Draft Letter of Offer - TakeoverCode.com

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SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER Sr. Activity Date Day No. 1 Date of Public Announcement 22.12.2011 Thursday 2 Opening of Escrow Account 26.12.2011 Monday 3 Publication of Detailed Public Statement (DPS) in newspapers 29.12.2011 Thursday 4 Submission of Detailed Public Statement to BSE, ASE, Target Company & SEBI 30.12.2011 Friday 5 Filing of Draft Offer Document with SEBI along with soft copies of Public 05.01.2012 Thursday Announcement and Detailed Public Statement 6 Last Date for a competing Offer 19.01.2012 Thursday 7 Receipt of Comments from SEBI on Draft Letter of Offer 27.01.2012 Friday 8 Identified Date* 31.01.2012 Tuesday 9 Date by which Letter of Offer will be dispatched to the Shareholders 07.02.2012 Tuesday 10 Last date for revising the Offer Price 08.02.2012 Wednesday 11 Last date by which Board of Target Company shall give its recommendations 09.02.2012 Thursday 12 Advertisement of Schedule of activities for open Offer, status of statutory and 13.02.2012 Monday other approvals in newspapers and sending to SEBI, Stock Exchanges and Target Company 13 Date of Commencement of tendering period (Offer Opening Date) 14.02.2012 Tuesday 14 Date of Expiry of tendering period (Offer Closing Date) 28.02.2012 Tuesday 15 Date of communicating the rejection/ acceptance and payment of 14.03.2012 Wednesday consideration for the acquired shares 16 Final Report from Merchant Banker 21.03.2012 Wednesday 2 * “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. All owners (registered or unregistered) of equity shares of the Target Company (except the Acquirer and Sellers) are eligible to participate in the Offer any time before the closure of the Offer. Note: Duly Signed Application and Transfer Deed(s) together with share certificate(s) should be dispatched by Registered Post / Courier or hand delivered to the Registrar to the Offer at above address to arrive not later than 6.00 p.m. on 28 th February 2012. RISK FACTORS A. RELATING TO THE OFFER The risk factors set forth below pertain to the Offer and are not in relation to the present or future business operations of the Target Company or 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 the Target Company are advised to consult their stockbroker or investment consultant, if any, for analyzing all the risks with respect to their participation in the Offer. 1) The Offer involves an offer to acquire up to 26% of the Paid Up Equity Share Capital of SCIL from the Eligible Persons for the Offer. In the case of over subscription in the Offer, acceptance would be determined on a proportionate basis and hence there is no certainty that all the shares tendered by the shareholders in the Offer will be accepted. 2) In the event that (a) a statutory and regulatory approval is not received in a timely manner, (b) there is any litigation leading to a “stay” of the Offer, or (c) SEBI instructing the Acquirer not to proceed with the Offer, and 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 shareholders of SCIL whose Shares has been accepted in the Offer as well as the return of Shares not accepted by the Acquirer may be delayed. In case of the delay, due to non-receipt of statutory approvals, as per Regulation 18(11) of the SEBI (SAST) Regulations, 2011, SEBI may, if satisfied that the non-receipt of approvals was not due to wilful default or negligence or failure to diligently pursue such approvals on the part of the Acquirer, grant an extension for the purpose of completion of the Offer subject to the Acquirer paying interest to the shareholders for the delay, as may be specified by SEBI.
3 3) Shareholders should note that shareholders who have tendered shares in acceptance of the Open Offer shall not be entitled to withdraw such acceptance during the tendering period even if the acceptance of Shares under the Offer and dispatch of consideration gets delayed. The tendered shares and documents would be held by the Registrar to the Offer, till such time as the process of acceptance of tenders and the payment of consideration is completed. 4) The Offer is subject to the receipt of statutory and regulatory approvals by the Acquirer, and wherever applicable, by the Target Company, in connection with the Offer. The Acquirer may not to be able to proceed with the Offer in the event the approvals are not received in terms of Regulation 23 of the SEBI (SAST) Regulations, 2011. Delay, if any, in the receipt of these approvals may delay completion of the Offer. 5) The Shares tendered in the Offer will be held in trust by the Registrar to the Offer until the completion of the Offer formalities. During such period, there may be fluctuations in the market price of the equity shares of SCIL. Accordingly, the Acquirer makes 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 of SCIL on whether to participate or not to participate in the Offer. B. IN ASSOCIATION WITH THE ACQUIRER The Acquirer makes no assurance with respect to the financial performance of the Target Company. They also make no assurance with respect to the market price of the Shares upon the completion of the Offer, and disclaim any responsibility with respect to any decision by the Shareholders on whether or not to participate in the Offer. The Acquirer does not accept any responsibility for statements made otherwise than in the Letter of Offer / Public Announcement/ Detailed Public Statement, and anyone placing reliance on any other sources of information (not released by the Acquirer) would be doing so at his / her / its own risk. C. RISK IN THE TRANSACTION The Share Purchase Agreement (SPA) dated December 22, 2011 contains a clause that it is subject to the provisions of SEBI (SAST) Regulations and in case of non-compliance with any of the provisions of the Regulations, the Sellers or the Acquirer shall not act upon the agreement for such sale. The Acquirer makes 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.
Page 1: DRAFT LETTER OF OFFER THIS DOCUMENT
Page 5 and 6: 27. Promoter/ Promoter Group Mr. Pr
Page 7 and 8: 7 • In consideration of the purch
Page 9 and 10: 9 4.8 The board of directors of MVP
Page 11 and 12: 11 4.25 Mr. Bishnu Dutt Goenka is n
Page 13 and 14: 13 5.5 The current capital structur
Page 15 and 16: 15 There is no contingent liabiliti
Page 17 and 18: 17 made. The Equity Shares of SCIL
Page 19 and 20: Address of Collection Centre MCS LT
Page 21 and 22: 9 DOCUMENTS FOR INSPECTION 21 The f
Page 23 and 24: 23 THIS DOCUMENT IS IMPORTANT AND R
Page 25 and 26: Signed and Delivered: 25 PARTICULAR

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