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LETTER OF OFFER - TakeoverCode.com

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<strong>OF</strong>FER SCHEDULE<br />

Activity Date Day<br />

Date of Public Announcement February 10, 2009 Tuesday<br />

Specified Date* February 19, 2009 Thursday<br />

Last date for a <strong>com</strong>petitive bid, if any March 03, 2009 Tuesday<br />

Date by which Letter of Offer will be posted to shareholders March 14, 2009 Saturday<br />

Date of opening of the Offer March 20, 2009 Friday<br />

Last date for Revising the Offer Price / Offer Size March 27, 2009 Friday<br />

Last date for Withdrawing acceptances tendered by shareholders April 01, 2009 Wednesday<br />

Date of closing of the Offer April 08, 2009 Wednesday<br />

Date by which the acceptance/ rejection would be intimated and April 20, 2009 Monday<br />

the corresponding payment for the acquired shares and/or<br />

share certificate for the rejected shares will be dispatched.<br />

* “Specified Date” is only for the purpose of determining the Shareholders as on such date to<br />

whom the letter of offer would be mailed. It is clarified that all owners(registered or unregistered)<br />

of the Shares of the Target (except the Acquirer and Seller/Transferor who own the shares of<br />

JRL) are eligible to participate in the Offer anytime before the closing of the Offer.<br />

Note: Duly Signed Application and Transfer Deed(s) together with share certificate(s) should be<br />

dispatched by Registered Post / Courier or hand delivered to the Registrar to the Offer at above address<br />

to arrive not later than 5.00 p.m. on April 08, 2009.<br />

RISK FACTORS<br />

Risk Factors relating to the Proposed Offer<br />

1) In the event of any litigation leading to stay on the Offer, or SEBI instructing that the Offer should not<br />

be proceeded with, thus the Offer process may be delayed beyond the Schedule of the Major<br />

Activities indicated in this Letter of Offer.<br />

2) The Acquirer makes no assurance with respect to the market price of the shares during/ after the<br />

Offer. Further, the tendered shares will lie with the Registrar who will hold in Trust the Shares /<br />

Share certificates, FOA, if any, and the transfer form/s on behalf of the shareholders of JRL until the<br />

<strong>com</strong>pletion of the Offer formalities. During such period, there may be fluctuation in the market price<br />

of the shares of JRL.<br />

3) In case the shares tendered in the Offer by the shareholders, are more than the shares to be<br />

acquired under the Offer, the acquisition of shares from each shareholder will be as per the<br />

provisions of Regulation 21 (6) of the SEBI (SAST) Regulations on a proportionate basis, in such a<br />

way that the acquisition from a shareholder shall not be less than the minimum marketable lot or the<br />

entire holding if it is less than the marketable lot. Market lot for the Target Company’s share is 100<br />

(Hundred) shares.<br />

4) If the Acquirer is unable to make the payment to the shareholders who have accepted the Offer<br />

within 15 days of the date of closure of the Offer, then SEBI may, if satisfied that the delay in making<br />

the payment was not due to any willful default or neglect of the Acquirer, grant extension of time for<br />

the purpose, subject to the Acquirer agreeing to pay interest to the shareholders for delay beyond 15<br />

days, as may be specified by SEBI from time to time. Further, shareholders should note that after<br />

the last date for Withdrawing acceptances, the shareholders who have lodged the shares will not be<br />

able to withdraw them even if the acceptance of shares under the offer and dispatch of consideration<br />

gets delayed. The tendered shares and documents would be held by the Registrar to the Offer, till<br />

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