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TAKEOVER PANORAMA




     A Monthly Journal on development of Takeover Law
Insight

                    Contents                                     Page No

Recent Updates                                                       3

Latest Open offers                                                   5

Case Study                                                           7

Market Update                                                        9

Regular section                                                     10

Hint of the Month                                                   13

Intermediary Search                                                 14




             Disclaimer

             This paper is a copyright of Corporate Professionals (India) Pvt
             Ltd. The author and the company expressly disclaim all and any
             liability to any person who has read this paper, or otherwise, in
             respect of anything, and of consequences of anything done, or
             omitted to be done by any such person in reliance upon the
             contents of this paper.




    14                                                                           2
RECENT UPDATE


                      SEBI Circular on Revised Filing Fees

                              SEBI (SAST) (Amendment) Regulations, 2007

     SEBI has on 29th May 2007 revised the fee charged on the Fee on the draft letter of offer.



     Offer size                     Revised Position - Fee         Earlier Position
                                             (Rs.)                       (Rs)
     Less than or equal to             One lakh rupees                1,00,000
     one crore rupees.                (Rs. 1, 00,000/-).
     More than one crore               Two lakh rupees                2,00,000
     rupees, but less than            (Rs. 2, 00,000/-).
     or equal to five crore
     rupees.
     More than five crore             Three lakh rupees               3,00,000
     rupees, but less than            (Rs. 3, 00,000/-).
     or equal to ten crore
     rupees.
     More than ten crore            0.5% of the offer size.     0.5% of the offer size
     rupees, but less than                                      (More than ten crores
     or equal to one                                                   rupees)
     thousand crore
     rupees.
     More than one                  Five crore rupees (Rs.                 -
     thousand crore                  5, 00, 00,000/-) plus
     rupees, but less than          0.125% of the portion
     or equal to five                 of the offer size in
     thousand crore                excess of one thousand
     rupees.                             crore rupees
                                   (Rs.1000, 00, 00,000/).
     More than five                    Ten crore rupees                    -
     thousand crore                 (Rs.10, 00, 00,000/-).
     rupees.




     Such fees shall be paid by bankers’ cheque or demand draft drawn in favour of the
     ‘Securities and Exchange Board of India’, payable at Mumbai.


14                                                                                        3
Shri Shantanu R Kothavale in the matter of
                    Rajkumar Forge Ltd.



Regulation: Regulations 3(3), 3(4), 3(5), 11(1) and 14(1) of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997

Issue: In The Matter of Adjudication Proceedings against Shri Shantanu R Kothavale in
respect of his shareholding in Rajkumar Forge Ltd.

Name of the Adjudicating Authority: Biju. S

Facts:

The noticee along with other promoters of RFL acquired 18,62,400 shares of RFL in the
preferential allotment on April 28, 2001 thereby increasing the aggregate shareholding
from 2.05% to 28.86%.In this regard, it is alleged that the noticee failed to submit
necessary report to the Board within the prescribed time thereby violating the provisions
of Regulation 3(3), 3(4) and 3(5) of the Takeover Regulations. Subsequently the noticee
along with the persons acting in concert acquired 28,74,000 equity shares and voting
rights in RFL on November 26, 2001 increasing his shareholding in the target company
from 28.86% to 49.29 % beyond the prescribed limit of 5% enumerated under Regulation
11(1) of the Takeover Regulations. In this regard it is alleged that the noticee failed to
make public announcement to acquire shares of RFL in terms of the provisions of
Regulation 11(1) of the Takeover Regulations.

Contentions:

With regard to the acquisition of shares on November 26, 2001 by the noticee which
resulted in increase in his shareholding in the target company from 28.86% to 49.29 %,
since the shares were acquired on preferential basis and all the disclosures specified in
regulation 3(1) (c)(i) were made in the notice to the shareholders, the said acquisition is
exempt under Regulation 3(1)(c) and therefore violation of regulation 11(1) is not
violated. However, admittedly there has been a delay in filing of Report under
Regulation 3(4) as the same has been filed belatedly on September 22, 2006.

Further in regard to both the acquisitions, notice issued to the shareholders contained
all the requisite disclosures as required in terms of Regulation 3(I)(c)(ii) of Takeovers
Regulation, a Return of allotment, pursuant to sec 75 (1) of the Companies Act was also
filed with the Registrar of companies on November 26, 2001. The requisite formalities in
respect of the said allotment of shares in terms of FEMA Regulations were also complied




 14                                                                                           4
with by the noticee. This shows that there was no intention of the notice to acquire
  the shares without disclosing the fact of such acquisition to the public.
      1. The purpose of acquisition of shares by way of preferential allotment was to
         bailout the company from the financial crisis, as opposed to acquiring
         substantial shares or control over the company.
      2. There is no disproportionate gain to the notice or loss to the investors.
      3. There is no change in control over the company pursuant to such acquisition.

