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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Bid Letter is being sent to you as a shareholder (Other than those belonging to Promoter Group /Acquirer) of Matheson Bosanquet Enterprises Limited. In case you have recently sold your shares in the company, please hand over this Bid Letter and the accompanying Bid Form to the member of the stock exchange through whom the sale was effected. If you require any clarification in connection with this Bid Letter, you should consult the Manager to the Offer i.e. Systematix Corporate Services Limited or the Registrar to the Offer i.e. Integrated Enterprises (India) Limited.
BID LETTER From
SUA Explosives & Accessories Private Limited (the “Acquirer”) having its Registered Office at “SUA HOUSE”, 26/1, Kasturba Cross Road, Bengaluru‐ 560 001, Karnataka.
Tel. No. +91‐80‐22128186; Fax No. +91‐80‐22244389; Email: [email protected]
inviting you to tender your fully paid‐up equity shares of ` 10/‐ each pursuant to a Reverse Book Building Process (“RBBP”) in accordance with Regulation 10 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (the “Regulations”) of
Matheson Bosanquet Enterprises Limited (“the Company”/ “MBEL”)
having its Registered Office at “SUA HOUSE”, 26/1, Kasturba Cross Road, Bengaluru‐ 560 001, Karnataka. Tel. No. +91‐80‐22128187; Fax No. +91‐80‐22244383; Email: [email protected];
Web: www.mathesonbosanquet.com Floor Price: ` 45/‐ (Rupees Forty‐Five Only) per equity share of face value of ` 10/‐ each
Bid Opens on: February 16, 2011 (Wednesday) Bid Closes on: February 22, 2011 (Tuesday) If you wish to tender your shares to the Acquirer, you should: • Read this Bid Letter and the instructions herein. • Complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Bid Letter which is enclosed at the end of this booklet.
• Ensure that you have credited your shares to the correct Special Depository Account (details of which are set out in this Bid Letter) and obtained an acknowledgement of your instruction to your Depository Participant (the Delivery Instruction) in relation thereto or in case the shares held in physical form execute the transfer deed for the same.
• Submit (a) your Bid Form and (b) a photocopy of your acknowledged Delivery Instruction by hand to relevant Bid Centers set out in this Bid Letter and Shareholders, who are resident in areas where no Bid Centres are located, may submit their Bids by registered post (at their own risk and cost) along with a photocopy of acknowledged delivery instructions for transferring the shares in favour of special depository account of SMC Global Securities Limited so as to ensure that their Bids are delivered to: SMC Global Securities Limited, Premises 7 ‐10, Ground Floor, Gold Tower, # 50(Old no.98), Residency Road, Banker 25, Bengaluru – 560025, Karnataka on or before the Bid Closing Date and upto Bid Closing Time (3.00 P.M.).
MANAGER TO THE OFFER REGISTRAR TO THE OFFER
SYSTEMATIX CORPORATE SERVICES LIMITED JK Somani Building, 2nd Floor, Mumbai Samachar Marg, Fort, Mumbai ‐ 400 001. Tel: +91‐22‐30298281/80; +91‐22‐66198281/80 Fax: +91‐22‐30298029/66198029 Email: [email protected] SEBI Regn. No.: INM 000004224 Contact Person: Mr. Hari Surya / Amit Kumar
INTEGRATED ENTERPRISES (INDIA) LIMITED No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram, Bengaluru ‐ 560 003. Tel. No. +91‐80‐23460815 to 818; Fax No. +91‐80‐23460819 Email: [email protected], SEBI Regn. No.: INR 000000544 Contact Person: Mr. S. Vijaygopal
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SCHEDULE OF ACTIVITIES ACTIVITY
DAY AND DATE *
Issue of Public Announcement Tuesday, February 01, 2011 Specified Date Friday, February 04, 2011 Letter of Offer/Bid Letter cum Bid Form to be Posted on or before to the shareholders
Wednesday, February 09, 2011
Bid Opening Date Wednesday, February 16, 2011 Last Date of Revision (upwards) or withdrawal of bids Monday, February 21, 2011 Bid Closing Date Tuesday, February 22, 2011 Public Announcement with details of the Discovered price, the Acquirer acceptance/Non acceptance and the Exit Price, if any
Monday, March 07, 2011
Final date For payment of consideration # Wednesday, March 09, 2011 Return of Equity Shares to shareholders in case of failure of Delisting Offer/Bids have not been accepted
Wednesday, March 09, 2011
* Changes to the proposed timetable, if any, will be notified to shareholders by way of a corrigendum to the Public Announcement in the same newspapers where the Public Announcement has been issued. # Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer.
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TABLE OF CONTENTS PAGE NO.
1. BACKGROUND OF THE DELISTING OFFER 06
2. NECESSITY AND OBJECTIVE OF DELISTING 07
3. BACKGROUND OF THE ACQUIRER 07
4. BACKGROUND OF THE COMPANY 08
5. STOCK EXCHANGES FROM WHICH SHARES ARE TO BE DELISTED 09
6. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 09
7. LIKELY POST DELISTING CAPITAL STRUCTURE AND SHAREHOLDING 09
8. MANAGER TO THE DELISTING OFFER 09
9. REGISTRAR TO THE DELISTING OFFER 10
10. INFORMATION REGARDING STOCK MARKET DATA 10
11. DETERMINATION OF THE FLOOR PRICE 10
12. DETERMINATION OF THE DISCOVERED/EXIT PRICE 11
13. CONDITIONS TO THE DELISTING OFFER 12
14. MINIMUM ACCEPTANCE AND CONDITIONS FOR SUCCESS OF THE OFFER 12
15. DATES OF OPENING AND CLOSING OF BID PERIOD 12
16. DETAILS OF TRADING MEMBER AND THEIR BIDDING CENTRES 12
17. PROCEDURE FOR BIDDING 13
18. DETAILS OF ESCROW ACCOUNT AND SETTLEMENT PERIOD 15
19. PERIOD FOR WHICH OFFER SHALL BE VALID 16
20. PROPOSED TIME TABLE FOR THE OFFER 16
21. TAX DEDUCTED AT SOURCE 17
22. STATUTORY AND REGULATORY APPROVALS 17
23. CERTIFICATION BY BOARD OF THE COMPANY 17
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24. COMPLIANCE OFFICER 18
25. DISCLAIMER CLAUSE OF BSE 18
26. GENERAL DISCLAIMER 18
27. DECLARATION BY THE ACQUIRER 19
ANNEXURE
1. BID FORM 21
2. BID REVISION CUM WITHDRAWAL FORM 31
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KEY DEFINITIONS
TERM DEFINITION
Acquirer SUA Explosives & Accessories Private Limited
BSE Bombay Stock Exchange Limited, Mumbai
CDSL Central Depository Services (India) Limited
Company Matheson Bosanquet Enterprises Limited
Delisting Regulations SEBI (Delisting of Equity Shares) Regulations, 2009
Discovered Price Minimum price payable by the Acquirer for the Offer Shares it intends acquires pursuant to the Offer, as determined in accordance with the SEBI Regulations, being the price at which the maximum numbers of Offer Shares are tendered
Escrow Bank Canara Bank, Cantonment Branch, M.G. Road, Bengaluru
Exit Price The price finally accepted or offered by the Acquirer (which
may be the Discovered Price or a price higher than the
Discovered Price)
FEMA Foreign Exchange Management Act, 1999
Floor Price ` 45.00 per Equity Share
Manager to the Offer Systematix Corporate Services Limited
MSE Madras Stock Exchange Limited, Chennai
NSDL National Securities Depository Limited
PA Public Announcement
Shareholders All Shareholders of MBEL other than Promoters
RBBP Reverse Book‐Building Process
RBI Reserve Bank of India
Registrar to the Offer Integrated Enterprises (India) Limited
SEBI Securities and Exchange Board of India
Trading Member SMC Global Securities Limited
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Dear Shareholder,
Invitation to tender your Equity Shares in Matheson Bosanquet Enterprises Limited
(hereinafter referred to as the "Company" or "MBEL") The Acquirer, a part of Promoter’s Group are pleased to invite you to tender, on the terms and subject to the conditions set out below, your fully paid‐ up equity shares in the company (the "Equity Shares") pursuant to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulat ions, 2009 (the "Regulations").
