Takeover Panorama August 2014

Takeover

Panorama

A Monthly Newsletter by Corporate Professionals

Year VIII-Vol VII

August Edition

2

Legal Update

SAT order in the matter of M/s. Splash Media & Infra Limited

SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok

Virat Shah and Mr. Rajan Sevantilal Shah

SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi

Kumar and others

SAT order in the matter of M/s. GHCL Limited, Mr. Bhuwneshwar

Mishra and Mr. Sanjay Dalmia and others

Consent Order in the matter of M/s. Talbros Engineering Limited

Consent Order in the matter of M/s. ABM International Limited

Consent order in the matter of M/s. Suryakrupa Finance Limited

Consent order in the matter of M/s. Quasar India Limited

Consent order in the matter of M/s. Corporate Courier and Cargo

Limited

Adjudicating Officer/WTM Orders

3

Hint of the Month

12

Latest Open Offers

15

Regular Section

Battle for Mangalore Chemicals & Fertilizers Limited

16

Market Update

20

Our Team

21

Insight

3

The Hon’ble Tribunal set

aside the order passed by

SEBI and restore the

matter for fresh decision

on merits.

SAT order in the matter of M/s. Splash Media & Infra Limited

Facts: M/s Splash Media and Infra Limited (“Appellant”) had

failed to make disclosures as required under Regulation

6(2), 6(4), 7(3) and 8(3) of SEBI (SAST) Regulations, 1997.

Accordingly, Adjudicating Officer (AO) imposed the

composite penalty of Rs.15,00,000 for the aforesaid

violations on the Appellant. Being aggrieved by the order of

AO, the Appellant has filed the appeal before Hon‟ble

Tribunal and contended that SEBI has not considered various submissions made by the

Appellant.

Issues: Whether the penalty imposed by the SEBI is justified?

Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble

Tribunal held that failure to make disclosure under each regulation constitutes independent

offence attracting independent penalty, in the facts of present case, where there are multiple

offences it would be just and proper to impose penalty for each offence independently

depending upon the delay or default in making disclosures which are mandatory. Accordingly

SAT set aside the order passed by SEBI and restore the matter for fresh decision on merits and

in accordance with law after considering the submissions made by Appellant.

SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok Virat

Shah and Mr. Rajan Sevantilal Shah

Facts: Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah

(“Appellants”) had failed to make disclosures required under Regulation 7(1) read with

Regulation 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 29(2) and 29(3) of SEBI

LEGAL

UPDATES

4

The Hon’ble Tribunal held that

delay of repetitive nature

cannot be considered in a

lenient manner and

accordingly dismissed the

appeal filed by the appellants.


penalties imposed on the

appellants are justified and

not unreasonable considering

the nature of violation.

(SAST) Regulations, 2011. Accordingly SEBI imposed a composite penalty of Rs.5,00,000 for

the aforesaid violations on the Appellants. Being aggrieved by the direction of SEBI, the

Appellants had filed the appeal before Hon‟ble Tribunal and contended that:

Delay in making disclosures is only of two days

in one transaction and 6days delay in another

transaction which was of marginal nature and

there were no malafide intentions behind the

delay.

Due to delay in making disclosures, neither the

appellants have made any unfair gain nor any

loss caused to any investors due to non-

disclosure.

Shares of the company were suspended from trading during the period from January 6,

1997 to February 16, 2012 on the Stock Exchanges.


Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble

Tribunal held that since default was repetitive in nature and delay in respect of second

transaction being more than the delay in the first transaction it is evident that the appellants

instead of being more careful after the first default, they were more carefree. Accordingly,

Hon‟ble Tribunal dismissed the appeal filed by Appellants.

SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi

Kumar and others

Facts:

Mr. Polsani Ravinder Rao (“Appellant 1”), Promoter,

Director and Compliance Officer of Arunjyoti Enterprises

(“Company”)failed to make disclosures required under

Regulation 13(4) read with Regulation 13(5) of SEBI

(PIT) Regulations, 1992, accordingly SEBI imposed a

penalty of Rs.10,00,000 for the aforesaid violations on

Appellant 1.

5

Mr. Ramana Boina Shankar(“Appellant 3”), Ms. Lakshmi Rajan(“Appellant 4”), Mr. Sreeram V.