  Decision:
  On consideration of above facts, SEBI accepted the first contention of the noticee
  and held that there is no violation of regulation 11(1). Thus, taking a lenient view,
  SEBI imposed a penalty of Rupees One Lakh on Shri Shantanu R Kothavale.




    LATEST OPEN OFFERS



Name of the Acquirer               Offer details       Reason of the Concerned
company                                                offer         Parties Details
    STI INDIA       Eight Capital  Offer to acquire       Regulation Manager to the
     LIMITED        Master Fund     upto 58,00,000         10 & 12         offer
                      Limited,     equity shares of
                   Cayman Islands    Rs. 10/- each,     SPA to acquire        YES Bank
  Regd. Office       & Spinnaker      representing       15.84% of the         Limited
     Madhya             Global       20.00% of the     equity capital of
     Pradesh         Opportunity   paid-up capital,    the Company for
                      Fund Ltd,            at a           a purchase
                  Spinnaker Global     Price of Rs.    consideration of    Registrar to the
 Paid up Capital      Emerging      25.00 per share     1,50,00,000/-           offer
                    Markets Fund   payable in cash.     (at the rate of
       Rs.             Ltd and                            Rs. 3.26 per        Mondkar
 29,00,00,000/-. Spinnaker Global                           share).        Computers Pvt.
                      Strategic                                                Ltd.
                   Fund Ltd & PAC
Motor Industries    Robert Bosch   Offer to acquire       Regulation        Manager to the
    Company             Gmbh         upto 6410292           11(2)                offer
     Limited                        (20%) fully paid                       Citigroup Global
                                   equity shares of     Voluntary offer      Markets India
  Regd. Office                     Rs. 10 each at a                            Pvt. Ltd.
    Banglore                       price of Rs. 4000                       Registrar to the
                                        per share                                offer
 Paid up Capital                   payable in cash.                        Intime Spectrum
Rs.320.51 Million                                                             Registry Ltd


   14                                                                                         5
Sesa Goa            Westglobe        Offer to acquire      Regulation        Manager to the
    Limited        Limited, Mauritius   up to 78,72,404        10 and 12            offer
                      and Richter       (20%) fully paid-
 Regd. Office      Holding along with   up equity shares                        ICICI Securities
     Goa           Vedanta Resources       of the face       SPA to acquire           Ltd.
                          Plc.           value of Rs. 10       100% of the
                                         each at a price      fully paid-up     Registrar to the
                                         of Rs. 2,036.30       equity share          offer
Paid up Capital                             per share           capital of
                                        payable in cash.         Finsider            Karvy
Rs. 39.36 crore.                                              International     Computershare
                                                              Ltd. Whereby      Private Limited
                                                              the acquirers
                                                             have indirectly
                                                                acquired
                                                            control over the
                                                            target company
     Lumax          Stanley Electric    Offer to acquire       Regulation       Manager to the
   Industries          Co., Ltd.        1,869,547 (20%)     11(1) and 11(2)         offer
    Limited                               fully paid-up
                                        equity shares of      Preferential      Enam Financial
 Regd. Office                            Rs. 10/- each,       allotment of       Consultants
                                        at a price of Rs.    1,000,000 (Rs.        Private
  New Delhi                               540.03/- per         10) equity          Limited
                                          fully paid-up     shares for cash
                                          Equity Share      at a price of Rs.   Registrar to the
Paid up Capital                         payable in cash         540.03/-,            offer
                                                              whereby the
Rs. 93,477,320                                              shareholding of          Karvy
                                                                 acquirer       Computershare
                                                            increased from      Private Limited
                                                                17.47% to
                                                               26.30% and
                                                                aggregate
                                                            shareholding of
                                                            promoter group
                                                              increased to
                                                                 62.91%.




  14                                                                                           6
CASE STUDY

            DECCAN AVIATION ACQUISITION BY UB GROUP




                               Vijay Mallya’s UB Holdings has bought 26% stake in Deccan
Aviation Ltd (DAL), which runs budget carrier ‘Air Deccan’, for Rs 5.5 bn. The group has agreed
to pay Rs 155 per share, valuing DAL at Rs 21.15 bn.

