Offer made by the Acquirers to the Public Shareholders to acquire upto 10,22,400 Equity Shares, representing 26.00% of the Voting Share Capital of Target Company
Offer Price ` 13 (Rupees Thirteen only) per Equity Share
Offer Size
10,22,400 Equity Shares, constituting 26% of the paid-up and voting equity share capital of the Target Company, as of the 10th working day from the Closure of the Tendering Period, at a price of ` 13/- (Rupees Thirteen only) per equity share, aggregating to ` 1,32,91,300/- (Rupees One Crore Thirty Two Lakhs Ninety One Thousand and Three Hundred only)
PA / Public Announcement Public Announcement of the Offer issued by the Manager to the Offer, on behalf of the Acquirers on June 05, 2014 (Thursday)
Promoters Promoter and Promoter Group of the Sonpal Cement and Infrastructure Limited as per clause 35 of the Listing Agreement entered with Stock Exchanges
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Public Shareholder(s) The equity shareholder(s) of the Target Company except the Promoters
RBI Reserve Bank of India Registrar / Registrar to the Offer Venture Capital and Corporate Investments Limited
RSE Saurashtra Kutch Stock Exchange Limited, Rajkot RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992, as amended or modified from time to time
SEBI (SAST) Regulations / SEBI (SAST) Regulations, 2011
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and subsequent amendments thereof
SEBI (SAST) Regulations 1997
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, and subsequent amendments thereof
Target Company/ SCIL Sonpal Cement and Infrastructure Limited
Tendering Period Period within which Shareholders of Target Company may tender their Equity Shares in acceptance to the Offer, i.e. the period between and including July 28, 2014 (Monday) and August 11, 2014 (Monday)
Voting Share Capital Paid-up Equity Share Capital of the Target Company carrying voting rights as on the date preceding the date of PA
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2. 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 OVERSEEING WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE SHAREHOLDERS OF SONPAL CEMENT AND INFRASTRUCTURE LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE COMPANY WHOSE SHARES AND 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 ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, ASHIKA CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED JUNE 18, 2014 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. 3. DETAILS OF THE OFFER
3.1 BACKGROUND OF THE OFFER
a. This Open Offer (‘Offer’) is being made by Mr. Snehil Saraf and Mrs. Kamini Saraf (hereinafter
collectively referred to as the ‘Acquirers’) to the public shareholders, other than the Parties to the Agreement, of Sonpal Cement and Infrastructure Limited (hereinafter referred to as ‘SCIL’ or the ‘Target Company’), pursuant to and in compliance with Regulation 3(1) & 4 and other applicable provisions of the SEBI (SAST) Regulations, 2011 for substantial acquisition of shares/voting rights accompanied with the change in control and management of the Target Company.
b. The Acquirers have entered into a Share Purchase Agreement ("SPA") on June 05, 2014 (Thursday) with the Seller who is the Promoter / Promoter Group of the Target Company, for acquisition of 17,30,300 fully paid up equity shares of `10/- each ("Sale Shares"), constituting 44.00% of the total paid-up equity share capital of the Target Company at a price of ` 2.30/- (Rupees Two and Thirty Paise only) per fully paid-up equity share ("Negotiated Price"), aggregating to ` 39,79,690/- (Rupees Thirty Nine Lakhs Seventy Nine Thousand Six Hundred and Ninety only) ("Purchase Consideration") payable in cash, as detailed herein below:
Name of Sellers Address of Sellers No. of Shares / Voting
Rights sold
Percentage (%) of Voting Share Capital
Loka Ravinder Reddy 59, Loka Niwas, NGO’s Colony, Subhash Nagar, Nizamabad-503 002.
17,30,300 44.00
c. The details regarding the Shares each of the Acquirers will be acquiring under the SPA is as
follows:
Acquired
Mr. Snehil Saraf 15,38,500 39.18 Mrs. Kamini Saraf 1,91,800 4.88
TOTAL 17,30,300 44.00
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d. The salient features of the SPA dated June 05, 2014 are as under: i. The SPA is subject to the compliances of provisions of SEBI (SAST) Regulations, 2011 and in
case of non compliances with the provisions of SEBI (SAST) Regulations, 2011 this SPA shall not be acted upon.
ii. The Seller is the legal and beneficial owner of 17,30,300 fully paid up Equity Shares of ` 10/- each, constituting 44.00% of the paid-up & voting share capital of the Target Company.
iii. The Seller has agreed to sell to the Acquirers, to the extent of his shareholding in the Target Company and the Acquirers have, relying on the representations and warranties of the Seller and subject to the regulatory approvals, agreed to purchase from the Seller, such Seller’s shareholding in the Target Company.
iv. As a consequence of the sale and purchase of the equity shares of the Target Company, the
Seller shall cease to be the Promoter of the Company and the Acquirers shall become the Promoters of the Company under the provisions of the SEBI (SAST) Regulations, 2011.
v. On the Closing Date, a Board Meeting of the Target Company shall be called, convened and conducted to transact the following business: a. To appoint the nominees of the Acquirers as Additional Directors, if any; b. To take on record the letters of resignation of the directors nominated by the Seller on the
Company’s Board of Directors with effect from the close of such Board Meeting; c. To appoint new Independent Directors as Additional Directors of the Company. d. To approve transfer of Sale shares in the name of the Acquirers.
vi. In the event of any representation being found to be incorrect, the Seller shall indemnify and
shall save, keep harmless and indemnified the Acquirers from and against all actions, proceedings, demands, loss, claims, damages, costs, charges and expenses which the Acquirers may suffer or incur as a result of such incorrect representation.
For some of the above terms more specifically defined in the SPA and other details of the SPA, shareholders of the Target Company may refer the SPA which would be available to them for inspection during the period…