Updated as on January 28, 2002

 

FORMAT OF PUBLIC ANNOUNCEMENT

 

 

Public Announcement to the Shareholders of (Target Company)

 

This Public Announcement is being issued by (Manager to the Offer), on behalf of (Acquirer (s)) pursuant to Regulation (10,11(1),11(2) or 12 as the case may be ) and as required under the Securities And Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 [SEBI (SAST) Regulations 1997] and subsequent amendments thereto.

 

 

The offer

a)    Name of acquirer and also Persons acting in concert with acquirer (PAC) for the purpose of the offer.

b)    Details of the acquisition proposed to be made by way of MOU or market purchases  before the Public Announcement  viz mode of acquisition , date in case of agreement/MOU,  no & % of shares (fully paid up / partly paid up shares) of target company proposed to be acquired , acquisition price for fully paid up shares / partly paid up shares , group to which seller belong to (i.e. whether promoter), mode of payment of consideration  etc.

c)     No and % of shares proposed to be acquired from the existing shareholders through the open offer  and  the offer price for fully paid-up/partly paid-up shares. Minimum level of acceptance ( no & % of shares) a lower price for the minimum  acceptance of 20% , if any, in case of conditional offer.

d)    Indicate  whether the shares of Target company are frequently or infrequently traded as per Regulations. Disclose the highest and the average price paid by the acquirer or PAC with him for said acquisition , if any  of the shares of Target company acquired by him during the 12 months period prior to date of Public Announcement  Also justify the offer price in terms of regulations.

e)    Disclose share holding, if any ,of the acquirer/ PAC  in the Target company as on date of Public Announcement If the acquirers do not hold any shares, a statement to this effect shall be mentioned.

f)      In case, it is a competitive bid, whether the same is as per sub regulation (1) & (3) of regulation 25 and state so  by giving details of the original bid viz. name of Original bidder,  No & % of shares proposed to be acquired by the Original bidder, the offer price, the dates and names of newspapers in which that Public Announcement appeared..

 

Information about Acquirer(s) and Person acting in concert with him

 

a)    Name , address of Acquirer and PAC

b)    In case acquirer(s)  is a company (ies), name of its promoters and/ or persons having control over it as the case may be, and  the group to which they belong to.

 

c)     In case, acquirer is a company, disclose the latest financial data including ratios viz. return on networth, Book value, EPS , PE multiple only if listed. ( based on audited accounts). Also disclose whether it is a listed, if yes, disclose names of SEs where shares are listed.

d)    In case acquirer is individual, his net worth as on a particular date, duly certified by a Chartered Accountant ( membership no. and address of CA)

e)    Relation, if any,  between the acquirer and Person acting in concert with it.

f)      Line of business and experience.

 

Information about the Target Company

 

a)    Name of the Target company , recent name changes, if any,  date of incorporation, Address of regd office.

b)    Total paid up capital of Target Company as on Public Announcement ( Fully paid up and partly paid up shares separately). If there are no partly paid up shares, a  specific statement to this effect shall be incorporated. If yes, disclose as to whether partly paid shares carry voting rights

c)     Line of business

d)    SEs where shares of Target Company are listed.

e)    Brief Financials of  Target Company for the latest year ( based on audited accounts)

 

Reasons for the Acquisition and offer and future plan about Target Company, if any.

 

a)    Indicate the reason for the acquisition from the following options , as the case may be:

i.       Consolidation of holdings

ii.      Substantial acquisition of shares or voting rights without change in control or management.

iii.    Substantial acquisition of shares or voting rights accompanied with change in control/ management

iv.    Change in control or management without  any substantial acquisition of shares or Voting rights.

v.     Rehabilitation of Target company

 

b)    State clearly the Object and purpose of acquisition  and give disclosures about the acquirer’s intention regarding disposal of or otherwise encumbrance of any assets of Target Company in succeeding two years except in ordinary course of business of the target company.

 

c)     If Acquirer has any future plan about Target company , the same shall be specified and also as to how acquirer proposes to implement such future plans.