1. BACKGROUND OF THE DELISTING OFFER 1.1 MBEL is a public limited company incorporated under the Companies Act VII of 1913 and having
Registered Office at “SUA HOUSE”, 26/1, Kasturba Cross Road, Bengaluru ‐ 560 001, Karnataka, India. Tel. No. +91‐80‐22128187; Fax No. +91‐40‐22244383; Email: [email protected]. The Equity shares of the Company are presently listed on Madras Stock Exchange Limited (“MSE”).
1.2 The Paid up equity share capital of the Company is ` 146.21 Lac comprising of 14,62,085 equity shares of ` 10/‐ each. As on the date of the PA, the Acquirer along with other members of the Promoter Group of the Company jointly hold 11,92,166 equity shares representing 81.54 % of the paid‐up equity capital of the Company.
1.3 The Acquirer, a part of the Promoter group is now making this voluntary Offer to acquire 2,69,919 fully paid up equity shares of ` 10/‐ each of the Company representing 18.46 % of the paid up equity share capital (i.e. non‐Promoter holding) of the Company at a Price to be determined under the Reverse Book Building Process (“RBBP”), subject to terms and conditions mentioned hereafter.
1.4 Accordingly, a special resolution has been passed in this regard by the shareholders of the Company through postal ballot, whereof the results were declared on July 26, 2010 approving the delisting of the Company’s equity shares, pursuant to the provisions of Delisting Regulations. The votes cast by the Public Shareholders in favour of the Delisting Offer were more than two times the number of votes cast by the Public Shareholders against it.
1.5 The Public Announcement is being issued in the following newspapers as required under the Regulations.
Newspaper Language Editions
The Financial Express English All India Jansatta Hindi All India
Tamil Sudaar Tamil Chennai
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2. NECESSITY AND OBJECTIVE OF DELISTING
The Acquirer believes that the delisting of the shares of the Company will provide full ownership over the Company, which in turn offers more flexibility and greater efficiency in the operations and day‐to‐day management of the Company. Also, there has been no trading in the equity shares of the Company since 1996 on MSE. Delisting will reduce compliances of the Company and at the same time provide an exit opportunity for the Public Shareholders of the Company.
3. BACKGROUND OF THE ACQUIRER
3.1 SUA Explosives and Accessories Private Limited (“SUA”) was incorporated on 23rd October 1989 under the Companies Act, 1956 in the State of Tamilnadu. As per the order of Company Law Board, Southern Region Bench, Chennai dated 01/09/1997 and as per the certificate of confirmation dated 26/02/1998 from the Registrar of Companies, Karnataka the registered office of SUA was shifted from the State of Tamilnadu to State of Karnataka.
3.2 The registered office of SUA is situated at “SUA HOUSE”, 26/1, Kasturba Cross Road, Bengaluru ‐ 560
001, Karnataka, India. Tel. No. +91‐80‐22128186; Fax No. +91‐80‐22244389; Email: [email protected]
3.3 The authorized share capital of SUA as on date of the PA is ` 5,00,00,000 comprising of 50,00,000
equity shares of ` 10/‐ each. The issued, subscribed and paid up capital of SUA is ` 90,00,230 comprising of 9,00,023 shares of ` 10/‐ each. There are no partly paid up equity shares in SUA.
3.4 Presently SUA is a manufacturer of Industrial Explosives and accessories like PETN, Detonating Cords,
Cast Boosters and Slurry Explosives. 3.5 Brief financials of SUA are as under:
(` In Lacs)
Particulars 31/03/2008 (Audited)
31/03/2009 (Audited)
31/03/2010 (Audited)
For the period ended
30.09.2010 (Unaudited)
Equity capital 90.00 90.00 90.00 90.00Reserves & surplus excluding Revaluation Reserves
927.15 1259.36 1929.40 2043.43
Total Income 2125.03 3537.34 4245.42 1331.59Profit after tax 72.47 332.21 670.04 114.03Net worth 1017.15 1349.36 2019.40 2133.43
3.6 The Acquirer is proposing to acquire the equity shares of MBEL from the public shareholders and to
provide them an Exit Opportunity in accordance with the Delisting Regulations, as the equity shares of MBEL are listed only at MSE and not listed at any other Stock Exchange having nationwide trading terminals.
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3.7 The Acquirer hereby invites all the public shareholders of MBEL to bid in accordance with the Reverse Book Building Process and on the terms and subject to the conditions set out herein, all of their equity shares of MBEL, being 2,69,919 fully paid up equity shares of ` 10/‐ each representing 18.46 % of the paid up share capital of MBEL.
4. BACKGROUND OF THE COMPANY 4.1 Matheson Bosanquet Enterprises Limited (MBEL) was incorporated as a limited company on 15th June
1951 under the Indian Companies Act VII of 1913 under the name of “The Park‐side (Neilgherry Hills) Estate Company Limited”. On 2nd September 1987 the name of the Company was changed to “Park side Explosives and Industries Limited”. Later the name of the Company was changed to “Matheson Bosanquet Enterprises Limited” on 12th March 1997. On 17th August 1998 the Registered Office of the Company was shifted from the State of Tamilnadu to State of Karnataka. Presently the Registered Office of the Company is situated at “SUA HOUSE”, 26/1, Kasturba Cross Road, Bengaluru ‐ 560 001, Karnataka, India. Tel. No. +91‐80‐22128187; Fax No. +91‐80‐22244383; Email: [email protected].
4.2 The Company was incorporated with the Objects of “To acquire and take over the undertaking of the
Parkside (Neilgherry Hills) Estate Company Limited and with a view thereto to acquire all or any of the property debts and liabilities of that company” and “To purchase, take on lease, or in exchange, hire or otherwise acquire any estate or estates, land or lands in India, the Island of Ceylon or elsewhere any right of way, water right, and other rights, privileges and easements and concessions, and any factories, machinery, implements, tools, live and dead stock, stores, effects, and other property real or personal, immovable or movable of any kind”.
4.3 The authorized equity share capital of the Company as on the date of the PA comprises of 20,00,000
equity shares of ` 10/‐ each aggregating to ` 200.00 Lacs. The issued, subscribed and paid up Equity Share Capital of the Company as on the date of the PA comprises of 14,62,085 of ` 10/‐ each aggregating to ` 146.21 Lacs. There are no partly paid up equity shares in the Company.
4.4 There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly
convertible debentures etc., which are convertible into equity shares at any later date. There are no equity shares, which are under lock‐in.
