11
OVERSEAS SHAREHOLDERS
NO OFFER IN THE UNITED STATES
The rights and the securities of the Company have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and may not be
offered, sold, resold or otherwise transferred within the United States of America or the territories or
possessions thereof (the “United States” or “U.S.”) or to, or for the account or benefit of, “U.S. persons” (as
defined in Regulation S under the Securities Act (“Regulation S”)), except in a transaction exempt from the
registration requirements of the Securities Act. The rights referred to in this Draft Letter of Offer are being
offered in India, but not in the United States. The offering to which this Draft Letter of Offer relates is not, and
under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale in the United
States or as a solicitation therein of an offer to buy any of the said Equity Shares or rights. Accordingly, the
Draft Letter of Offer and the enclosed CAF should not be forwarded to or transmitted in or into the United
States at any time.
Neither the Company nor any person acting on behalf of the Company will accept subscriptions or renunciation
from any person, or the agent of any person, who appears to be, or who the Company or any person acting on
behalf of the Company has reason to believe is, either a “U.S. person” (as defined in Regulation S) or otherwise
in the United States when the buy order is made. Envelopes containing a CAF should not be postmarked in the
United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal
to make an offer under the Draft Letter of Offer, and all persons subscribing for the Equity Shares and wishing
to hold such Equity Shares in registered form must provide an address for registration of the Equity Shares in
India. The Company is making this issue of Equity Shares on a rights basis to Equity Shareholders of the
Company and the Draft Letter of Offer and CAF will be dispatched to Equity Shareholders who have an Indian
address. Any person who acquires rights and the Equity Shares will be deemed to have declared, represented,
warranted and agreed, (i) that it is not and that at the time of subscribing for the Equity Shares or the Rights
Entitlements, it will not be, in the United States when the buy order is made, (ii) it is not a “U.S. person” (as
defined in Regulation S), and does not have a registered address (and is not otherwise located) in the United
States, and (iii) is authorised to acquire the rights and the Equity Shares in compliance with all applicable laws
and regulations.
12
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY, MARKET DATA AND
FORWARD LOOKING STATEMENTS
Certain Conventions
In this Draft Letter of Offer, the terms “we”, “us”, “Our Company”, “the Company”, “Issuer”, “RRL” unless the
context otherwise implies, refer to RODIUM REALTY LIMITED.
For additional definitions used in this Draft Letter of Offer, see the sections ‘Definitions and Abbreviations’ on
page no. 3 of this Draft Letter of Offer. In the section entitled “Description of Equity Shares and Terms of
Articles of Association, defined terms have the meaning given to such terms in the Articles of Association of
Our Company.
Presentation of Financial Information
Unless stated otherwise, the financial and operating data in the Draft Letter of Offer is derived from our
restated financial statements as of the fiscal 2011, 2010, 2009, 2008 and 2007 prepared in accordance with
Indian GAAP and the Companies Act, 1956 and restated in accordance with applicable SEBI Regulations, as
stated in the report of our Statutory Auditors.
The financial and operational data in the Draft Letter of Offer is presented on stand-alone basis. Our fiscal year
commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the
twelve-month period ended March 31 of that year. In the Draft Letter of Offer, any discrepancies in any table
between the total and the sums of the amounts listed are due to rounding off.
Unless stated otherwise, throughout this Draft Letter of Offer, all figures have been expressed in "Lakhs" or
“Lacs” except where certain figures have been expressed in absolute numbers. The word “Lakh” or “Lac”
means “one hundred thousand” and the word “million” means “ten lakh” and the word “Crore” means “ten
million”. All references to “India” contained in this Draft Letter of Offer are to the Republic of India.
All references to “Rupees” and “Rs.” or “INR” in this Draft Letter of Offer are to the legal and official
currency of India. Throughout this document references to the singular also refer to the plural and one gender
also refers to any other gender wherever applicable.
Industry and Market Data
Market data used throughout in this Draft Letter of Offer were obtained from internal Company reports, data
and industry publications. Industry publication data generally state that the information contained in those
publications has been obtained from sources believed to be reliable, but that their accuracy and completeness
and underlying assumptions are not guaranteed and their reliability cannot be assured. Although, Our Company
believes market data used in this Draft Letter of Offer is reliable, it has not been independently verified.
Similarly, internal Company reports and data, while believed to be reliable, have not been verified by any
independent source.
For further discussion of factors that could cause our actual results to differ, refer to the section entitled “Risk
Factors” beginning on page no. 14 of this Draft Letter of Offer By their nature, certain market risk disclosures
are only estimates and could be materially different from what actually occurs in the future. As a result, actual
future gains or losses could materially differ from those that have been estimated. Neither Our Company, our
Directors, the Lead Manager, nor any of their affiliates have any obligation to update or otherwise revise any
statements reflecting circumstances arising after the date thereof or to reflect the occurrence of underlying
events, even if the underlying assumptions do not come to fruition.
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