Mangalapalli (“Appellant 6”), Ms. Ramana Bharati (“Appellant 7”) and Mr. ARS Rajan (“Appellant

8”), promoters of the Company failed to make disclosures required under Regulation 13(4A)

read with Regulation 13(5) of SEBI (PIT) Regulation, 1992 and accordingly SEBI imposed a

penalty of Rs. 5,00,000 for the aforesaid violations on each of Appellant 3, Appellant 4,

Appellant6, Appellant 7 and Appellant8.

Mr. PV Ravi Kumar (“Appellant 2”), Mrs. P Leela Madhuri Devi (“Appellant 5”) and P Suresh

Gandhi (“Appellant 9”), public shareholders of the Company have failed to make disclosures

under Regulations 7(1) and 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 13(5) of

SEBI (PIT) Regulation, 1992, accordingly SEBI imposed penalty of Rs. 4,00,000 on Appellant

2 and Appellant 5 and penalty of Rs. 3,00,000 on Appellant 9.

Being aggrieved by the order of SEBI, the appellants have filed the present appeal and following

submissions were made:

The violations have been committed due to total ignorance of law. Therefore, the

respondent should not have imposed such high penalties for the said admitted violations

which occasioned only due to inadvertence.

All the appellants including Promoter, Director, Compliance Officer and Public

Shareholder should be treated at par in the matter of imposition of penalty and there

should be no discrimination in this regard.

In reply to the contentions made by the appellants, SEBI submitted that penalties in question

have been imposed on the appellants duly taking into consideration degree and nature of

violation committed by them as also their respective position in the company. Similarly, an

appellant who has committed violation twice has been imposed slightly more monetary penalty

as compared to the others.

Issues: Whether the penalty imposed by the SEBI on the appellants is justified?

Decision: After taking into consideration all the facts and circumstances of the case and

submissions made by both the parties, the Hon‟ble Tribunal held that penalties imposed on the

appellants are justified and not unreasonable considering the nature of violation, accordingly

dismissed the case with no order to the cost.

6


well considered decision to

include huge number of shares

of third parties by the promoters

of the company into their shares

under clause 35 is a very serious

matter and cannot be pardoned.

Accordingly, the appeal was

dismissed.

SAT order in the matter of M/s GHCL Limited, Mr. Bhuwneshwar

Mishra and Mr. Sanjay Dalmia and others

Facts: On October 25, 2013, SEBI imposed penalties

ranging between Rs. 7 Lacs to 50 Lacs on M/s GHCL

Limited (Appellant 1), Mr. Bhuwneshwar Mishra

(Appellant 2), Mr. Sanjay Dalmia (Appellant 3) for

violation of Regulation 3(a), (b), (c), (d), 4(1) and

4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with

Sections 12A(a), (b) and (c) of SEBI Act, 1992 and M/s

Carissa Investment Pvt. Ltd. (Appellant 4), M/s Dear

Investment Pvt. Ltd. (Appellant 5), M/s Dalmia Housing

Finance Ltd. (Appellant 6), M/s Ilac Investments Pvt.

Ltd. (Appellant 7), M/s Lovely Investment Pvt. Ltd. (Appellant 8), M/s Antarctica Investment Pvt.

Ltd. (Appellant 9), M/s Comosum Investment Pvt. Ltd. (Appellant 10), M/s Alter Investment Pvt.

Ltd (Appellant 11)., M/s Anurag Trading Leasing & Investment Pvt. Ltd (Appellant 12), M/s

Archana Trading Leasing & Investment Pvt. Ltd. (Appellant 13) for violation of Regulation 3(a),

(b), (c), (d), 4(1) and 4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with Sections 12A(a), (b)

and (c) of SEBI Act, 1992 and Regulation 7(1A) and 8(2) of SEBI (SAST) Regulations, 1997.

Being aggrieved by the order of SEBI, all the appellants had filed the appeal before Hon‟ble

Tribunal and contended that:

Contention made on behalf of Appellants

The company informed all the Stock Exchanges whatsoever data / information was

received by it from the promoters about the shareholding pattern as a conduit only.

Existing proforma prescribed by Clause 35 of the Listing Agreement did not talk of inclusion

of shares which could be held by third parties / outsiders on behalf of the promoters.