Details of the stake sale

DAL will make preferential allotment of upto 35.22 mn equity shares of Rs 10 each at a price
of Rs 155 which shall be 26% of post issue capital in two tranches to United Breweries Group.
The first tranche comprises of 9.68 mn shares at Rs.155 per share which has been paid on May
31, 2007 and in case of the second tranche 25.54 mn shares at Rs 155 per share will be issued
by June 29, 2007. Post this deal the UB group will make an open offer in order to acquire
additional 20% stake from the market so as to gain complete control of the low cost carrier.
The air charter operations of both companies will be merged and run as a separate entity.

Benefits arising out of this deal

  1/3rd market share - With this strategic alliance, the two airlines will have 71 aircraft
mainly dominated by the Airbus, cover around 70 domestic destinations and command a
market share of 33 % (Air Deccan – 21% and Kingfisher – 12%), overtaking the combined share of
Jet – Jetlite (previously Air Sahara) of 31.5%.

  Cost synergies - With commonality of fleet and pilots flying these same type of aircrafts,
this alliance will enable the two airlines to exploit the synergies that exist in the areas of
operations and maintenance, ground handling, vastly increased connectivity, feeder services,
distribution penetration etc., thereby resulting in decreased costs, increased efficiencies and
improved profitability of both the airlines.

  Route rationalization - The two airlines are likely to rationalize their network to ensure that
they don’t cannabilise each other but the networks support each other. Thus Kingfisher will
continue to focus on the premium/business class on the key metro routes and Air Deccan will
continue to operate as a low cost carrier largely covering lower traffic density tier-II
destinations which are expected to show a good growth in the coming years. In the coming
days this strategy is likely to give a tough competition to Jetlite the value carrier being run by




     14                                                                                              7
Jet Airways.

Impact on the industry – Start of much awaited consolidation

Three bigger entities - This alliance brings into light, three big airline combines (Air
India – Indian, Jet – Sahara and Kingfisher – Deccan) who now control around 80% of the
domestic civil aviation market. As these carriers are able to rationalize routes and
integrate operations, the fares are expected to increase gradually – thus improving the
financial health of most of the existing players.

  Industry capacity still higher than demand - In the short term, the fares are expected
to be down for the next 3-6 months as the supply from the existing carriers continues to
be higher than the demand. However due to the losses suffered by the existing players
in the past because of higher fuel prices in H1FY07 and aggressive price competition
which continued for 3 years with the launch of Air Deccan in 2003 – a slowdown is being
seen in the expansion plans of players, thus giving room for improvement in yields over
the medium term.

Impact on Deccan Aviation’s Financials

  Ongoing cash crunch - The Company is facing a severe cash crunch, which has
impacted its fleet expansion plans. This deal provides a cash boost for DAL and ensures
that it continues its operations for next 2-3 yrs at least.

Impact on Deccan Aviation’s Financials

  With DAL having huge accumulated losses to the tune of Rs 7 bn over the last 3 yrs, it
remains a challenge for the management of Kingfisher Airlines on how effectively it
manages to turnaround the operations of the loss making company. However by having a
decent market share of around 12% within just 2 yrs of operations Kingfisher has
demonstrated high standards of operational efficiency.

Other triggers to watch out for

  Relaxation of rules for flying overseas – The Ministry of Civil Aviation has put forward
a proposal of reducing the eligibility criterion for flying on international routes to three
years of continuous domestic operations from the present five. If this is approved then
DAL fits these eligibility criteria. The airline is exploring possibilities of flying to various
destinations in South East Asia and the lucrative gulf routes.

  In case of Kingfisher, the airline commenced operations in May 2005. So in absence of
approvals to fly overseas, the airline plans to fly from US to India and has created a
subsidiary in US for the same purpose.




14                                                                                                 8
MARKET UPDATE


     TATA TEA TO ACQUIRE MAJORITY STAKE IN MOUNT
                       EVEREST


Tata Tea has agreed to buy 24 per cent stake in Mount Everest Mineral Water Limited for Rs
110 crore. It will make an open offer for an additional 20 per cent at Rs 140 per share, for
an estimated Rs 100 crore.

Tata Tea will acquire a 10.74 per cent of the existing equity base from the promoters and
also subscribe to a preferential offer of 15 per cent, making for a 24 per cent stake of the
expanded capital.

Ownership in Mount Everest                    No. of Shares
Preferential Issue to Tata Tea                50,99,396
Acquisitions from Promoter Foresight          22,50,000
Holdings Pvt. Ltd.
From Promoter Vinod Sethi                     8,60,440
Total Number of Shares                        82,10,836
Expanded Capital Base (Post preferential      3,39,95,973
allotment)
Tata Tea’s shareholding                       24.15%

Funding

Tata Tea, which stands to make a bumper profit of Rs 2,000 crore from its investment in
Glaceau, will raise debt of roughly the acquisition amount (Rs 210 crore) to fund the Mount
Everest acquisition, said the Chief Financial Officer, Mr L.K. Krishnakumar.