4.5 MBEL has four subsidiary companies namely Comtec Components Limited, Kankhal Estates Private
Limited, Yettinahole Hydro Electric Co., Private Limited and M.B. Leisure Tours Private Limited. 4.6 A brief summary of the stand alone financial performance of the Company is provided below:
(` in Lacs) Particulars 31/03/2008
(Audited) 31/03/2009 (Audited)
31/03/2010 (Audited)
For the period ended
30.09.2010 (Unaudited)
Equity capital 146.21 146.21 146.21 146.21Reserves & surplus excluding Revaluation Reserves
1535.65 1691.14 1709.23 1653.42
Total Income 637.56 1106.79 1366.06 745.06Profit after tax 61.77 155.49 18.08 (55.81)Net worth 1681.86 1837.35 1855.44 1799.63
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4.7 A brief summary of the consolidated financial performance of the Company is provided below: (` in Lacs)
Particulars 31/03/2008 (Audited)
31/03/2009 (Audited)
31/03/2010 (Audited)
Equity capital 146.21 146.21 146.21 Reserves & surplus excluding Revaluation Reserves
3976.75 4461.47 4872.08
Total Income 637.56 1051.47 1396.33Profit after tax 26.79 119.29 (19.06)Net worth 4122.96 4607.68 5018.29
5. STOCK EXCHANGES FROM WHICH THE EQUITY SHARES ARE TO BE DELISTED 5.1 The Shares of the Company are currently listed in Madras Stock Exchange Limited. The Shares of MBEL
are infrequently traded on stock exchange as per the Regulations. 5.2 The Acquirer is seeking to delist the equity shares of the Company from MSE and “in‐principle”
approval from MSE is obtained vide letter no MSE/LD/PSK/731/483/10 dated 19th October 2010.
6. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY
The shareholding pattern of the Company as on the date of the Public Announcement is as follows: Particulars No. of Shares % of Fully Paid up Share
Capital Promoters & Promoter Group
- Individuals - Body Corporate
8,90411,83,262
0.6180.93
Total Promoter Holdings (A) 11,92,166 81.54Total Public Holding (B) 2,69,919 18.46Grand Total (A+B) 14,62,085 100.00
7. LIKELY POST DELISTING CAPITAL STRUCTURE
The likely post‐delisting capital structure of the Company, assuming all the Offer Shares are acquired pursuant to the Delisting Offer will be as follows: Particulars No. of Shares % of Fully Paid up Share
Capital Promoters & Promoter Group 14,62,085 100.00Total 14,62,085 100.00
8. MANAGER TO THE DELISTING OFFER
The Acquirer has appointed Systematix Corporate Services Limited having their Corporate Office at JK Somani Building, 2nd Floor, British Hotel Lane, Fort, Mumbai – 400001 as Manager to the Delisting Offer (“Manager to the Offer”).
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9. REGISTRAR TO THE DELISTING OFFER The Acquirer has appointed Integrated Enterprises (India) Limited having their branch office at No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram, Bengaluru ‐ 560 003 as Registrar to the Delisting Offer (“Registrar to the Offer”).
10. INFORMATION REGARDING STOCK MARKET DATA
The equity shares are infrequently traded on the MSE within the meaning of explanation to Regulation 15 (2) of the Regulations. There has been no trading in the equity shares of MBEL on MSE since the year 1996.
11. DETERMINATION OF THE FLOOR PRICE 11.1 The Regulations require the determination of a “Floor Price” for the Shares to be acquired pursuant to
the Reverse Book‐Building Process (“RBBP”) as specified in the Schedule II of the Regulations. 11.2 The equity shares have not been traded on MSE since the year 1996. 11.3 The equity shares are infrequently traded on MSE within the meaning of explanation to Regulation
15(2) of the Regulations. As per Regulation 15 (3) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the Floor price has been determined as under: a. Highest Price paid by the Acquirer for
acquisition, if any, including by way of allotment in a public or rights issue or preferential allotment during the 26 weeks prior to the date of Board Meeting were notified to the stock exchange considering the delisting proposal and after the date up to the date of public announcement.
Not Applicable
b. Other Financial Parameters Based on the audited financial data for the year ended on March 31, 2010
Based on the Unaudited Financial Data for the Six Months period ended on September 30, 2010
1. Return on Net worth (%) 0.97 (3.10)2. Book Value per share (`) 126.90 123.093. Earnings Per Share (`) 1.24 (3.82)4. Price Earning Multiple
(The average industry PE for the sector in which MBEL operates is 20.40) Source: Capital Market Journal dated Jan 10–23, 2011
36.29 Not Applicable
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M/s Maharaj N R Suresh and Co, Chartered Accountants, Trustpuram, Chennai, Tel no: +91‐ 44‐24801322 vide their report (signed by Mr. K.V. Srinivasan, Partner, Membership no. 204368) dated 05/01/2011 have calculated the fair value of equity shares of MBEL. The extracts are as follows:
Hence, by applying the said method and assigning due weights, the Fair Value of the fully paid up Equity Share ` 10/‐ each of Matheson Bosanquet Enterprises Limited comes at ` 40/‐ (Rupees Forty only). Based on the above, the acquirer in consultation with the Manager to the Offer has set the floor price at ` 45/‐ (Rupees Forty Five Only) per share and is prepared to acquire and agree to accept the shares at the floor price of ` 45/‐ (Rupees Forty Five Only) subject to Regulations as applicable.
11.4 Taking the above factors in to consideration, the floor price as computed by the Acquirer and Manager to the Offer is ` 45/‐ (“Floor Price”) per share.
11.5 The Acquirer reserves the right not to acquire the offered shares at any higher price established pursuant to the Reverse Book‐Building Process set forth in the Regulations.
12. DETERMINATION OF THE DISCOVERED / EXIT PRICE
12.1 All Public Shareholders may tender their equity shares during the Bid Period (as defined in paragraph
15 herein below). 12.2 In accordance with the Regulations, the price payable by the Acquirer for the equity shares they
propose to acquire pursuant to the RBBP will not be less than the price at which the maximum number of equity shares has been tendered (the “Discovered Price”) pursuant to the RBBP.
12.3 The Acquirer is obligated to accept the Discovered Price if it is equal to the Floor Price, but is under no
obligation to accept the Discovered Price if it is higher than the Floor Price. The Acquirer may at its discretion, acquire the equity shares at the Discovered Price if it is higher than the Floor Price or at a price higher than the Discovered Price. The price so accepted by the Promoter (not less than the Discovered Price) is referred to as the Exit Price (the “Exit Price”).
12.4 The Acquirer shall announce the Discovered Price and its decision to accept or reject the Discovered
Price and if accepted also announce the Exit Price as applicable, in the same newspapers in which the PA appeared, in accordance with the timetable set out at Para 20.
12.5 Once the Acquirer accepts the Exit Price, the Acquirer will acquire, subject to the terms and conditions
of the PA, including but not limited to fulfillment of the conditions mentioned in paragraph 13 below,
Sr. No. Method Amount per Share (`)
Weights Product
1. Book Value 126.90 1 126.90 2. EPS Method (4.79) 2 (9.57) 3. Last Traded Price Nil Nil Nil Total 3 117.33
Fair Value Per Share (`) 39.11 Rounded off (`) 40.00
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all the equity shares tendered up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such equity share tendered.
13. CONDITIONS TO THE DELSITING OFFER
The acquisition of shares by the Acquirer and the delisting of the Company pursuant to the Offer are conditional upon:
13.1 The Acquirer accepts the Discovered Price or offering an Exit Price.
13.2 The Acquirer obtains all requisite statutory and regulatory approvals as listed in paragraph 22 of this Bid Letter.
13.3 No amendments to the Regulations or any applicable regulations or any order from a Court or a competent regulatory authority, which would prejudice the Acquirer from proceeding with the Delisting Offer.
14. DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE OFFER
This Delisting Offer made shall be deemed to be successful if post offer, the shareholding of the Promoter taken together with the equity shares accepted in RBBP through eligible bids at the Exit Price, reaches at least 13,27,126 equity shares constituting 90.77% of the total issued and paid‐up equity share capital being the aggregate percentage of pre‐offer promoter shareholding and fifty per cent of the Offer size.
15. DATES OF OPENING AND CLOSING OF BID PERIOD 15.1 The bid period during which the Eligible Shareholders may tender their equity shares pursuant to the
RBP (the “Bid Period”) shall commence at 10.00 A.M. on February 16, 2011 (the “Bid Opening Date”) and closes at 3.00 P.M. on February 22, 2011 (the “Bid Closing Date”). Any change to the Bid Period will be notified by way of a corrigendum in the newspapers where the PA is published.
15.2 Bids received after 3.00 p.m. on the Bid Closing Date may not be considered for the purpose of
determining the Discovered Price payable for the equity shares by the Acquirer pursuant to the RBBP. 15.3 A letter inviting the Eligible Shareholders (along with necessary forms and detailed instructions) to
tender their equity shares by way of submission of “Bids” (the “Bid Letter”) will be dispatched as indicated in clause 16 below.
16. DETAILS OF THE TRADING MEMBER AND THEIR BIDDING CENTRES 16.1 The Public Shareholders may submit their bids after completing the Bid form, through an on‐line
electronic system facility, which will be provided by Bombay Stock Exchange Limited (“BSE”). In this regard the Acquirer has appointed a trading member to facilitate the lodging of Bids by and on behalf of Public shareholders. The Name and Address of the Trading member is as follows:
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SMC Global Securities Limited (“Trading Member”) Dheeraj Sagar Co‐operative Housing Society, First Floor, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400 064 Tel. No. +91‐22‐ 67341600‐30; Fax No. +91‐22‐ 28805606 Contact Person: Mr. Prabir Kumar singh E‐mail: [email protected]
16.2 The details of the centers of the Trading Member mentioned above, where the Bids could be submitted by hand delivery (the “Bid Centers”) are as follows:
Sr. No. Branch Address of the Branch Contact Person Contact Details
1. Bengaluru Premises 7 ‐10, Ground Floor, Gold Tower, # 50(Old no.98), Residency Road, Banker 25, Bengaluru ‐ 560025
Mr. V Mahesha Tel: 080‐40910034/37 080‐40910191/92
2. Coimbatore No.204 A, 2nd Floor, Raheja Centre, Avinashi Road, Coimbatore ‐641018
Mr. Senthil Tel: 0422‐4351725‐27
3. Chennai 2A, 2nd Floor, Mookambika Complex, 4, Lady Desi, Kachari Road, Mylapore, Chennai – 600004
Mr. Murli Tel: 044‐39109100/122 Fax: 044‐39109111
4. Delhi 11/6B, Shanti Chamber, Pusa Road, New Delhi ‐110005
Mr. Devendra Mani Dwivedi
Tel: 011‐30111000 Fax: 011‐25754365
5. Kolkata 18, Rabindra Sarani,Poddar Court, Gate No.‐4, 4th Floor, Kolkata‐700001
Mr. N. N. Rao / Mr. Sankit
Tel: 033‐39847000/ 04 Fax: 033‐39847004
6. Mumbai Dheeraj Sagar co‐operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad(west), Mumbai – 400064
Mr. Prabir Kumar Singh
Tel: 022‐67341600 – 30 Fax: 022‐28805606
7. Surat 801,Empire State Building, Near HDFC BANK, Ring Road, Udhana Darwaja, Surat – 395002
Mr. Viren Reshamwala
Tel: 0261‐3926534/ 3926543‐47
17. PROCEDURE FOR BIDDING 17.1 The Public Shareholders may submit their Bids by completing the Bid Forms accompanying their
Bid letters to the Trading member at any of the Bid Centers set out above by hand delivery on or before the prescribed time on the Bid Closing Date. The Trading Member will register the Bid through an on‐line electronic system provided by Bombay Stock Exchange Limited. Bid Forms must
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be delivered to the Bid Centers during the following hours: 10.00 A.M. to 3.00 P.M. during the Bid Period February 16, 2011 (the “Bid Opening Date”) and closes at 3.00 P.M. on February 22, 2011 (the “Bid Closing Date”). Necessary documents required (as mentioned under Para 17.6 and 21 of the Public Announcement) must be enclosed with the Bid Form.
17.2 Public Shareholders (in particular those shareholders who are resident in areas where no Bid Centers
are located) may also submit their Bids by Registered Post (at their own risk and cost) with the envelope marked “Matheson Bosanquet Enterprises Limited ‐ Delisting Offer” so as to ensure that their Bids are delivered on or before the prescribed time on the Bid Closing Date to the nearest Bidding Centre or to SMC Global Securities Limited, Premises 7 ‐10, Ground Floor, Gold Tower, # 50(Old no.98), Residency Road, Banker 25, Bengaluru ‐ 560025.
17.3 Necessary documents required must be enclosed and the envelope should be marked “Matheson
Bosanquet Enterprises Limited ‐ Delisting Offer”. Under no Circumstances the Bids should be dispatched to the Acquirer or the Company or the Manger to the Offer or the Registrar to the Offer.
17.4 The Manager to the Offer has opened a special depository account (the “Special Depository
Account”), details of which are as follows: Special Depository Account Name Matheson Bosanquet Enterprises Limited ‐
Delisting Escrow A/C ‐SCSL Name of the Depository Participant SAM Global Securities Limited ‐ Mumbai MainName of the Depository CDSL Depository Participant Identification Number 12027000 Client Identification Number 00132404
17.5 In order for Bids to be valid, Public Shareholders, who hold equity shares in dematerialised form,
should transfer their equity shares from their respective depository accounts to the Special Depository Account of the Manager to the Offer.
17.6 All transfers should be in “off‐market” mode. A photocopy of the delivery instructions or counterfoil
of the delivery instructions submitted to the depository participant of the Public Shareholder’s depository account and duly acknowledged by such depository participant crediting the Public Shareholder’s equity shares to the Special Depository Account should be attached to the Public Shareholder’s Bid. Alternately Public Shareholders may mark a pledge for the same to the Manager to the Offer in favour of the said account.
17.7 Public shareholders who hold their equity shares through NSDL will have to execute an inter‐
depository delivery instruction for the purpose of crediting their equity shares in favour of the Special Depository Account of the Manager to the Offer.
17.8 It is the responsibility of Public Shareholders to ensure that their equity shares are credited to the
Special Depository Account on or before the closing hours of Bid Closing Date. 17.9 In order for Bids to be valid, the Public Shareholders who hold equity shares in physical form should
send their Bid Form together with the share certificate and duly executed transfer deed to the Trading Member.
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17.10 The Manager to the Offer will hold in trust the equity shares/share certificates, equity shares lying in credit of the special depository account and the transfer form(s), until the Promoter completes its obligations under the Delisting Offer in accordance with the Regulations.
17.11 The ISIN for the equity shares of the Company is INE021K01017. 17.12 If any Public Shareholders fail to receive or misplace the Bid Letter, a copy may be obtained by
writing to the Registrar to the Offer at their address given herein, clearly marking the envelope “Matheson Bosanquet Enterprises Limited ‐ Delisting Offer”. Alternatively, such Public Shareholder may obtain copies of Bid Forms at the Bid Centers.