Because of such an ambiguity in law various legal opinions were sought by the

management of the appellant company and such opinions were in favour of inclusion of

such independent shares held by third parties into the shares of the promoters. Therefore,

no fault could be found with the appellants in reporting the shareholding pattern for eight

quarters in the years 2007-2008.

7

On February 3, 2009 SEBI amended Regulation 8A of the SEBI (SAST) Regulations, 1997

as a result of which the promoters of a company were required to disclose to the Company

in the prescribed format, interalia, the details of their shareholding in the Company and

separately disclose details of shares placed by them to third parties or otherwise

encumbered.

The company once again addressed a letter dated April 9, 2009 to all the stock exchanges

giving a summary sheet of all previous shareholding patterns filed from March 31, 2007 to

December 31, 2008 as well as the summary sheet of revised shareholding patterns for the

same period under the amended law.


Decision: After going through the Cl. 35 read with detailed format, the Hon‟ble Tribunal held

that the law only requires promoters to mention their own shareholding which they are holding

on their own right and there is no scope for inclusion of any third party shares therein. However,

an inadvertent, unintentional, minor and venial wrong reporting under clause 35 of the Listing

Agreement is one thing; and a conscious and well considered decision to include huge number

of shares of third parties by the promoters of the company into their shares knowing fully well

that the third parties„ shares do not belong to the promoters for reflecting the same in the

shareholding pattern of the promoters to the Stock Exchanges under clause 35 is a very serious

matter and cannot be pardoned. Accordingly, the Hon‟ble Tribunal dismissed the appeal.

Consent order in the matter of M/s. Talbros Engineering Limited

M/s Talbros Engineering Limited (“Applicant”) had delayed by 46 days, 29 days and 45 days in

complying with the provisions of Regulation 8(3) of SEBI (SAST) Regulations, 1997 for the year

1998, 2000 and 2001 respectively. Therefore the Applicant had voluntary filed the consent

application for the settlement of above non compliances and proposed to pay a sum of Rs

2,00,000 towards settlement charges. The terms as proposed by the Applicant were placed

before High Powered Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI

settle the above non compliances and disposes of said proceedings against the Applicant.

8

Consent order in the matter of M/s. ABM International Limited

M/s ABM International Limited (Applicant) has voluntarily filed the consent application in respect

of delay of 5018 and 168 days in filing the requisite disclosure under Regulation 8(3) of SEBI

(SAST) Regulation, 1997 for the years 1998 and 1999 respectively. It was also submitted by the

Applicant that there was no change in control of the applicant Company.

The applicant proposed to settle the above non-compliances on the payment of Rs. 2,00,000

towards settlement charges. The terms as proposed by the applicant were placed before High

Power Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the

above non compliances.

Consent order in the matter of M/s. Suryakrupa Finance Ltd.

M/s Suryakrupa Finance Ltd. (“Applicant”) has voluntarily filed the consent application in respect

of delay of 5007 days, 4642 days, 4277 days, 3912 days, 3547 days, 3182 days, 2452 days,

2087 days, 1722 days, 1357 days, 992 days and 262 days in filing the requisite disclosure

under 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 to 2011respectively. It was also

submitted by the Applicant that there has been no change in the shareholding of promoters

during the period of noncompliance and the company has share capital of less than Rs. 10

crores.





Consent order in the matter of M/s. Quasar India Ltd.

M/s Quasar India Ltd. (“Applicant”) has voluntarily filed the consent application in respect of

delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI (SAST) Regulation, 1997 for the

years 1998 to 2011.



9

Power Advisory Committee (HPAC) which recommend to give final opportunity to Applicant to

raise the settlement amount to 6,20,625and on the recommendation of HPAC, SEBI settle the


Consent order in the matter of M/s. Corporate Courier and Cargo Ltd.

M/s Corporate Courier and Cargo Ltd. (“Applicant”) has voluntarily filed the consent application

in respect of delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI (SAST) Regulation,

1997 for the years 1997 to 2011.