The company's current debt of Rs 500 crore as well as debentures worth Rs 100 crore will
most likely get extinguished in four to six months' time, making it a debt-free company.The
acquisition will be EPS accretive in three-four years' time.

The promoters, Mr Vinod Sethi and Mr Salim Govani (through Foresight Holdings Pvt Ltd), will
continue to hold a 9 per cent stake in Mount Everest. They will also continue to be on the
management, said Mr Siganporia.

                                             Source: www.blonnet.com – The Hindu Business Line




   14                                                                                            9
REGULAR SECTION

                            PENAL PROVISIONS UNDER
                                TAKEOVER CODE


In the event of non-compliance of the provisions of SEBI (Substantial Acquisition of Shares
& Takeover) Regulations, 1997, commonly known as Takeover Code, the acquirer is liable
for the penal provisions contained in the code itself. Regulation 45 of SEBI (Substantial
Acquisition of Shares & Takeover) Regulations, 1997 is dealing with the penal provisions
for the non-compliance of the obligations contained in the Regulations.

As per regulation 45 of the Regulations, for failure to carry out obligations under the
regulations, following consequences may follow:

       1. The acquirer faces the consequences of the escrow amount being forfeited
            besides penalties.
       2. The Board of Target Company shall be liable for action in terms of regulation and
            Act.
       3. The intermediary would face suspension or cancellation of registration.

The penalties stated above may include:

  i.        Criminal prosecution under section 24 of the SEBI Act.

            In addition to any award of penalty by the Adjudicating Officer under the Act, if
            any person contravenes or attempts to contravene or abets the contravention of
            the provisions of this Act or of any rules or regulations thereof., he shall be
            punishable with imprisonment for a term which may extend to one year, or with
            fine or with both. Further, non compliance of the directions of the Adjudicating
            Officer shall be punishable with imprisonment for a term which shall not be less
            than one month, but which may extend to three years or




       14                                                                                       10
with fine which shall not be less than two thousand rupees, but which may
        extend to ten thousand rupees or with both.

 ii.    Monetary penalties under section 15H of the SEBI Act.

        If a person fails to disclose the aggregate of his shareholding in the body
        corporate before he acquires any shares of that body corporate, or make a public
        announcement to acquire shares at a minimum price, he shall be liable to a
        penalty of twenty-five crore rupees or three times the amount of profits made
        out of such failure, whichever is higher

 iii.   Directions under section 11B of the SEBI Act.

        The Board may, in the interest of securities market, give directions, without
        prejudice to its right to prosecute under section 24 of the SEBI Act including:

        a.) Directing the person concerned not to further deal in securities.
        b.) Prohibiting disposal of securities acquired in violation of these regulations.
        c.) Direct sale of securities acquired in violation of these regulations.

 iv.    Directions under section 11(4) of the Act;

        The authority may give the directions to the person in default & the
        directions may include the following:

          i.   Suspend the trading of any security in a recognised stock exchange;
         ii.   Restrain persons from accessing the securities market and prohibit any
               person associated with securities market to buy, sell or deal in securities;
        iii.   Suspend any office-bearer of any stock exchange or self-regulatory
               organisation from holding such position;
        iv.    Impound and retain the proceeds or securities in respect of any
               transaction which is under investigation




14                                                                                            11
v.    Attach bank accounts of persons involved in violation for a period not
              exceeding one month.
        vi.   Direct any intermediary or any person associated with the securities
              market in any manner not to dispose of or alienate an asset forming part
              of any transaction which is under investigation




 v.    Cease and desist order in proceedings under section 11D of the Act;

       A Cease and desist order can also be passed under section 11D of the SEBI Act
       from committing or causing any violation of the SEBI (Substantial Acquisition of
       Shares & Takeover) Regulations, 1997.

vi.    Adjudication proceedings under section 15HB of the Act.

       A residual clause has been provided in the Act, wherein it is mentioned that if any
       violation act is not specifically covered under the provisions, then the person may
       be held liable for a penalty which may extend to one crores rupees.

Further, the acquirer or directors of the acquirer company, directors of the target
company, the merchant banker(s) would be liable for action for any misstatement or
concealment of material information required to be disclosed to the shareholders.