 

 

Statutory Approvals/ other approvals required for the offer

 

a)    State all the Statutory approvals which are required for the purpose of acquisition of shares under the offer and also the status of the applications made in that regard as on Public Announcement

 

b)    Incorporate a  specific statement that no other statutory approvals other than the one mentioned above are required for this purpose.

 

c)     Disclose that in case of non receipt of statutory approvals within time, SEBI has a power to grant extension of time to acquirer for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI. (Regulation 22(12))

 

d)    Indicate the approval, if any, required from FIs/Banks for the said offer.

 

Option to the acquirer in terms of Regulation 21(3)

Indicate clearly which of the options given in Regulation 21(3), shall be exercised by the acquirer in case the public share holding falls to 10% or less, after the offer. [1]In case, acquirer intends to exercise the delisting option provided in the Regulations, give all relevant disclosure about the subsequent offer and also about availability of exit option for six months,  as per the undertaking, to be furnished to SEBI by the acquirer,  as per the format given in Annexure II of standard letter of offer.

 

 

Financial Arrangements

a)    Incorporate a statement that acquirer has adequate resources to meet the financial requirements of the offer in terms of reg. 16(xiv) and give details regarding the sources of the funds whether domestic i.e from banks , FIs or Foreign i.e from NRIs or otherwise.

b)    Indicate the total fund requirement for the offer, details of the escrow account, amount deposited by way of cash , bank guarantee, securities as the case may be, tenure of the guarantee, name and address of the bank, details of securities etc..

c)     Indicate that MB has been duly authorised by acquirer to realize the value of escrow account in terms of regulations.

d)    Incorporate a confirmation from the MB that the firm arrangements for funds and money for payment through verifiable means are in place to fulfill the offer obligations.

 

Other terms of the  offer

a)    In case, it is a conditional offer, state clearly the conditions mainly the minimum level of acceptance. [2]Further in case 50% deposit has been made in escrow then indicate the implication of this on the offer.

 

c)     State that Letter of offer shall be mailed to all shareholders ([3]except the acquirers, the persons acting in concert with acquirers and parties to agreements, if applicable)  whose names appear in register of Target Company as on specified date. 

 

d)    Indicate that all the shareholders (except the acquirers, the persons acting in concert with acquirers and parties to agreements, if applicable) who own the shares of Target Company anytime before the closure of the offer are eligible to participate in the offer. Specify the procedure for applying in the offer. For shareholders who will not receive the Letter Of Offer, clearly specify the details to be given on plain paper and also the documents to be forwarded.  In case the shares are in demat form, specify the details such as DP name, DP ID No, Beneficiary account No etc and  also relevant instructions including that the shareholders should ensure to credit their shares in favour of depository account before the closure of the offer.

 

e)    Shareholders' attention may be invited to the fact that the letter of offer alongwith form of acceptance would also be available at SEBI's web site http://www.sebi.gov.in/ and downloading the form of acceptance from the web site for applying in the offer is one of the alternatives available to them.

 

f)      In case the Registrar to offer is not finalized at the time of Public Announcement, shareholders should be  asked to send it to Manager to the offer.

 

g)    Incorporate a  statement that no indemnity is required from unregistered shareholders

 

h)     Incorporate specific details as to how basis of acceptance will be done and also state that rejected documents will be sent by Regd post.

 

i)       Give schedule of the activities pertaining to the offer as per table given below. [4]Disclose the day along with the dates in the activity schedule i.e. January 1, 2002(Tuesday). [5]While complying with Regulation 22 (4) and 22(5) ensure that the date of opening and closing of the offer do not fall on a Sunday or a holiday.

Activity	[6]Day and Date
Specified date
Letter Of Offer to be posted to shareholders
Date of opening of the offer
Date of closing of the offer
[7]Last date for a competitive bid
[8]Last date for revising the offer price/ number of shares
Date of communicating rejection/ acceptance and payment of consideration for applications accepted

 

General

 

a)    [9]Disclose the following in bold “ Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public announcement / Letter of offer, can not withdraw the same “

 

b)    Incorporate a statement that acquirer can revise the price upwards up to 7 working days prior to closure of the offer and revision, if any,  in the offer price would appear in the same news papers where Public Announcement has appeared and same price would be paid to al shareholders who tender their shares in the offer.

b)    [10]Disclose the following in bold “ If there is competitive bid :

-        The public offers under all the subsisting bids shall close on the same date.