17.13 The equity shares to be acquired under this Delisting Offer are to be acquired free from all liens,
charges and encumbrances and together with all rights attached thereto. The equity shares are subject to any charge, lien or encumbrance is liable to be rejected.
17.14 It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all
requisite approvals (including corporate, statutory and regulatory approvals) prior to tendering their equity shares in the Delisting Offer and the Acquirer shall take no responsibility for the same. The Public Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the equity shares failing which the Bid may be considered invalid and may be liable to be rejected. The Public Shareholders should attach a copy of any such approval to the Bid.
17.15 In accordance with Clause 5 of Schedule II of the Delisting Regulations, Public Shareholders who
have tendered their equity shares by submitting Bids pursuant to the terms of the PA and the Offer Letter, may withdraw or revise their Bids upwards not later than one day before the Bid Closing Date. Downward revision of Bids shall not be permitted. Any such request for revision or withdrawal of the Bids should reach the Trading Member on or before 3.00 p.m. as on one day before Bid Closing Date. Any such request for revision or withdrawal Bids received after 3.00 p.m. on one day before the Bid Closing Date may not be accepted.
18 DETAILS OF ESCROW ACCOUNT AND SETTLEMENT PROCEDURE 18.1 The estimated consideration payable under the Regulations, being the Floor Price of ` 45/‐ per equity
share multiplied by the number of equity shares outstanding with the public shareholders (i.e. 2,69,919 equity shares) is ` 1,21,46,355/‐ (Rupees One Crore Twenty One Lac Forty Six thousand Three Hundred and Fifty Five Only).
18.2 In accordance with the Regulations, the Acquirer has opened an escrow account with Canara Bank,
Cantonment Branch, M.G. Road, Bengaluru – 560 001 (the “Escrow Banker”). The Escrow Account No. 0404201011947 consists of a Cash deposit of 1,21,46,355/‐ (Rupees One Crore Twenty One Lac Forty Six thousand Three Hundred and Fifty Five Only) representing 100% of the estimated consideration payable as calculated in paragraph 18.1 above. A lien has been marked on the said Escrow Account in favour of the Manager to the Offer by the escrow banker. The Manager to the Offer has been solely authorized by the Acquirer to operate and realize the value of Escrow Account in terms of the Regulations.
16
18.3 If the Acquirer accept the Discovered Price or offer an Exit Price, the Acquirer will open a special account with Escrow Banker and transfer thereto, the entire amount due and payable as consideration in respect of the equity shares tendered in the Delisting Offer at the Discovered Price or Exit Price, as appropriate.
18.4 All the Public Shareholders whose bids are verified to be genuine shall be paid the Exit Price stated
in the public announcement within ten working days from the closure of the offer by way of a crossed account payee cheque/ demand draft/ pay order. All cheques/ demand drafts will be drawn in the name of the first holder, in case of joint holder(s).
18.5 Share certificates for any invalid bid, will be dispatched to the shareholders by registered post or by ordinary post as the case may be*, at the shareholder’s sole risk. Equity shares held in dematerialised form for any invalid bid will be credited back to the respective beneficiary account with their respective DPs as per the details furnished by the beneficial owners in the Bid Form.
* Dispatches involving payment of a value in excess of ` 1,500 will be made by registered post at the shareholder’s sole risk. All other dispatches will be made by ordinary post at the shareholder’s sole risk.
19. PERIOD FOR WHICH OFFER SHALL BE VALID The public shareholders may submit their bids to the bid centers during the Bid Period. Once the
shares have been delisted, any public shareholder, whose shares have not been acquired by the Acquirer, may offer their shares for sale to the Acquirer at the Exit Price for a period of one year following the date of delisting.
20. PROPOSED TIMETABLE FOR THE OFFER ACTIVITY
DAY AND DATE
Issue of Public Announcement Tuesday, February 01, 2011 Specified Date Friday, February 04, 2011 Letter of Offer cum Bid Form to be Posted on or before to the shareholders
Wednesday, February 09, 2011
Bid Opening Date Wednesday, February 16, 2011 Last Date of Revision (upwards) or withdrawal of bids Monday, February 21, 2011 Bid Closing Date Tuesday, February 22, 2011 Public Announcement with details of the Discovered price, the Acquirer acceptance/Non acceptance and the Exit Price, if any
Monday, March 07, 2011
Final date For payment of consideration # Wednesday, March 09, 2011 Return of Equity Shares to shareholders in case of failure of Delisting Offer/Bids have not been accepted
Wednesday, March 09, 2011
# Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer.
Future dates are subject to change and are also dependent on obtaining the requisite statutory and regulatory approvals. Changes to the proposed timetable, if any, will be notified by way of a corrigendum to the Public Announcement in the same newspapers where the Public Announcement was issued.
17
21. TAX DEDUCTED AT SOURCE
While tendering Shares in the Delisting Offer, non resident shareholders are required to submit No Objection Certificate (“NOC”) / Tax Clearance Certificate (“TCC”) from Income Tax authorities indicating the amount of tax to be deducted by the Acquirer before remitting the consideration,. In case the aforesaid NOC / TCC is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the category of shareholders, on the entire consideration amount payable to such shareholders. The Acquirer reserves the right to reject such tenders from non‐resident shareholders, where the aforesaid NOC / TCC are not submitted. As per the extant provisions of the Income Tax Act, 1961 (“Income Tax Act”), no deduction of tax at source shall be made before remitting the consideration for Shares held under “investment / capital account” and tendered under the Offer by Foreign Institutional Investors (“FIIs”) as defined in the Income Tax Act. This exemption is not available for payment of consideration in respect of Shares held by FIIs under their “trade accounts”. The FII shareholders should certify in the Bid Form whether the Shares are held by them on Investment / capital account or on trade account. Tax will be deducted at full rate on Exit Price if the FII fails to certify in the Bid Form that the Shares are held by it on investment / capital account.
Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice.
The tax rates and other provisions may undergo changes. 22. STATUTORY AND REGULATORY APPROVALS 22.1 The Company has obtained the approval of its Shareholders by way of Postal Ballot pursuant to SEBI
(Delisting of Equity Shares) Regulations, 2009 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 for the purpose of passing the Special Resolution for delisting of Equity shares of the Company from MSE.
22.2 To the best of the Knowledge of the Acquirer, as on the date of the PA there are no Statutory or
Regulatory approvals required to acquire the shares, other than those indicated above. 22.3 If any statutory or regulatory approval is or become applicable, the Offer will also be subject to such
statutory approval. The Acquirer reserves the right to withdraw the Delisting Offer in the event all or any of the statutory approval is refused.
22.4 It shall be the responsibility of the shareholders to obtain all requisite approvals (including corporate,
statutory or regulatory approvals), if any prior to tendering their shares in the Offer. The Acquirer assumes no responsibility for the same.
23. CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY 23.1 The Company has not raised any capital by issuing securities during the last five years preceding the
date of the PA.
18
23.2 All material information which is required to be disclosed under the provisions of continuous listing requirement under the Listing Agreement has been disclosed to the Stock Exchanges.
24. COMPLIANCE OFFICER Mr. S.R.Kalyanam, Vice President & Company Secretary, “SUA HOUSE”, 26/1, Kasturba Cross Road, Bengaluru ‐ 560 001
Tel. No: +91‐80‐22128350, Fax No: +91‐80‐22244383 E‐mail: [email protected]
25 DISCLAIMER CLAUSE OF BSE 25.1 It is to be distinctly understood that the permission given by BSE to use their electronic automated
facilities and infrastructure for "Online reverse book building facility for delisting of securities" should not in any way be deemed or construed that the compliance with various statutory and other requirements by ‘Matheson Bosanquet Enterprises Limited’ and the Manager to the Offer etc. are cleared or approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does BSE has any financial responsibility or liability nor does BSE take responsibility in any way for the financial or other soundness of the Company, its promoters or its management."