 14                                                                                          12
HINT OF THE MONTH




     In the Yogi Sungwon (India) Limited, SAT held that for the purpose of
     compliance under regulation 3(4) i.e. submission of report to SEBI, and
     regulation 7 i.e. disclosure of shareholding, only the individual shareholding and
     not the aggregate shareholding of promoter group shall be considered. Further,
     it has been decided by the Supreme Court in K. K.Modi that mere because a
     person is co-promoter, he shall not be termed as PAC for the purpose of
     triggering takeover code unless evidence on record clearly establishes that
     promoter shares common objective or purpose of substantial acquisition of
     shares or voting rights for gaining control over Target Company with acquirer.




THOUGHT OF THE MONTH




        To think is easy. To act is difficult. To act as one thinks is the most
        difficult.




14                                                                                    13
INTERMEDIARY SEARCH



     Name of Merchant Banker               Contact Details

     Lehman Brothers Securities            708 Powai Plaza, Hiranandani
     Pvt Ltd                               Gardens, Powai, Mumbai
     Elara Capital (India) Pvt.            304,   Vaibhav  Chambers,
     Limited                               Bandra    Kurla  Complex,
                                           Bandra(East) Mumbai – 400
                                           051




                      Contact for any clarification:
                         Preeti Arora, Neha Pruthi
                    Contact No: 9971966665, 9818188454
                        email: preeti@indiacp.com




14                                                                        14

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Takeover panorama june 2007 2007-06-01