The applicant proposed to settle the above non-complianceson the payment of Rs. 6,43,125




Adjudicating/WTM orders

Target Company Noticee Regulations Penalty

Imposed/

Decision Taken

M/s Arunjyoti

Enterprises Limited

Ms. Rajul Premal Doshi Regulation 29(1) read with

29(3) of SEBI (SAST)

Regulations,2011 and

Regulation 13(1) read with

13(5) of SEBI (PIT)

Regulations, 1992

Rs. 4,00,000

M/s Kanel Oil and

Exports Industries

Limited

Mr. Kirtibhai Chhaganbhai

Patel, Mr. Aditya Yogeshbhai

Patel, M/s. Kyati Realties

Limited, M/s. Khyati

Multimedia Entertainment

Limited, Kartikbhai J Patel

HUF, Mr. Kamalkant R Rao,

Mr. Radheshyam R Lodh

Regulation 29(1) and 29(2)

read with Regulation 29(3) of

the SEBI (SAST)

Regulations, 2011 and

Regulation 13(2) of the SEBI

(PIT) Regulations, 1992.

Rs. 8,00,000

on the violation

of SEBI (SAST)

Regulations,

2011 and Rs.

10,00,000 on

the violation of

SEBI (PIT)

10

Regulations,

1992.

M/s Count N Denier

(India) Limited

Mr. Anil B Agarwal Regulation 30(2) read with

30(3) of the SEBI (SAST)

Regulations, 2011

Rs. 2,00,000

M/s Looks Health

Services Limited

Mr. Dipak Kalyanji Tanna Regulation 29(2) read with

29(3) of the SEBI (SAST)

Regulations, 2011 and


13(5) of the SEBI (PIT)

Regulation, 1992

Rs. 4,00,000

M/s GulabImpex

Enterprises Limited

M/s. GulabImpex Enterprises

Limited

Regulation 8(3) of SEBI

(SAST) Regulations,1997

Rs. 9,00,000

M/s Mahan Eximp

Limited

M/s. Mahan Eximp Limited



Rs. 8,00,000

M/s Supriya Leasing

Limited

M/s. Supriya Leasing Limited Regulation 8(3) of SEBI


Rs. 8,00,000

M/s Shree Bhawani

Paper Mills Limited

M/s Shree Bhawani Paper

Mills Limited



Rs. 25,000

M/s Shree Bhawani

Paper Mills Ltd.

Mr. Badri Vishal Tandon Regulation 7(1A) read

with 7(2) of SEBI (SAST)

Regulations,1997

Rs. 2,00,000

M/s Shree Bhawani

Paper Mills Ltd.

Mr. Akshat Tandon, Ms.

Neera Tandon and others

Regulation 3(3) and 3(4) of

the SEBI (SAST) Regulation,

1997

Rs. 68,00,000

M/s AkshOptifibre

Limited

Dr. Kailash S. Choudhari, Mrs.

Seema Choudhari and others

Regulation 7(1A) read with

7(2) of SEBI (SAST)

Regulation,1997

Rs. 15,00,000

11

M/s Rajlaxmi

Industries Limited

Ms. Binna N Parikh, Ms. Bela

Mehta, Mr. KailashMakharia,

Ms. RenuGautamHarlalka, Ms.

Asha V Harlalka, Mr. Manish V

Harlalka, Mr. Gautam V

Harlalka, and Mr. Vinod Kumar

Harlalka


7(2), 8(1) and 8(2) of SEBI

(SAST) Regulations, 1997

and Regulation 30(2) read

with 30(3) of the Takeover

Regulations, 2011

Rs. 62,50,000

M/s Yamini

Investments

Company Limited

M/s. Yamini Investments

Company Limited, Mr. Munjal

M. Jayakrishna, Ms. Devyani

Rajesh Jayakrishna, Ms.

Padma Jayakrishna, Mr.

Gokul M. Jayakrishna, Ms.

Shivani R. Jayakrishna, Mr.

Rajesh Jayakrishna and Mr.

Narayan Jha


Regulation 7(2) of the SEBI

(SAST) Regulations, 1997,


Regulation 29(3),


30(3) of SEBI (SAST)

Regulations, 2011

and Regulation 13(3) and

13(4A) read with Regulation

13(5) of SEBI (PIT)

Regulations, 1992

Rs. 40,50,000

M/s W W Technology

Holdings Limited

Ms. Sarita Mansingka,

Mr. Prashant Deorah,

Mr. Anil Patodia,

Ms. Poonam Patodia,

Mr. Kishorilal Patodia,

Mr. Abhijeet Patodia

Mr.Divansh Mansingka


7(2), Regulation 11(1) of

SEBI (SAST) Regulations,

1997.

