LETTER OF OFFER - TakeoverCode.com

More documents

Recommendations

Info

f) There has been delay in making Public Announcement for acquisition of shares by Bhavin Soni Group. Mr. Bhavin Soni, the acquirer - representative of Bhavin Soni Group, will opt for the Consent Scheme under SEBI Guidelines for Consent Orders for regularizing the delay made in complying with the provisions of the SEBI (SAST) Regulations, 1997. g) There are no litigations pending against the Acquirer. h) Information in respect of companies promoted by the Acquirer are as under : Name of Company : Joy Homecreation Limited Date of incorporation : April 29, 2002 Nature of Business : Builders & Developers (Rs. in lacs, except per share data) Particulars FY 2006 FY 2007 FY 2008 Equity Capital 50.00 180.00 580.00 Reserves (excluding revaluation reserves) 637.49 1217.37 3238.75 Total Income 227.58 4965.61 8894.89 Profit After Tax 17.14 588.72 2107.79 Earnings Per Shares (Rs.) 3.43 116.91 46.94 Net Asset Value per share (Rs.) 137.50 77.63 65.84 Name of Company : Joy Aman Home Creations Private Limited Date of incorporation : July 30, 2004 Nature of Business : Builders & Developers (Rs. in lacs, except per share data) Particulars FY 2006 FY 2007 FY 2008 Equity Capital 2.00 2.00 2.00 Reserves (excluding revaluation reserves) -4.72 -6.34 -9.13 Total Income NIL NIL NIL Profit After Tax -2.78 -1.61 -2.79 Earnings Per Shares (Rs.) -13.85 -8.04 -13.98 Net Asset Value per share (Rs.) -14.67 -22.37 -36.00 The above mentioned companies promoted by the Acquirer are not sick companies within the meaning of Sick Industrial Companies (Special Provisions) Act 1985. Further, they are not listed on any stock exchanges. 4. DISCLOSURE IN TERMS OF REGULATION 16 (IX) AND OBJECTS OF THE OFFER & FUTURE PLANS 4.1 Disclosure in terms of Regulation 16(ix) a) The Acquirer does not have any plans to dispose of or otherwise encumber any assets of JRL within two years from the date of closure of the Offer except in the ordinary course of business. b) Further, the Acquirer undertakes that in the next two years they shall not sell, dispose of or otherwise encumber any substantial asset of JRL except with the prior approval of the shareholders of JRL. Page 10 of 25
4.2 Objects of the offer & Future Plans a) This Offer of 20% of the Equity Capital i.e. 12,01,640 shares of JRL is made in terms of Regulations 10 & 12 of the SEBI (SAST) Regulations. b) The Acquirer intends to use this listed vehicle to focus on the construction business of mass/affordable housing, repair and redevelopment of buildings and development and construction of colonies in district places, and projects where the capital requirement is low. 5. DELISTING / CONTINUOUS LISTING OPTION TO THE ACQUIRER IN TERMS OF REGULATION 21(2) The minimum public shareholding required for continuous listing of the equity shares of the Target Company is 25% (twenty five percent) of the paid up equity share capital. Post Open Offer, if the public shareholding falls to a level below the minimum public holding required for continuous listing, the Acquirer has undertaken to take necessary steps to facilitate compliance by JRL with the relevant provisions thereof in terms of the provisions of regulation 21(2) of SEBI (SAST) Regulations (i.e., to enable JRL to raise the level of public shareholding, to the levels specified for continuous listing specified in the listing agreement with Stock Exchange, within the prescribed period). Therefore, pursuant to this Offer, there will be no violation of Clause 40A of the listing agreement of JRL with Stock Exchange on which its equity shares are listed and the equity shares will continue to be listed. The Acquirer does not have any intention to delist the Target Company from BSE in the next 3 years. 6. BACKGROUND OF JOY REALITY LIMITED (“JRL”) (“THE TARGET COMPANY”) a) Joy Reality Limited was originally incorporated as Madhusudan Leasing & Finance Limited on October 29, 1983 and was granted certificate of commencement of business on November 22, 1983. The name of the company was changed to Joy Reality Limited with effect from December 17, 2007. The registered office of the Target Company at the time of incorporation was situated at 202, Udyog Mandir, 7/C, Pitambar Lane, Mahim, Mumbai – 400 016. The registered office was changed to 303, Rex Chambers, 3 rd Floor, Walchand Hirachand Marg, Ballard Estate, Mumbai – 400 038 w.e.f April 29, 1987. The registered office was again changed to 6/A2 Court Chambers, 35 New Marine Lines, Mumbai – 400 020 w.e.f November 15, 1988. The Registered Office of the Target Company is presently situated at 306, Madhava, C-4, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 w.e.f December 17, 2007. b) JRL was promoted by Mr. K Madhusudan Reddy. c) Presently, the main object of JRL is to carry on the business of Real Estate Development, Building and construction of housing apartments, colonies, townships, commercial shopping malls amongst others. Formerly, JRL was engaged in the business of leasing and hire purchase finance and to provide on lease and on hire purchase business, all types of industrial and official equipment etc. Page 11 of 25
Page 1 and 2: LETTER OF OFFER Note: This document
Page 3 and 4: such time as the process of accepta
Page 5 and 6: 1. DISCLAIMER CLAUSE "IT IS TO BE D
Page 7 and 8: 9. Mr. Jatin T Dharamshi 601, Uday
Page 9: allotment. Further, Acquirer has no
Page 13 and 14: h) Board of Directors of JRL as on
Page 15 and 16: Other Financial Data For the Period
Page 17 and 18: Change in the Shareholding pattern
Page 19 and 20: 2. With reference to date of trigge
Page 21 and 22: Compound, L.B.S. Marg, Bhandup (Wes
Page 23 and 24: of joint holder(s), the cheque/dema
Page 25: 11. MATERIAL DOCUMENTS FOR INSPECTI

LETTER OF OFFER - TakeoverCode.com

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?