  • 1. TAKEOVER PANORAMA A Monthly Journal on development of Takeover Law
  • 2. Insight Contents Page No Recent Updates 3 Latest Open offers 5 Case Study 7 Market Update 9 Regular section 10 Hint of the Month 13 Intermediary Search 14 Disclaimer This paper is a copyright of Corporate Professionals (India) Pvt Ltd. The author and the company expressly disclaim all and any liability to any person who has read this paper, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this paper. 14 2
  • 3. RECENT UPDATE SEBI Circular on Revised Filing Fees SEBI (SAST) (Amendment) Regulations, 2007 SEBI has on 29th May 2007 revised the fee charged on the Fee on the draft letter of offer. Offer size Revised Position - Fee Earlier Position (Rs.) (Rs) Less than or equal to One lakh rupees 1,00,000 one crore rupees. (Rs. 1, 00,000/-). More than one crore Two lakh rupees 2,00,000 rupees, but less than (Rs. 2, 00,000/-). or equal to five crore rupees. More than five crore Three lakh rupees 3,00,000 rupees, but less than (Rs. 3, 00,000/-). or equal to ten crore rupees. More than ten crore 0.5% of the offer size. 0.5% of the offer size rupees, but less than (More than ten crores or equal to one rupees) thousand crore rupees. More than one Five crore rupees (Rs. - thousand crore 5, 00, 00,000/-) plus rupees, but less than 0.125% of the portion or equal to five of the offer size in thousand crore excess of one thousand rupees. crore rupees (Rs.1000, 00, 00,000/). More than five Ten crore rupees - thousand crore (Rs.10, 00, 00,000/-). rupees. Such fees shall be paid by bankers’ cheque or demand draft drawn in favour of the ‘Securities and Exchange Board of India’, payable at Mumbai. 14 3
  • 4. Shri Shantanu R Kothavale in the matter of Rajkumar Forge Ltd. Regulation: Regulations 3(3), 3(4), 3(5), 11(1) and 14(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 Issue: In The Matter of Adjudication Proceedings against Shri Shantanu R Kothavale in respect of his shareholding in Rajkumar Forge Ltd. Name of the Adjudicating Authority: Biju. S Facts: The noticee along with other promoters of RFL acquired 18,62,400 shares of RFL in the preferential allotment on April 28, 2001 thereby increasing the aggregate shareholding from 2.05% to 28.86%.In this regard, it is alleged that the noticee failed to submit necessary report to the Board within the prescribed time thereby violating the provisions of Regulation 3(3), 3(4) and 3(5) of the Takeover Regulations. Subsequently the noticee along with the persons acting in concert acquired 28,74,000 equity shares and voting rights in RFL on November 26, 2001 increasing his shareholding in the target company from 28.86% to 49.29 % beyond the prescribed limit of 5% enumerated under Regulation 11(1) of the Takeover Regulations. In this regard it is alleged that the noticee failed to make public announcement to acquire shares of RFL in terms of the provisions of Regulation 11(1) of the Takeover Regulations. Contentions: With regard to the acquisition of shares on November 26, 2001 by the noticee which resulted in increase in his shareholding in the target company from 28.86% to 49.29 %, since the shares were acquired on preferential basis and all the disclosures specified in regulation 3(1) (c)(i) were made in the notice to the shareholders, the said acquisition is exempt under Regulation 3(1)(c) and therefore violation of regulation 11(1) is not violated. However, admittedly there has been a delay in filing of Report under Regulation 3(4) as the same has been filed belatedly on September 22, 2006. Further in regard to both the acquisitions, notice issued to the shareholders contained all the requisite disclosures as required in terms of Regulation 3(I)(c)(ii) of Takeovers Regulation, a Return of allotment, pursuant to sec 75 (1) of the Companies Act was also filed with the Registrar of companies on November 26, 2001. The requisite formalities in respect of the said allotment of shares in terms of FEMA Regulations were also complied 14 4
  • 5. with by the noticee. This shows that there was no intention of the notice to acquire the shares without disclosing the fact of such acquisition to the public. 1. The purpose of acquisition of shares by way of preferential allotment was to bailout the company from the financial crisis, as opposed to acquiring substantial shares or control over the company. 2. There is no disproportionate gain to the notice or loss to the investors. 3. There is no change in control over the company pursuant to such acquisition. Decision: On consideration of above facts, SEBI accepted the first contention of the noticee and held that there is no violation of regulation 11(1). Thus, taking a lenient view, SEBI imposed a penalty of Rupees One Lakh on Shri Shantanu R Kothavale. LATEST OPEN OFFERS Name of the Acquirer Offer details Reason of the Concerned company offer Parties Details STI INDIA Eight Capital Offer to acquire Regulation Manager to the LIMITED Master Fund upto 58,00,000 10 & 12 offer Limited, equity shares of Cayman Islands Rs. 10/- each, SPA to acquire YES Bank Regd. Office & Spinnaker representing 15.84% of the Limited Madhya Global 20.00% of the equity capital of Pradesh Opportunity paid-up capital, the Company for Fund Ltd, at a a purchase Spinnaker Global Price of Rs. consideration of Registrar to the Paid up Capital Emerging 25.00 per share 1,50,00,000/- offer Markets Fund payable in cash. (at the rate of Rs. Ltd and Rs. 3.26 per Mondkar 29,00,00,000/-. Spinnaker Global share). Computers Pvt. Strategic Ltd. Fund Ltd & PAC Motor Industries Robert Bosch Offer to acquire Regulation Manager to the Company Gmbh upto 6410292 11(2) offer Limited (20%) fully paid Citigroup Global equity shares of Voluntary offer Markets India Regd. Office Rs. 10 each at a Pvt. Ltd. Banglore price of Rs. 4000 Registrar to the per share offer Paid up Capital payable in cash. Intime Spectrum Rs.320.51 Million Registry Ltd 14 5
