LETTER OF OFFER - TakeoverCode.com
LETTER OF OFFER - TakeoverCode.com
LETTER OF OFFER - TakeoverCode.com
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1. DISCLAIMER CLAUSE<br />
"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING <strong>OF</strong> <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER WITH SEBI<br />
SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED,<br />
VETTED OR APPROVED BY SEBI. THE <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER HAS BEEN SUBMITTED TO SEBI FOR<br />
A LIMITED PURPOSE <strong>OF</strong> OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN<br />
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS<br />
REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS <strong>OF</strong> JOY REALITY LIMITED TO TAKE AN<br />
INFORMED DECISION WITH REGARD TO THE <strong>OF</strong>FER. SEBI DOES NOT TAKE ANY<br />
RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS <strong>OF</strong> MR. BHAVIN SONI (“THE<br />
ACQUIRER”) OR JOY REALITY LIMITED ("THE TARGET COMPANY"), WHOSE<br />
SHARES/CONTROL IS PROPOSED TO BE ACQUIRED, OR FOR THE CORRECTNESS <strong>OF</strong> THE<br />
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER. IT SHOULD ALSO<br />
BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE<br />
CORRECTNESS, ADEQUACY AND DISCLOSURE <strong>OF</strong> ALL RELEVANT INFORMATION IN THIS<br />
<strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO<br />
ENSURE THAT ACQUIRER DULY DISCHARGE HIS RESPONSIBILITY ADEQUATELY. IN THIS<br />
BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER – SAFFRON CAPITAL<br />
ADVISORS PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED<br />
FEBRUARY 13, 2009, TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION <strong>OF</strong><br />
SHARES AND TAKEOVER) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THERE<strong>OF</strong>.<br />
THE FILING <strong>OF</strong> THE <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER<br />
FROM THE REQUIREMENT <strong>OF</strong> OBTAINING SUCH STATUTORY CLEARANCES AS MAYBE<br />
REQUIRED FOR THE PURPOSE <strong>OF</strong> THE <strong>OF</strong>FER."<br />
2. DETAILS <strong>OF</strong> THE <strong>OF</strong>FER<br />
2.1 Background of the Offer<br />
a) This offer of 20% (or 12,01,640 equity shares) of the Paid up Share Capital of JRL is made in<br />
terms of Regulation 10 & 12 of SEBI (SAST) Regulations. The Acquirer proposes to be a<br />
majority shareholder pursuant to the Issue and take over the management control of JRL.<br />
b) Bhavin Soni Group represented by Mr. Bhavin Soni (the ‘Acquirer’) have purchased 29,76,550<br />
fully paid up equity shares of Rs. 10 each representing 49.54 % of the fully paid up equity capital<br />
of Joy Reality Limited (formerly known as ’Madhusudan Leasing & Finance Limited’) (hereinafter<br />
referred to as the ‘Target Company’ or ’JRL’) from the majority shareholders of JRL as per the<br />
table mentioned below (hereinafter referred to as ‘the seller/transferor’), at a price of Re. 1<br />
(Rupee One only) per share (‘Negotiated Price’) in cash (the ‘Acquisition’).<br />
The details of shares bought by Bhavin Soni Group are as under:<br />
Sr.<br />
No.<br />
Name and address of the<br />
Buyers<br />
1. Mr. Bhavin Soni<br />
402, Prime Beach, Gandhi<br />
Gram Road, Near ISKCON<br />
Temple, Juhu, Vile Parle<br />
(West), Mumbai – 400 049<br />
No. of<br />
Shares<br />
% of<br />
Share<br />
capital<br />
Name and address of the seller/<br />
transferor<br />
5,52,500 9.20 K.S.R. Financial Consultants &<br />
Investors Private Limited and<br />
Madhusudan Securities Limited<br />
6/A-2 Court Chambers,<br />
35 New Marine Lines,<br />
Mumbai – 400 020<br />
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