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LETTER OF OFFER - Securities and Exchange Board of India

LETTER OF OFFER - Securities and Exchange Board of India

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6.11. In accordance with Regulation 27(7) <strong>of</strong> SEBI (SAST) Regulations, 2011, the Manager to the Open<br />

Offer shall file a final report with SEBI within fifteen Working Days from the Closure <strong>of</strong> the Tendering<br />

Period <strong>of</strong> the Open Offer confirming status <strong>of</strong> completion <strong>of</strong> various Open Offer requirements.<br />

6.12. The acceptance <strong>of</strong> the Open Offer is entirely at the discretion <strong>of</strong> the Shareholders <strong>of</strong> the Target<br />

Company. The Acquirer <strong>and</strong> PACs will not be responsible for any loss <strong>of</strong> share certificate(s) <strong>and</strong> Open<br />

Offer acceptance documents during transit <strong>and</strong> the Shareholders <strong>of</strong> the Target Company are advised to<br />

adequately safeguard their interests in this regard.<br />

6.13. Accidental omission to dispatch this Letter <strong>of</strong> Offer to any person to whom this Open Offer has been<br />

made to or non-receipt <strong>of</strong> this Letter <strong>of</strong> Offer by any such person shall not invalidate the Open Offer in<br />

any way.<br />

6.14. The acceptance <strong>of</strong> this Open Offer must be unconditional <strong>and</strong> should be sent with the attached Form <strong>of</strong><br />

Acceptance-cum Acknowledgement duly filled in, signed by the applicant Shareholder(s) which should<br />

be received by the Registrar to the Open Offer at the address mentioned in paragraph 7.4 <strong>of</strong> this Letter<br />

<strong>of</strong> Offer on or before Monday, April 02, 2012. In the event any change or modification is made to Form<br />

<strong>of</strong> Acceptance-cum Acknowledgement or if any condition is inserted therein by the Shareholder, the<br />

Manager, the Acquirer <strong>and</strong> the PACs reserve the right to reject the acceptance <strong>of</strong> the Open Offer by the<br />

Shareholder.<br />

6.15. As <strong>of</strong> December 31, 2011, the Target Company had no Shares which were locked in. (Source: BSE<br />

website)<br />

6.16. Statutory & Other Approvals<br />

6.16.1. As <strong>of</strong> the date <strong>of</strong> this Letter <strong>of</strong> Offer, there are no statutory approvals required by the Acquirer <strong>and</strong>/or<br />

the PACs to complete this Open Offer. However, in case <strong>of</strong> any statutory approvals being required by<br />

the Acquirer <strong>and</strong>/or the PACs at a later date before the Closure <strong>of</strong> the Tendering Period, the Open Offer<br />

shall be subject to all such approvals <strong>and</strong> the Acquirer <strong>and</strong>/or the PACs shall make the necessary<br />

applications for such approvals.<br />

6.16.2. The Acquirer <strong>and</strong> the PACs, will have the right not to proceed with the Open Offer in the event the<br />

statutory approvals indicated above are refused, in accordance with Regulation 23 <strong>of</strong> the SEBI (SAST)<br />

Regulations, 2011. In the event <strong>of</strong> withdrawal <strong>of</strong> the Open Offer, a public announcement will be made<br />

within 2 working days <strong>of</strong> such withdrawal, in the same newspapers in which the DPS was published.<br />

6.16.3. In case <strong>of</strong> delay in receipt <strong>of</strong> any statutory approvals which may be required at a later date before the<br />

Closure <strong>of</strong> the Tendering Period, as per Regulation 18(11) <strong>of</strong> the SEBI (SAST) Regulations, 2011,<br />

SEBI may, if satisfied, that non-receipt <strong>of</strong> approvals was not attributable to any wilful default, failure<br />

or neglect on the part <strong>of</strong> the Acquirer / PACs to diligently pursue such approvals, grant an extension <strong>of</strong><br />

time for the purpose <strong>of</strong> completion <strong>of</strong> the Open Offer subject to the Acquirer/ PACs agreeing to pay<br />

interest to the Shareholders for delay beyond 10 Working Days at such rate as may be specified by<br />

SEBI from time to time. Provided where the statutory approvals extends to some but not all<br />

Shareholders, the Acquirer/PACs have the option to make payment to such Shareholders in respect <strong>of</strong><br />

whom no statutory approvals are required in order to complete the Open Offer.<br />

6.16.4. NRI <strong>and</strong> OCB Shareholders, if any, must obtain all requisite approvals required to tender the Shares<br />

held by them pursuant to the Open Offer <strong>and</strong> submit such approvals along with the Form <strong>of</strong> Acceptance<br />

cum Acknowledgement <strong>and</strong> other documents required to accept this Open Offer. Further, if<br />

Shareholders who are not persons resident in <strong>India</strong> (including NRIs, OCBs <strong>and</strong> FIIs) had required any<br />

approval from the RBI or the FIPB or any other regulatory body in respect <strong>of</strong> the Shares held by them<br />

in the Target Company, they will be required to submit such previous approvals that they would have<br />

obtained for holding the Shares <strong>of</strong> the Target Company to tender Shares held by them pursuant to the<br />

Open Offer, along with the Form for Acceptance-cum Acknowledgement <strong>and</strong> other documents<br />

required to be tendered to accept this Open Offer. In the event such approvals are not submitted, the<br />

Acquirer <strong>and</strong> the PACs reserve the right to reject such Shares tendered in the Open Offer.<br />

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