  • 6. Sesa Goa Westglobe Offer to acquire Regulation Manager to the Limited Limited, Mauritius up to 78,72,404 10 and 12 offer and Richter (20%) fully paid- Regd. Office Holding along with up equity shares ICICI Securities Goa Vedanta Resources of the face SPA to acquire Ltd. Plc. value of Rs. 10 100% of the each at a price fully paid-up Registrar to the of Rs. 2,036.30 equity share offer Paid up Capital per share capital of payable in cash. Finsider Karvy Rs. 39.36 crore. International Computershare Ltd. Whereby Private Limited the acquirers have indirectly acquired control over the target company Lumax Stanley Electric Offer to acquire Regulation Manager to the Industries Co., Ltd. 1,869,547 (20%) 11(1) and 11(2) offer Limited fully paid-up equity shares of Preferential Enam Financial Regd. Office Rs. 10/- each, allotment of Consultants at a price of Rs. 1,000,000 (Rs. Private New Delhi 540.03/- per 10) equity Limited fully paid-up shares for cash Equity Share at a price of Rs. Registrar to the Paid up Capital payable in cash 540.03/-, offer whereby the Rs. 93,477,320 shareholding of Karvy acquirer Computershare increased from Private Limited 17.47% to 26.30% and aggregate shareholding of promoter group increased to 62.91%. 14 6
  • 7. CASE STUDY DECCAN AVIATION ACQUISITION BY UB GROUP Vijay Mallya’s UB Holdings has bought 26% stake in Deccan Aviation Ltd (DAL), which runs budget carrier ‘Air Deccan’, for Rs 5.5 bn. The group has agreed to pay Rs 155 per share, valuing DAL at Rs 21.15 bn. Details of the stake sale DAL will make preferential allotment of upto 35.22 mn equity shares of Rs 10 each at a price of Rs 155 which shall be 26% of post issue capital in two tranches to United Breweries Group. The first tranche comprises of 9.68 mn shares at Rs.155 per share which has been paid on May 31, 2007 and in case of the second tranche 25.54 mn shares at Rs 155 per share will be issued by June 29, 2007. Post this deal the UB group will make an open offer in order to acquire additional 20% stake from the market so as to gain complete control of the low cost carrier. The air charter operations of both companies will be merged and run as a separate entity. Benefits arising out of this deal 1/3rd market share - With this strategic alliance, the two airlines will have 71 aircraft mainly dominated by the Airbus, cover around 70 domestic destinations and command a market share of 33 % (Air Deccan – 21% and Kingfisher – 12%), overtaking the combined share of Jet – Jetlite (previously Air Sahara) of 31.5%. Cost synergies - With commonality of fleet and pilots flying these same type of aircrafts, this alliance will enable the two airlines to exploit the synergies that exist in the areas of operations and maintenance, ground handling, vastly increased connectivity, feeder services, distribution penetration etc., thereby resulting in decreased costs, increased efficiencies and improved profitability of both the airlines. Route rationalization - The two airlines are likely to rationalize their network to ensure that they don’t cannabilise each other but the networks support each other. Thus Kingfisher will continue to focus on the premium/business class on the key metro routes and Air Deccan will continue to operate as a low cost carrier largely covering lower traffic density tier-II destinations which are expected to show a good growth in the coming years. In the coming days this strategy is likely to give a tough competition to Jetlite the value carrier being run by 14 7
  • 8. Jet Airways. Impact on the industry – Start of much awaited consolidation Three bigger entities - This alliance brings into light, three big airline combines (Air India – Indian, Jet – Sahara and Kingfisher – Deccan) who now control around 80% of the domestic civil aviation market. As these carriers are able to rationalize routes and integrate operations, the fares are expected to increase gradually – thus improving the financial health of most of the existing players. Industry capacity still higher than demand - In the short term, the fares are expected to be down for the next 3-6 months as the supply from the existing carriers continues to be higher than the demand. However due to the losses suffered by the existing players in the past because of higher fuel prices in H1FY07 and aggressive price competition which continued for 3 years with the launch of Air Deccan in 2003 – a slowdown is being seen in the expansion plans of players, thus giving room for improvement in yields over the medium term. Impact on Deccan Aviation’s Financials Ongoing cash crunch - The Company is facing a severe cash crunch, which has impacted its fleet expansion plans. This deal provides a cash boost for DAL and ensures that it continues its operations for next 2-3 yrs at least. Impact on Deccan Aviation’s Financials With DAL having huge accumulated losses to the tune of Rs 7 bn over the last 3 yrs, it remains a challenge for the management of Kingfisher Airlines on how effectively it manages to turnaround the operations of the loss making company. However by having a decent market share of around 12% within just 2 yrs of operations Kingfisher has demonstrated high standards of operational efficiency. Other triggers to watch out for Relaxation of rules for flying overseas – The Ministry of Civil Aviation has put forward a proposal of reducing the eligibility criterion for flying on international routes to three years of continuous domestic operations from the present five. If this is approved then DAL fits these eligibility criteria. The airline is exploring possibilities of flying to various destinations in South East Asia and the lucrative gulf routes. In case of Kingfisher, the airline commenced operations in May 2005. So in absence of approvals to fly overseas, the airline plans to fly from US to India and has created a subsidiary in US for the same purpose. 14 8
