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SEBI takeover Code-Open Offers

(Warehouse of Takeover Offers)

Preface

This book has been prepared for those all entrepreneurs who are interested in takeovers or are likely to be takeover targets.

This book contains a comprehensive database of the open offer made by the national as well international entrepreneur. An effort has been made through this book to analyze & examine the open offer made by the various entrepreneurs. It provides a synopsis of open offer for quick reference over a long written open offer made so far for the acquisition of listed companies.

Snapshot of Open Offer

TARGET COMPANY: ANAND LEASE AND FINANCE LIMITED

Acquirers Name

Jayesh Patel, Pranay Patel, Deepak Patel, Prakash Patel and Sandip Patel

Triggering Event

Share Purchase Agreement
Reason of the Offer
The Acquirers have entered into a Share Purchase Agreement (SPA) with Mr. Anand Modi and others to acquire 16,69,924 fully paid up shares/ voting rights and management control of Target Company, representing 42.64% of the total issued equity share Capital and representing 59.99 % of voting share capital of Target Company at a price of Rs. 1.00 per equity share amounting to Rs.16.70 Lacs payable in cash which has resulted into triggering the SEBI(SAST) Regulations,1997.

Triggering Date

May 02, 2008

Date of Open Offer

May 07, 2008

Regulation Number

10 & 12

Regulation Title

Substantial Acquisition of shares

accompanied with change in control

Company’s Details

Industry


Banking & Finance

Paid Up Capital

Rs.276.01 Lacs

Listed At

ASE & JSE

Open Offer Details

Offer Size

7,83,243 equity shares (20%)

Price

Rs.4.90/- per share


Acquirer’s holding Details:

Shareholding before the SPA

Shares acquired by way of SPA

Shares acquired in the open Offer


Shareholding after the Open offer

No. of
shares

%

No. of shares

%

No. of shares

%

No. of

shares

%

Nil

Nil

1669924


42.64%(equity share capital)


59.99%(voting capital)


10000


0.26%(equity share capital)


0.36%(voting capital)


1679924


42.90%(equity share capital)


60.35%(voting capital)



Merchant Banker to the Offer


Registrar to the Offer

Chartered Capital & Investment Ltd.


Intime Spectrum Registry Ltd.


DISTINGUISHED FEATURE: Acquisition is for 16, 69,924 fully paid up shares representing 42.64% of the total issued equity share Capital and representing 59.99 % of voting share capital of Target Company due to the partly paid up shares which do not carry the voting rights.