-        As the offer price can not be revised during 7 working days prior to the closing date of the offers / bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance  accordingly”

c)     Any other details pertaining to the offer or acquisition prior to offer , which is considered relevant for the shareholders’ point of view.

d)    [11]Confirm and disclose as to whether or not any of the acquirers, sellers or the Target Company has been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act

e)    [12]Incorporate a statement that Public Announcement would also be available on the SEBI web-site at http://www.sebi.gov.in/

f)      Name and address, telephone, [13]email address and contact person of Manager to the offer and Registrar to the offer , if any.

g)    Incorporate a statement that Public Announcement is issued on behalf of acquirer(s) by the Manager to the offer.

h)     Give name and address of acquirer and incorporate a responsibility statement by acquirer(s) i.e “ Acquirer and PAC with him ( Directors in case acquirer is a company) accept the responsibility for the information contained in the Public Announcement and also for the obligations of acquirers laid down in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997” and subsequent amendments made thereof.

 

******

 

NOTE

 

§       The Merchant Bankers (MBs) are advised to incorporate the lay out and  ensure that all the details mentioned herein are given in the Public Announcement of the offer made in accordance with Regulation 16 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.   However MB/ acquirer is free to  add any other disclosure(s) which in his opinion is material for shareholders provided such disclosure(s) is not presented in an incomplete, inaccurate or misleading manner.

 

§       MB should also mention  names and dates of Newspapers where the said Public announcement  would appear, in the letter forwarding  the draft Public announcement(PA) to SEBI.

§       [14]It has been decided to put the public announcements made on or after 1^st November, 2001 in terms of the Regulations and the subsequent corrigendum(s), if any,  on the SEBI web-site to facilitate timely flow of information to the shareholders/ investors. MBs are , therefore, advised to forward a soft copy of the said public announcements and subsequent corrigendum(s), if any, to SEBI in HTML format within 2 days of the same appearing in the newspapers along with the printed copy of the same.    The soft copy shall be sent along with a duly filled in check list as per the format given in Annexure I. This checklist can also be used at the time of sending the soft copy of the Final letter of offer

 

 

[15]Annexure I

 

(To be submitted by outside agency while submitting the softcopy to SEBI)

1.     Soft copy submitted by:

 

2.     Content Title:

 

3.     Whether the Documents are in HTML format?                        YES/NO

 

4.     Whether the tabular data in the HTML format are in order ?         YES/NO/N.A.

 

5.     Whether the Sr. Numbers of paragraph / points are in

order and matches with the printed copy?                                          YES/NO/N.A

 

6.     Whether the alignments of all paragraphs are in order?                    YES/NO

 

7.     Whether all relevant image files, if any are available

in the floppy?                                                                                YES/NO/N.A

 

8.     Whether the contents of the HTML format and Hard copy

of the document have been compared and found

to be in order ?                                                                    YES/NO

 

9.     Whether the letter of confirmation for the point no. 8

has been enclosed?                                                                        YES/NO

 

10. Whether the spacing between lines and paragraphs

is uniform?                                                                            YES/NO

 

11. Remarks, if any :

 

 

Prepared by:                                                  Verified by

Date:

(For office use only)

FOR THE USE OF DIVISION/DEPARTMENT CONCERNED

Date of receipt of floppy:                                                             RNI No: ________

 

Whether the contents of floppy are prima facie in Order: Yes/No

 

 

Secretary                         Officer                                       Division Chief

Date:

------------------------------------------------------------------------------------------------------------

FOR THE USE OF INFORMATION SYSTEMS DIVISION

Date of receipt of floppy:

 

Whether the contents of floppy are prima facie in order: YES/NO

 

Date on which the document is displayed on the SEBI web site:

 

Secretary                         Officer                                       Division Chief

For the use of Department/Division concerned and ISD

The contents on the net were verified and found to be prima facie in order.

ISD Department/Division