  • 9. MARKET UPDATE TATA TEA TO ACQUIRE MAJORITY STAKE IN MOUNT EVEREST Tata Tea has agreed to buy 24 per cent stake in Mount Everest Mineral Water Limited for Rs 110 crore. It will make an open offer for an additional 20 per cent at Rs 140 per share, for an estimated Rs 100 crore. Tata Tea will acquire a 10.74 per cent of the existing equity base from the promoters and also subscribe to a preferential offer of 15 per cent, making for a 24 per cent stake of the expanded capital. Ownership in Mount Everest No. of Shares Preferential Issue to Tata Tea 50,99,396 Acquisitions from Promoter Foresight 22,50,000 Holdings Pvt. Ltd. From Promoter Vinod Sethi 8,60,440 Total Number of Shares 82,10,836 Expanded Capital Base (Post preferential 3,39,95,973 allotment) Tata Tea’s shareholding 24.15% Funding Tata Tea, which stands to make a bumper profit of Rs 2,000 crore from its investment in Glaceau, will raise debt of roughly the acquisition amount (Rs 210 crore) to fund the Mount Everest acquisition, said the Chief Financial Officer, Mr L.K. Krishnakumar. The company's current debt of Rs 500 crore as well as debentures worth Rs 100 crore will most likely get extinguished in four to six months' time, making it a debt-free company.The acquisition will be EPS accretive in three-four years' time. The promoters, Mr Vinod Sethi and Mr Salim Govani (through Foresight Holdings Pvt Ltd), will continue to hold a 9 per cent stake in Mount Everest. They will also continue to be on the management, said Mr Siganporia. Source: www.blonnet.com – The Hindu Business Line 14 9
  • 10. REGULAR SECTION PENAL PROVISIONS UNDER TAKEOVER CODE In the event of non-compliance of the provisions of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997, commonly known as Takeover Code, the acquirer is liable for the penal provisions contained in the code itself. Regulation 45 of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 is dealing with the penal provisions for the non-compliance of the obligations contained in the Regulations. As per regulation 45 of the Regulations, for failure to carry out obligations under the regulations, following consequences may follow: 1. The acquirer faces the consequences of the escrow amount being forfeited besides penalties. 2. The Board of Target Company shall be liable for action in terms of regulation and Act. 3. The intermediary would face suspension or cancellation of registration. The penalties stated above may include: i. Criminal prosecution under section 24 of the SEBI Act. In addition to any award of penalty by the Adjudicating Officer under the Act, if any person contravenes or attempts to contravene or abets the contravention of the provisions of this Act or of any rules or regulations thereof., he shall be punishable with imprisonment for a term which may extend to one year, or with fine or with both. Further, non compliance of the directions of the Adjudicating Officer shall be punishable with imprisonment for a term which shall not be less than one month, but which may extend to three years or 14 10
  • 11. with fine which shall not be less than two thousand rupees, but which may extend to ten thousand rupees or with both. ii. Monetary penalties under section 15H of the SEBI Act. If a person fails to disclose the aggregate of his shareholding in the body corporate before he acquires any shares of that body corporate, or make a public announcement to acquire shares at a minimum price, he shall be liable to a penalty of twenty-five crore rupees or three times the amount of profits made out of such failure, whichever is higher iii. Directions under section 11B of the SEBI Act. The Board may, in the interest of securities market, give directions, without prejudice to its right to prosecute under section 24 of the SEBI Act including: a.) Directing the person concerned not to further deal in securities. b.) Prohibiting disposal of securities acquired in violation of these regulations. c.) Direct sale of securities acquired in violation of these regulations. iv. Directions under section 11(4) of the Act; The authority may give the directions to the person in default & the directions may include the following: i. Suspend the trading of any security in a recognised stock exchange; ii. Restrain persons from accessing the securities market and prohibit any person associated with securities market to buy, sell or deal in securities; iii. Suspend any office-bearer of any stock exchange or self-regulatory organisation from holding such position; iv. Impound and retain the proceeds or securities in respect of any transaction which is under investigation 14 11
  • 12. v. Attach bank accounts of persons involved in violation for a period not exceeding one month. vi. Direct any intermediary or any person associated with the securities market in any manner not to dispose of or alienate an asset forming part of any transaction which is under investigation v. Cease and desist order in proceedings under section 11D of the Act; A Cease and desist order can also be passed under section 11D of the SEBI Act from committing or causing any violation of the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997. vi. Adjudication proceedings under section 15HB of the Act. A residual clause has been provided in the Act, wherein it is mentioned that if any violation act is not specifically covered under the provisions, then the person may be held liable for a penalty which may extend to one crores rupees. Further, the acquirer or directors of the acquirer company, directors of the target company, the merchant banker(s) would be liable for action for any misstatement or concealment of material information required to be disclosed to the shareholders. 14 12
  • 13. HINT OF THE MONTH In the Yogi Sungwon (India) Limited, SAT held that for the purpose of compliance under regulation 3(4) i.e. submission of report to SEBI, and regulation 7 i.e. disclosure of shareholding, only the individual shareholding and not the aggregate shareholding of promoter group shall be considered. Further, it has been decided by the Supreme Court in K. K.Modi that mere because a person is co-promoter, he shall not be termed as PAC for the purpose of triggering takeover code unless evidence on record clearly establishes that promoter shares common objective or purpose of substantial acquisition of shares or voting rights for gaining control over Target Company with acquirer. THOUGHT OF THE MONTH To think is easy. To act is difficult. To act as one thinks is the most difficult. 14 13
  • 14. INTERMEDIARY SEARCH Name of Merchant Banker Contact Details Lehman Brothers Securities 708 Powai Plaza, Hiranandani Pvt Ltd Gardens, Powai, Mumbai Elara Capital (India) Pvt. 304, Vaibhav Chambers, Limited Bandra Kurla Complex, Bandra(East) Mumbai – 400 051 Contact for any clarification: Preeti Arora, Neha Pruthi Contact No: 9971966665, 9818188454 email: preeti@indiacp.com 14 14