25.2 It is also to be distinctly understood that the approval given by BSE should not in any way be deemed
or construed to mean that the public announcement has been cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the announcements, nor does BSE warrant that the securities will be delisted.
25.3 That every person who desires to avail of the exit opportunity may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against BSE / Clearing House of BSE or against the Investor Protection Fund set up by BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such offer and tender of securities through book building process whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
26. GENERAL DISCLAIMER 26.1 In Accordance with paragraph 5 of Schedule II to the Delisting Regulations, the Public Shareholders
who have tendered their shares by submitting Bids Pursuant to the terms of the PA and the Bid Letter may revise or withdraw their bids prior to the prescribed time on the Bid closing date.
26.2 The Acquirer will inform Public shareholder by way of Public announcement in the same Newspapers
where the PA has been published, of any changes to the information set out in the PA. 26.3 Every person who desires to participate in the Offer may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the Acquirer, The Manager to the Offer or the Company whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with the Offer and tender their shares through RBP or subsequently.
19
27. DECLARATION BY THE ACQUIRER The Acquirer accepts full responsibility for the information contained in Public Announcement made
in this regard, Letter of Offer and also for ensuring compliance with the Regulations. For SUA Explosives & Accessories Private Limited Sd/‐ Sd/‐ (B.K. Sarronwala) (Abhishek Poddar) Director Director Date: February 5, 2011 Place: Bengaluru. Attached: Form of Bidding/Tender Form both for Dematerialization and Physical Shares and Bid Revision‐cum‐Withdrawal Form
20
21
BID CUM ACCEPTANCE FORM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please read this document along with the Public Announcement dated February 1, 2011 (“PA”) and the Offer Letter dated February 5, 2011 (“Offer Letter”) issued by M/s SUA Explosives & Accessories Private Limited (“the Acquirer”) since the terms and conditions of the PA and the Offer Letter are deemed to have been incorporated in and form part of this document. Unless the context otherwise requires, expressions in this document have the same meanings as referred in the PA and the Offer Letter)
For tender of Equity Shares of face value ` 10/‐ each of MATHESON BOSANQUET ENTERPRISES LIMITED pursuant to the Delisting Offer by the Acquirer
(To be filled by the Trading Member namely SMC Global Securities Limited)
Bid Centre
Application Number
Date
Date ________________
To, SMC Global Securities Limited Dear Sirs,
Re: Delisting Offer of equity shares of “Matheson Bosanquet Enterprises Limited” (‘the Company”/”MBEL”) through Reverse Book Building Process at a Floor Price of ` 45/‐ each
1. I/We having read and understood the terms and conditions set out below, in the Public
Announcement dated February 1, 2011 and in the letter of offer dated February 5, 2011 hereby
tender my/our shares in response to the said Delisting Offer.
2. I/We understand that the trading member to whom this Bid / Form is sent is authorised to tender
the shares on my/our behalf and the shares tendered under this delisting offer, shall be held in trust
by the Manager to the Offer until the time of the dispatch of payment of consideration calculated at
Exit/Final Price and/or the unaccepted shares are returned.
DELISTING OFFER
Bid Period Opens on Wednesday 16.02.2011 10.00 A.M.
Bid Period Closes on Tuesday 22.02.2011 3.00 P.M.
Last Date for Revision or withdrawal of bids Monday 21.02.2011 3.00 P.M.
22
3. I/We hereby undertake the responsibility for the bid form and the shares tendered under this
delisting offer and I/We hereby confirm that the Acquirer / Manager/ Registrar/ Trading Member
shall not be liable for any delay / loss in transit resulting into delayed receipt or non receipt of the
bid form alongwith all requisite documents, by the trading member or delay/failure in credit of
shares to the Special Depository Account within due time, due to inaccurate/incomplete
particulars/instructions or any reason whatsoever.
4. I/We understand that this Bid is in accordance with the SEBI (Delisting of Equity Shares) Regulations,
2009 and all other applicable laws, by way of Book Building Method and the Acquirer is not bound
to accept the discovered price.
5. I/We also understand that the payment of consideration will be paid after due verification of bids,
documents and signatures.
6. I/We hereby confirm that I have never sold or part/dealt with in any manner with the shares
tendered under this delisting offer and these shares are free from any lien, equitable interest,
charges and encumbrances, whatsoever.
7. I/We hereby declare that there are no restraints/injunctions, or other order of any nature which
limits/restricts my/our rights to tender shares and I/We are the absolute and only owner of these
shares and legally entitled to tender the shares under this delisting offer.
8. I/We authorise the Acquirer, Manager and Registrar to send the payment of consideration by way of
cheque, demand draft, pay order or similar instrument through speed/registered post or any other
service at the address registered in the records of the Company or mentioned hereunder.
9. I/We undertake to return the amount / shares immediately, received inadvertently.
10. I/We agree that upon acceptance of the shares by the Acquirer, tendered by me under this delisting
offer, I/We would cease to enjoy all right, title, claim, interest whatsoever, in respect of such shares
of the Company.
11. I/we hereby undertake to execute any further documents, give assurance and provide assistance,
which may be required in connection of this delisting offer and agree to abide by the decisions
taken in accordance with the applicable rules and regulations.
12. I/We acknowledge and confirm that all the particulars/statements given are true and correct.
23
Sr. No.
Particulars
Details
1
Name (in Block Letters) of the Shareholder (s) (Please write the names of the joint holders in the same order as appearing in the share certificates / Demat Account)
Holder Name
Sole / First
Second
Third
2
Contact Telephone No.
3
Full Address with Pin Code Number
4
Type of Investor (Please tick)
Individual
( )
Body Corporate
( )
Banks & FI ( )
FII
( ) HUF
( )
Indian Mutual Fund
( )
NRI
( )
Others (please specify)
5
FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM
Details of Original Share Certificate(s) alongwith duly filled, signed Transfer Deed(s), as enclosed:
Sr. No.
Folio No. Share Certificate No.
Distinctive Numbers Number of Shares
From TToo
(If the space provided is inadequate please attach a separate continuation sheet)
Total
24
FOR SHAREHOLDERS HOLDING SHARES IN DEMAT FORM
Details of Demat Account and Delivery Instruction executed in favour of Special Depository Account:
Name of Depository Participant
Depository Participant’s ID No.
Client ID No.
Date of Execution / Acknowledgement of Delivery Instruction (Copy enclosed)
Number of Shares
6
Other enclosures, as applicable (Please tick)
Power of Attorney
Corporate Authorisation
Death Certificate Others (Please specify) _______
Details of Bank Account
In order to avoid any fraudulent encashment in transit, of the cheque, pay order or demand draft issued by the Acquirer towards the consideration payable for the Equity Shares tendered under this Bid Form, please fill the following details of the sole shareholder’s bank account (or, in the case of joint holders, the first‐named holder’s bank account) and any consideration payable will be paid by issuing an instrument carrying the details of the bank account so provided.
Name of the Bank
Branch Address
Account No.