Rs. 14,00,000

for the violation

of Regulation

7(1A) read with

7(2)of SEBI

(SAST)

Regulations,

1997 and Rs.

50,00,000 on

the violation of

Regulation

11(1) of SEBI

(SAST)

Regulations,

12

HINT OF THE MONTH

1997.

M/s Innoventive

Venture Limited

(Formerly Known as

Platinum Ocean

Energy Limited)

M/s. Innoventive Venture

Limited (Formerly Known as

Platinum Ocean Energy

Limited)



Rs. 2,00,000

If there is a competitive offer, the acquirer who has made the original public announcement

can revise the terms of his open offer provided the revised terms are favorable to the

shareholders of the target company. Further, the bidders are entitled to make revision in the

offer price up to 3 working days prior to the opening of the offer. The schedule of activities

and the offer opening and closing of all competing offers shall be carried out with identical

timelines.

{As substantiated from FAQ of SEBI on SEBI (SAST) Regulations, 2011}

13

Target Company

M/s Prime Focus Limited

Registered Office

Mumbai

Net worth of TC

Rs. 747.43 (31.03.2014)

Listed At

BSE and NSE

Industry of TC

Movies & Entertainment

Acquirer

M/s. Reliance Media

Works Limited along with

Reliance Land Private

Limited, Mr. Namit

Malhotra, Mr. Naresh

Malhotra and Monsoon

Studio Private Limited

(PACs).

Target Company

M/s MPF Systems

Limited

Registered Office

Pune

Net worth of TC

Rs. 44.67 lacs

(31.12.2013)

Listed At

BSE and PSE

Industry of TC

Industrial Machinery

Acquirer-

M/s Royal Nirman

Private Limited

Details of the offer: Offer to acquire 8,84,700

equity shares at a price of Rs. 2/- per fully paid up

equity share payable in cash.

Triggering Event: Share Purchase Agreement

(SPA) for the acquisition of 18,87,697 (55.48%)

Equity Shares and control over Target Company.

Triggering Event: Preferential Allotment of

11,34,61,538 (37.96%) equity shares to the Acquirer

and PAC by the Target Company .

Details of the offer: Offer to acquire 7,77,08,534 equity

shares representing 26% of Equity Shares at a price of

Rs. 52/- per fully paid up equity share payable in cash.

Latest Open

Offers

14

Target Company

M/s Styrolution ABS

(India) Limited

Registered Office

Gujarat

Net worth of TC

NA

Listed At

BSE and NSE

Industry of TC

Specialty Chemicals

Acquirers

M/s Styrolution South

East Asia Pte Ltd

(“Acquirer”) along with

INEOS Styrolution

Holdings Group GmbH

(“PAC1”) and Styrolution

Group GmbH (“PAC2”)

Target Company

M/s Genus Prime Infra

Limited

Registered Office

Muzaffarnagar

Net worth of TC

Rs. 312.51 Lacs

(31.03.2014)

Listed At

BSE

Industry of TC

Comm. Trading &

Distribution

Acquirers

Mr. Rajendra Kumar

Agarwal, Mr. Jitendra

Kumar Agarwal, and

Mr. Amit Agarwal

Details of the offer: Offer to acquire 36,59,110

Equity Share at a price of Rs. 5.50/- per fully paid

up equity share payable in cash.


(SPA) for the acquisition of 94,47,731 (67.13%) Equity

Shares and control over Target Company.

Triggering Event: Acquisition of 100% of the voting

capital of Styrolution Holding GmbH, which indirectly

holds 13,189,218 (75%) shares in the Target Company.

Details of the offer: Offer to acquire 43,96,407 equity

shares at a price of Rs. 499.81/- per fully paid up equity share

payable in cash

15

Target Company

M/s Ambitious

Plastomac

Company Limited

Registered Office

Mumbai

Net worth of TC

Rs. 58.73 Lacs

(31.03.2014)

ListedAt

BSE and ASE

Industry of TC

Comm. Trading &

Distribution

Acquirers and PACs

Mr. Pinkal Patel, Mr.

