Kotak Mahindra Capital Company Ltd (Manager to the Offer), on behalf of Eleventh Land Developers Pvt Ltd (Acquirer), alongwith ABG Shipyard Ltd (person acting in concert / PAC) has issued this Public Announcement (PA) to the equity Shareholders of Great Offshore Ltd (Target Company), pursuant to and in compliance with, among others, regulation 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of equity Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (Regulations).
In terms of regulation 25(1) and 25(3) of the Regulations, this PA is a competitive bid. SBI Capital Markets Limited issued a public announcement published on June 3, 2009 on behalf of Natural Power Ventures Private Limited along with Bharati Shipyard Limited and Dhanshree Properties Private Limited for acquisition of 20% of the Diluted equity Share Capital of Great Offshore Limited (Target Company).
The Offer SBI Capital Markets Limited on behalf of Natural Power Ventures Private Limited along with Bharati Shipyard Limited and Dhanshree Properties Private Limited (collectively referred to as the First Bidder) issued a public announcement on June 3, 2009 (First PA) to acquire up to 78,26,788 fully paid-up equity Shares of face value Rs 10 each of the Target Company (20% of the Diluted Share Capital) at a price of Rs 344 per fully paid up equity share to be paid in cash.
As per the First PA, before the offer, the First Bidder owned 55,33,786 equity Shares of the Target Company, which together with the open offer made by the First Bidder adds up to 13,360,574 equity Shares.
Therefore, in compliance with regulation 25(3) of Regulations, the Acquirer proposes to acquire 1,25,71,072 equity Shares of the Target Company (32.12% of Diluted equity Share Capital of the Target Company and 33.85% of current equity share capital of the Target Company), being together with equity Shares already held by the Acquirer and the PAC at least equal to the holding of the First Bidder including the number of equity Shares for which the offer has been made by the First Bidder, at Rs 375 for each equity Share of the Target Company (Offer Price), to be paid in cash in accordance with the Regulations, subject to and in accordance with the detailed terms and conditions, that shall be mentioned in the Letter of Offer and the form of acceptance-cum-acknowledgment to be disseminated to the shareholders of the Target Company in accordance with the schedule of activities contained herein or any revised schedule of activities that may be communicated by the Acquirer from time to time (collectively, the Offer).
As on the date of the PA, the Acquirer and the PAC collectively hold 7,89,502 equity Shares of the Target Company (2.02% of the Diluted equity Share Capital of the Target Company).
The Offer is subject to the receipt of certain approvals as set forth below in the section Statutory Approvals and Other Approvals required for the Offer. There are no partly paid-up equity Shares of the Target Company.
This Offer is not subject to any minimum level of acceptance. The Acquirer will acquire all the equity Shares that are validly tendered in accordance with the terms of the Offer.
The maximum consideration payable under the Offer is Rs 471,41,52,000/- (Rupees Four Hundred Seventy One Crores Forty One Lacs and Fifty Two Thousand Only) (Maximum Consideration).
In terms of regulation 25(1) and 25(3) of the Regulations, this PA is a competitive bid. SBI Capital Markets Limited issued a public announcement published on June 3, 2009 on behalf of Natural Power Ventures Private Limited along with Bharati Shipyard Limited and Dhanshree Properties Private Limited for acquisition of 20% of the Diluted equity Share Capital of Great Offshore Limited (Target Company).
The Offer SBI Capital Markets Limited on behalf of Natural Power Ventures Private Limited along with Bharati Shipyard Limited and Dhanshree Properties Private Limited (collectively referred to as the First Bidder) issued a public announcement on June 3, 2009 (First PA) to acquire up to 78,26,788 fully paid-up equity Shares of face value Rs 10 each of the Target Company (20% of the Diluted Share Capital) at a price of Rs 344 per fully paid up equity share to be paid in cash.
As per the First PA, before the offer, the First Bidder owned 55,33,786 equity Shares of the Target Company, which together with the open offer made by the First Bidder adds up to 13,360,574 equity Shares.
Therefore, in compliance with regulation 25(3) of Regulations, the Acquirer proposes to acquire 1,25,71,072 equity Shares of the Target Company (32.12% of Diluted equity Share Capital of the Target Company and 33.85% of current equity share capital of the Target Company), being together with equity Shares already held by the Acquirer and the PAC at least equal to the holding of the First Bidder including the number of equity Shares for which the offer has been made by the First Bidder, at Rs 375 for each equity Share of the Target Company (Offer Price), to be paid in cash in accordance with the Regulations, subject to and in accordance with the detailed terms and conditions, that shall be mentioned in the Letter of Offer and the form of acceptance-cum-acknowledgment to be disseminated to the shareholders of the Target Company in accordance with the schedule of activities contained herein or any revised schedule of activities that may be communicated by the Acquirer from time to time (collectively, the Offer).
As on the date of the PA, the Acquirer and the PAC collectively hold 7,89,502 equity Shares of the Target Company (2.02% of the Diluted equity Share Capital of the Target Company).
The Offer is subject to the receipt of certain approvals as set forth below in the section Statutory Approvals and Other Approvals required for the Offer. There are no partly paid-up equity Shares of the Target Company.
This Offer is not subject to any minimum level of acceptance. The Acquirer will acquire all the equity Shares that are validly tendered in accordance with the terms of the Offer.
The maximum consideration payable under the Offer is Rs 471,41,52,000/- (Rupees Four Hundred Seventy One Crores Forty One Lacs and Fifty Two Thousand Only) (Maximum Consideration).