Savings / Current / Others
(Please Specify)
Details of Bid and Shares tendered in pursuant to the Delisting Offer
Particulars
In Figures
In Words
Number of Equity Shares
Bid Price Per Share (in `)
Signatures
Sole / First Holder Second Holder Third Holder
25
CHECKLIST (please tick)
DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS
1 BID FORM 1 BID FORM
2 COPY OF ACKNOWLEDGED DEMAT SLIP 2 ORIGINAL SHARE CERTIFICATES OF MBEL
3 OTHERS, AS APPLICABLE 3 SHARE TRANSFER DEED
4 OTHERS, AS APPLICABLE Notes:
1. All documents / remittances sent by or to the shareholders will be at their risk and shareholders are
advised to adequately safeguard their interests in this regard.
2. Incase of person other than individual, copy of power of attorney, board resolution, authorization
etc as applicable and required in respect of support/verification of this form, shall also be provided
otherwise the same shall be liable for rejection.
3. The number of shares tendered under this delisting offer should match with the number of shares
specified in the share certificate(s) enclosed or shares credited in the Special Depository Account
under the respective Client ID number, otherwise the shares specified in the enclosed Share
Certificates or shares credited in the special depository account shall be deemed to be the number
of shares tendered by you under this delisting offer.
4. Incase, the Bid Price is less than the floor price of ` 45/‐, it will be deemed that the shares have
been tendered at a Bid Price of ` 45/‐ only.
5. The consideration shall be paid in the name of sole/first holder.
6. Incase, the bids are not complete in all respects, the same may be liable for rejection.
7. The Bid Forms received / tendered before the commencement of the Bidding Period i.e. February
16, 2011 shall remain valid.
8. FOR EQUITY SHARES HELD IN DEMATERIALISED FORM: Before submitting this Bid Form to the
Trading Member, please issue necessary instructions to your depository participant (where you hold
the depository account in which the Equity Shares of MBEL are presently held) to credit your Equity
Shares into the following Special Depository Account of the Manager to the Offer, so as to enable
the Trading Member to tender your Equity Shares in the Delisting Offer pursuant to this Bid Form.
Alternatively you may instruct the Depository Participant to mark a pledge in favour of the Manager
to the Offer in respect of the Equity Shares tendered. A photocopy or counterfoil of the delivery
instruction(s) to the depository participant of your depository account (duly acknowledged by such
26
depository participant) as proof of credit of your Equity Shares to the Special Depository Account
(“Depository Participant Instruction”) should be attached to your Bid Form.
The shareholders holding shares in dematerialized form are requested to tender the shares under
this delisting offer by crediting the shares to the following Special Depository Account in “off‐
market” mode:
Name of Depository CDSL
Name of Depository Participant SAM Global Securities Limited
Depository Participant’s ID No. 12027000
Client ID No. 00132404
Special Depository Account Name Matheson Bosanquet Enterprises Limited ‐ Delisting Escrow A/c – SCSL
Mode Off – market
ISIN of MBEL INE021K01017
Shareholders having their beneficiary account with NSDL have to use inter depository delivery instruction for the purpose of crediting their equity shares in favour of Special Depository Account with CDSL.
9. FOR EQUITY SHARES HELD IN PHYSICAL FORM: Before submitting this Bid Form to the Trading
Member, you must execute valid share transfer deed(s) in respect of the Equity Shares intended to
be tendered under this Delisting Offer and attach thereto all the relevant physical share certificates.
The share transfer deed(s) shall be signed by the shareholder (or in case of joint holdings by all the
joint holders in the same order) in accordance with the specimen signature(s) recorded with the
Company and shall also be duly witnessed. A copy of any signature proof may be attached to avoid
any inconvenience.
Incase, the sole/any joint holder has died, but the share certificate(s) are still in the name of the
deceased person(s), please enclose the requisite documents, i.e., copies of death
certificate/will/probate/succession certificate and other relevant papers, as applicable.
10. FOR SUBMITTING THE BID FORM BY HAND DELIVERY ONLY : Please submit this Bid Form together
with other necessary documents referred to above by hand delivery to the Trading Member at any
one of the Bid Centers of your choice, from the list of centers as detailed below :
27
Sr. No. Branch Address of the Branch Contact Person Contact Details
1. Bengaluru Premises 7 ‐10, Ground Floor, Gold Tower, # 50(Old no.98), Residency Road, Banker 25, Bengaluru ‐ 560025
Mr. V Mahesha Tel:080‐40910034/37 080‐40910191/92
2. Coimbatore No. 204 A, 2nd Floor, Raheja Centre, Avinashi Road, Coimbatore ‐641018
Mr. Senthil Tel: 0422‐4351725‐27
3. Chennai 2A, 2nd Floor, Mookambika Complex, 4, Lady Desi, Kachari Road, Mylapore, Chennai ‐ 600004
Mr. Murli Tel: 044‐42957600 Fax: 044‐42957666
4. Delhi 11/6B, Shanti Chamber, Pusa Road, New Delhi ‐110005
Mr. Devendra Mani Dwivedi
Tel: 011‐30111000 Fax: 011‐25754365
5. Kolkata 18,Rabindra Sarani, Poddar Court, Gate No.4, 4th Floor, Kolkata‐700001
Mr. N. N. Rao / Mr. Sankit
Tel: 033‐39847000/04 Fax: 033‐39847000
6. Mumbai Dheeraj Sagar co‐operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai ‐ 400064
Mr. Prabir Kumar Singh
Tel: 022‐67341600‐30 Fax: 022‐28805606
7. Surat 801,Empire State Building, Near HDFC Bank, Ring Road, Udhana Darwaja, Surat ‐ 395002
Mr. Viren Reshamwala
Tel: 0261‐3926534/ 3926543‐47
11. FOR SUBMITTING THE BID FORM BY POST : In case you reside in an area where no Bid Center is
located or if you wish to tender shares under this offer by POST, you may send your Bid Form by
registered post (at your own risk and cost) in such a manner so as to ensure that your Bid Form is
delivered to the Trading Member on or before 3.00 P.M. on the Bid Closing Date i.e. February 22,
2011 at its following address :
SMC GLOBAL SECURITIES LIMITED,
Premises 7 ‐10, Ground Floor, Gold Tower, # 50(Old no.98), Residency Road, Banker 25,
Bengaluru – 560025, Karnatka. Contact Person: Mr. V. Mahesha.
An envelope for submitting the bid form by post has been also enclosed along with the Offer Letter for your convenience.
28
For any queries, please contact at:
MANAGER TO THE OFFER REGISTRAR TO THE OFFER
Systematix Corporate Services Limited JK Somani Building, 2nd Floor, Mumbai Samachar Marg, Fort, Mumbai ‐ 400 001. Tel: +91‐22‐30298281/80; +91‐22‐66198281/80 Fax: +91‐22‐30298029/66198029 Email: [email protected] Regn. No.: INM 000004224 Contact Person: Mr. Hari Surya / Amit Kumar
Integrated Enterprises (India) Limited No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram, Bengaluru ‐ 560 003 Tel. No. +91‐80‐23460815 to 818; Fax No. +91‐80‐23460819 Email: [email protected], SEBI Regn. No.: INR 000000544 Contact Person: Mr. S. Vijaygopal
29
ACKNOWLEDGEMENT SLIP
Matheson Bosanquet Enterprises Limited ‐ Delisting Offer
Application Number:_____________________
Original Bid Revised Bid
Received from Mr./Mrs./Ms./ M/s __________________________________________a Bid Form is offering
______________Equity Share(s) of Matheson Bosanquet Enterprises Limited at a Bid Price of `_______ per
share together with photocopy / counterfoil of the Delivery Instruction for the transfer/pledge of such shares
from account bearing:
DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS ACKNOWLEDGEMENT
DP ID No.