Monark Patel and

Mrs. Rajvi Patel


(SPA) for the acquisition of 11,48,700 (19.77%) Equity

Shares and control over Target Company.

Details of the offer: Offer to acquire 15,10,600 Equity

Shares at a price of Rs 1.75/- per fully paid up equity share

payable in cash.

16

Regular Section: Battle for Mangalore Chemicals &

Fertilizers Limited

About Mangalore Chemicals & Fertilizers Limited (“MCFL / Target

Company”)

Mangalore Chemicals & Fertilizers Limited was incorporated on July 18, 1966 as a public limited

company under Companies Act,1956 and its shares are listed on BSE Limited (BSE), National

stock Exchange Limited (NSE) and Bangalore Stock Exchange Limited (BgSE). The Target

Company is engaged in the manufacturing and sale of urea, di-ammonium phosphate and

complex fertilizers, ammonium bi-carbonate, sulphonated naphthalene formaldehyde, plant

nutrition products and plant protection chemicals.

First Open Offer

About SCM Soilfert Limited (“Acquirer”)

SCM Soilfert Limited was incorporated on October 10, 2012 under Companies Act, 1956 and

engaged in the business of trading in fertilizers of different grades and related activities. As on

May 1, 2014, SCM holds 29,992,459 shares in the Target Company, representing 25.3% of the

total share capital of the Target Company.

About Deepak Fertilisers And Petrochemicals Corporation Limited

(“DFPCL”)

Deepak Fertilisers Petrochemicals Corporation Limited was incorporated on May 31, 1979 as

Deepak Fertilisers And Petrochemicals Corporation Private Limited under Companies Act, 1956

The name of the PAC was changed on June 14, 1979 from Deepak Fertilisers And

Petrochemicals Corporation Private Limited to Deepak Fertilisers And Petrochemicals

17

Corporation Limited. The shares of company are listed on BSE Limited (“BSE”) and National

Stock Exchange Limited (“NSE”). The Company is engaged in three business segments –

Chemicals, Fertilizers and Realty.

Inter-relation between Acquirer and DFPCL and Target Company

Acquirer is promoted by PAC and is the part of Deepak Fertilisers and Petrochemicals

Corporation Limited (“DFPCL”) Group.

PAC is the holding company of Acquirer and is the flagship company of the DFPCL group.

Competing Offer

About Zuari Fertilisers and Chemicals Limited (“Competing Acquirer”)

Zuari Fertilisers and Chemicals Limited was incorporated on August 11, 2009 under Companies

Act, 1956 and is an unlisted public limited company. It was set up for manufacturing and trading

of organic and inorganic fertilizers and is a part of the Adventz Group. The Adventz Group is

controlled by Mr. Saroj Kumar Poddar, comprises of companies in various verticals with major

interests in agri-business, engineering and infrastructure, emerging lifestyles and services. It

holds 1,94,71,787 (16.43%) equity shares in the Target Company.

About Zuari Agro Chemicals Limited (“ZACL”)

Zuari Agro Chemicals Limited was incorporated as a public limited company on September 10,

2009 under the Companies Act, 1956 and is a part of Adventz Group. The shares of the

Deepak Fertilisers and

Petrochemicals Limited

SCM Soilfert Limited

Wholly owned

subsidiary

Mangalore Chemicals

& Fertilizers Limited 25.30%

18

Company got listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”) on

November 27, 2012.

About United Breweries (Holdings) Limited (“UBHL”)

United Breweries (Holdings) Limited was incorporated as a public limited company on March 23,

1915. The shares of the company are listed on BSE Limited (“BSE”), National Stock Exchange

Limited (“NSE”) and Bangalore Stock Exchange Limited (“BgSE”). It is the flagship holding

company of the UB Group through which the UB Group holds stake in various companies which

comprise the UB Group. It is engaged in the business of exports of alcoholic beverages,

footwear, clothing, lease rentals, property development, dividends from investee companies,

licensing fees, interest and guarantee commissions from investee companies. It holds

1,78,36,068 (15.05%) equity shares in the Target Company.

