51
by certain promoters, that the total acquisition of shares by the Acquirers will not exceed 74.90% of the
total equity share capital of the Company, in any circumstance.
Pursuant to the said SPA, on October 12, 2009, the Promoters made an open offer to acquire 6,49,580
equity shares (representing 20% of the total issued, subscribed and paid up equity share capital) of Rs.
10 each at a price of Rs. 3 per equity share in terms of Regulation 10 and 12 of SEBI Takeover
Regulations and listing agreement with the Stock Exchange and other applicable laws and regulations in
force. The open offer closed on October 31, 2009.
Under the Open Offer, the Promoters acquired 2,000 Equity Shares from the public shareholders at a
price of Rs. 3/- per equity share.
Note:
1.
Post Issue shareholding % is calculated assuming full subscription.
2.
For further details as to the promoter and erstwhile promoters, please refer to Section- “History and
Corporate Structure” on page no. 102 of this Draft Letter of Offer.
16)
None of the Equity Shares of Our Company is under lock-in.
17)
Present Rights Issue:
Type of
Instrument
Ratio
Face
Value
(Rs.)
No. of
Equity
Shares
Issue Price
(Rs.)
Consideration
(Rs. in Lakhs)
Equity
Shares
2 (Two) Equity Shares for every 3
(Three) Equity Shares held.
10/-
21,65,267
Rs. [*]/- per
share
[*]
18)
Our Promoters have disclosed under the provisions of Regulation 57(2)(b) and under Clause 5 (VI)(C)(6)(a)
of Part E of the SEBI (ICDR) Regulations that they intend to subscribe to their part of the rights
entitlement. In case of under subscription, even after considering the additional Shares applied by non-
promoter shareholders, the Promoter, in order to ensure the minimum subscription in the Rights Issue, may
contribute towards the unsubscribed portion of the Rights Issue along with their associates and persons
falling within the promoter group (hereinafter referred to as “Promoter Group”).
Our Promoters have confirmed that they along with the persons falling under the Promoter Group intend to
subscribe to the full extent of their entitlement in the Issue. Promoter Group as defined under Regulation 2
(1) (zb) of SEBI (ICDR) Regulations, 2009, also intends to apply for additional Equity Shares in the Issue
such that at least 90% of the Issue Size is subscribed. The Promoter Group reserves their right to subscribe
to their entitlement in the Issue either by themselves, relatives, associates or a combination of entities
controlled by them, including by subscribing for Equity Shares pursuant to any renunciation made within
the Promoter Group to another person forming part of the Promoter Group.
Our Promoters have provided an undertaking that they shall apply for additional Equity Shares in the Issue,
directly or through persons falling within the Promoter Group, to the extent of the unsubscribed portion of
the Issue, if any. As a result of this subscription and consequent allotment, the Promoter Group may acquire
Equity Shares over and above their entitlement in the Issue, which may result in an increase of their
shareholding being above the current shareholding.
This subscription and acquisition of additional Equity Shares by the Promoters Group through this Issue, if
any, will not result in change of control of the management of Our Company and shall be exempt in terms
of provision under Regulation 3(1)(b)(ii) of the SEBI (SAST) Regulations. As such, other than meeting the
requirements indicated in the section on “Objects of the Issue” on page 56, there is no other intention /
purpose for this Issue, including any intention to delist Our Company, even if, as a result of allotment to the
Promoters, in this Issue, the Promoter’s shareholding in Our Company exceeds their current shareholding.
52
The Promoter Group shall subscribe to such unsubscribed portion as per the relevant provisions of the law.
Allotment to the Promoter Group of any unsubscribed portion, over and above their entitlement shall be
done in compliance with clause 40A of the Listing Agreement and other applicable laws prevailing at that
time relating to continuous listing requirements.
Our Promoters have given an undertaking that in case the subscription by them to the unsubscribed portion
results in the public shareholding falling below the permissible minimum level as specified in the listing
condition agreement, they will undertake necessary steps to maintain the minimum public shareholding in
such manner and within such period as specified in Clause 40A of the Listing Agreement.
19)
Pre and Post Issue shareholding pattern of Our Company assuming full subscription in the rights Issue as on
June 30, 2011, is given below.
Pre Issue
Post Issue
Particulars
Number of
shareholders
Total
number of
shares
% of
Share
holding
Total
number of
shares
% of
Share
holding
Shareholding of Promoter
and Promoter Group
Individuals/ Hindu Undivided
Family
0
0
0
0
0
Bodies Corporate
0
0
0
0
0
Financial Institutions/Banks
0
0
0
0
0
Directors and their Relatives
4
2,136,440
65.78%
3,560,733
65.78%
4
2,136,440
65.78%
3,560,733
65.78%
Public shareholding
Institutions
0
-
0.00%
-
0.00%
Central Government/State
Government
0
-
0.00%
-
0.00%
Bodies Corporate
39
97,168
2.99%
161,947
2.99%
Individuals (Upto 1 Lakh
Nominal value)
599
423,729
13.05%
706,215
13.05%
Individuals (Above 1 Lakh
Nominal value)
13
483,298
14.88%
805,497
14.88%
Clearing Member
1
2
0.00%
3
0.00%
Hindu Undivided Family
13
5,568
0.17%
9,280
0.17%
Non Resident Indians
15
101,695
3.13%
169,492
3.13%
Total
684
3,247,900
100.00%
5,413,167
100.00%
Note:-
i)
Post Issue shareholding is computed assuming that all shareholders subscribe to their rights entitlements in
full.
ii)
In case of under-subscription, even after considering the additional shares applied by Non promoter
shareholders, if any, the Promoter Group shareholders, in order to ensure the minimum subscription in the
rights issue, the promoters, may contribute towards the unsubscribed portion of the Rights Issue through
their associates such that at least 90% of the Issue is subscribed and only to that extent the post-Rights Issue
holdings of the Promoter Group may go up.
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