Folio No.
Number
Client ID No.
Share Cert. Nos.
Date
No. of Shares
No. of Shares
Signature
Signature of Official: Date of receipt: _________
Stamp of Collection Centre
30
31
BID REVISION CUM WITHDRAWAL FORM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please read this document along with the Public Announcement dated February 1, 2011 (“PA”) and the Offer Letter dated February 5, 2011 (“Offer Letter”) issued by M/s SUA Explosives & Accessories Private Limited (“the Acquirer”) since the terms and conditions of the PA and the Offer Letter are deemed to have been incorporated in and form part of this document. Unless the context otherwise requires, expressions in this document have the same meanings as referred in the PA and the Offer Letter)
For tender of Equity Shares of face value ` 10/‐ each of
MATHESON BOSANQUET ENTERPRISES LIMITED pursuant to the Delisting Offer by the Acquirer
To, SMC Global Securities Limited Dear Sirs,
I/We hereby revoke any Offer I/we have made in any Bid Form or including revision of price by Bid Revision Cum Withdrawal Form submitted prior to the date of this Bid Revision Cum Withdrawal Form in respect of my/ our Shares.
I/We hereby make a new offer to tender the number of Shares in accordance with and on and
subject to the terms and conditions herein and the Bid Letter or withdraw our offer to tender the Shares.
I/We hereby confirm that I/we would like to withdraw the Offer acceptance as evidenced by the
submission of my/our Bid Form and would like you to treat that bid as null and void.
(Please tick mark the appropriate box and fill the information as mentioned below)
DELISTING OFFER
Bid Period Opens on Wednesday 16.02.2011 10.00 A.M.
Bid Period Closes on Tuesday 22.02.2011 3.00 P.M.
Last Date for Revision or withdrawal of bids Monday 21.02.2011 3.00 P.M.
Original Application Number
Original Application submitted on date
Original Application submitted at (Bid Centre)
32
Note: By filling the below mentioned table, you will be deemed to have made each of the following acknowledgements and authorisations: (a) that acknowledgements and authorizations as included in the original Bid Form shall remain valid and will apply to this Bid Revision and Cum Withdrawal Form; (b) that you have full power and authority to tender, sell and transfer the Shares you are tendering (together with all rights attaching thereto) and the Shares acquired by the Acquirer from you will be free from all liens, charges, encumbrances, equitable interests, rights of pre‐emption or other third party rights of any nature, and together with all rights attaching thereto, on or after the date of acquisition;; (c) that the submission of this Bid Revision Cum Withdrawal Form duly filled‐up along with all relevant documents shall constitute a valid tender of Shares under this Offer and shall be final and binding; (d) that the Trading Member to whom you have submitted/sent your Bid Form is authorised to tender your Shares to the Acquirer on your behalf accordingly; (e) that the consideration payable to you will be paid by the Acquirer only if your Bid is validly tendered in accordance with the PA, Bid Letter and the SEBI Regulations, if your Revised Bid Price is at or below the Exit Price offered or accepted by the Acquirer and the required regulatory and statutory approvals are received; (f) that if your Bid is not accepted for whatever reason, 1. In case where Shares are held in Dematerialised Form: your Shares will be credited back/ released from pledge to your depository account as set out in original Bid Form, and that necessary standing instructions have been or will be issued for this purpose; 2. In case where Shares are held in Physical Form: your Share Certificate(s) and Transfer Deed(s) will be dispatched to you by registered post (g) that if you are a Non‐Resident Indian, Overseas Corporate Body/Non‐domestic company or a Foreign Institutional Investor, tax will be deducted at source in accordance with the Bid Letter on the basis of the certification as provided in original Bid Form; (h) that if you are a Shareholder who is a resident in, or a citizen of, a jurisdiction outside India, you have fully observed all applicable legal requirements and that an invitation to tender your Shares may be made to and accepted by you under the laws of the relevant jurisdiction; (i) that the Acquirer, Trading Member, Manager to the Offer and the Registrar shall not be liable for any delay/loss in transit resulting in delayed receipt/ non‐receipt by the Trading Member of your Bid Form or for the failure to deposit your Shares to the Special Depository Account due to inaccurate/incomplete particulars/instructions on your part, or for any other reason; (j) that you have participated in this Offer pursuant to independent enquiry, investigation and analysis; and (k) that you have read carefully the PA and the Bid Letter and that you agree with the terms and conditions stated therein and that the particulars given below are true and correct.
33
that the Bids placed under any Bid Form or Bid Revision Form submitted prior to the date of this Bid Revision Form shall stand revoked but that the details furnished in the original Bid Form shall remain and continue to become applicable.
Sr. No. Particulars
Details
1
Name (in Block Letters) of the Shareholder (s) (Please write the names of the joint holders in the same order as appearing in the share certificates / Demat Account)
Holder Name
Sole / First
Second
Third
2
Contact Telephone Nos
3
Full Address with Pin Code Number
4
Type of Investor (Please tick)
Individual
( )
Body Corporate
( )
Banks & FI ( )
FII
( ) HUF
( )
Indian Mutual Fund
( )
NRI
( )
Others (please specify)
5
FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM
Details of Original Share Certificate(s) alongwith duly filled, signed Transfer Deed(s), as enclosed:
Sr. No.
Folio No. Share Certificate No.
Distinctive Numbers Number of Shares
Original Bid @ ‐‐‐‐
From TToo
Revised Bid @ ‐‐‐‐
Withdrawn
Total
(If the space provided is inadequate please attach a separate continuation sheet)
Total
34
FOR SHAREHOLDERS HOLDING SHARES IN DEMAT FORM
Details of Demat Account and Delivery Instruction executed in favour of Special Depository Account:
Name of Depository Participant
Depository Participant’s ID No.
Client ID No.
Date of Execution / Acknowledgement of Delivery Instruction (Copy enclosed)
a. Number of Shares originally tendered @ original Bid Price of ` ‐‐‐‐‐‐‐‐‐
b. Number of shares @ Revised Bid Price of ` ‐‐‐‐‐‐ per share
c. No. of Shares withdrawn from original shares tendered
d. Net shares tendered @ ` ‐‐‐‐‐‐‐‐
6
Other enclosures, as applicable (Please tick)
Power of Attorney
Corporate Authorisation
Death Certificate Others (Please specify) _______
35
ACKNOWLEDGEMENT SLIP
Matheson Bosanquet Enterprises Limited ‐ Delisting Offer
Application Number: _____________________
Original Bid Revised Bid / Bid Withdrawn
Received from Mr./Mrs./Ms./ M/s __________________________________________a Bid Form is offering
______________Equity Share(s) of Matheson Bosanquet Enterprises Limited at a Bid Price of `_______ per
share together with photocopy / counterfoil of the Delivery Instruction for the transfer/pledge of such shares
from account bearing:
DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS ACKNOWLEDGEMENT
DP ID No.
Folio No.
Number
Client ID No.
Share Cert. Nos.
Date
No. of Shares
No. of Shares
Signature
Signature of Official: Date of receipt: _______
Stamp of Collection Centre
36
37
38
PRINTED MATTER
BOOK POST
To,
If undelivered, please return to: Integrated Enterprises (India) Limited (Unit: Matheson Bosanquet Enterprises Limited ‐ Delisting Offer) No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram, Bengaluru ‐ 560 003, Karnataka, India. Tel. No. +91‐80‐23460815‐818; Fax No. +91‐80‐23460819 Email: [email protected]