About Kingfisher Finvest India Limited (“KFIL”)

Kingfisher Finvest India Limited was incorporated as a public limited company on August 20,

1999. It is a part of UB Group and is engaged in investment business as an investment holding

company and to buy, sell, underwrite, invest in, and acquire, hold and dispose-off shares,

debentures, debentures stock, bonds, obligations, and securities issued or guaranteed by the

Central or State Government or any Company, anywhere in India, and to deal with any such

business in any manner. It holds 23,80,000 (2.01%) equity shares in the Target Company.

About McDowell Holdings Limited (“MHL”)

McDowell Holdings Limited was incorporated as a public limited company on March 1, 2004. It

is a part of the UB Group and is an investment holding company, operating in two segments:

Investment and Financial Services. It holds 58,26,828 (4.92%) equity shares in the Target

Company.

Inter-relation between Competing Acquirer and PACs with it

Competing Acquirer and PACs with it belongs to two groups i.e. Adventz Group and UB group

Competitor is wholly owned subsidiary of ZACL and is a part of Adventz Group.

UBHL is a flagship holding company of UB Group and is controlled by Dr. Vijay Mallya.

19

KFIL is a wholly-owned subsidiary of UBHL and is the part of UB Group.

MHL is a part of the UB Group and is promoted by UBHL, KFIL, Mallya Private Limited

and Dr. Vijay Mallya.

Background:

First Open Offer:

As on the date of PA, the Acquirer holds 2,89,91,150 equity shares representing 24.5% of the

voting capital of the Target Company. Further the acquirer proposed to place a purchase order

to acquire upto 20,00,000 fully paid up equity shares representing upto 1.7% of the Voting

Share Capital of the Target Company. Prior to the placement the order the acquirer has made

this open offer to the shareholder of the Target Company for the acquisition of 30,813,939 fully

paid up equity shares constituting 26.0% of the voting share capital of the Target Company. Out

of the shares proposed to be acquired the acquirer was able to acquire 10,01,309 Equity Shares

representing 0.8% of the voting capital of the Target Company.

Competing Offer

As against the original offer, UB Group along with Adventz Group had made an competing offer

for the acquisition of up to 3,08,13,939 equity shares representing 26% of the Voting Share

Capital. The UB Group was not in a position to finance this competing offer and the Advertz

group is willing to finance the competing offer and participate in the management of the Target

Company. Accordingly, Advertz group have decided to act in concert with UB group against the

original offer by launching a competing offer.

Conclusion

Now it has to be seen whether UB group will able to protect its interest in the Target

Company or SCM Soilfert Limited takeover the company from them.

20

Acquisition of VC Backed CRO Karmic Lifesciences by Cliantha

Cliantha Research Limited, an Ahmedabad based global lifesciences company has acquired,

Karmic Lifesciences, Mumbai headquartered contract research organization for an undisclosed

amount. This deal provides an exit to number of VC investors including Mumbai Angels. India

Angel network, Basil Partners who had invested $2.5 Mn in equity funding over multiple rounds.

Acquisition of French Industrial Firm Simonin Group by Sintex

Sintex NP SAS France, wholly owned subsidiary of Sintex Industries has bought out French

industrial company Simonin Group, French based company, headquartered in Beure in the

Doubs Department for INR 1,453 Mn. This deal enhances the company‟s portfolios and

increases its clientele base.

Buys Out Biotech Firm MabPharm by Cipla

Meditab Private Limited, wholly owned subsidiary of Cipla Limited has increased its stake from

25% to100% in Mabpharm Private Limited, a Goa based biotech firm for an undisclosed

amount. With the current deal MabPharm becomes a wholly owned subsidiary of Cipla.

Market

Updates

21

Disclaimer:

This paper is a copyright of Corporate Professionals (India) Pvt. Ltd. The entire contents of this paper

have been developed on the basis of SEBI (Substantial Acquisition of Shares and Takeovers)

Regulations, 1997 and latest prevailing SEBI (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 in India. The author and the company expressly disclaim all and any liability to any

person who has read this paper, or otherwise, in respect of anything, and of consequences of

anything done, or omitted to be done by any such person in reliance upon the contents of this paper.

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Takeover Panorama August 2014

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Transcript of Takeover Panorama August 2014