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| Exchange Disseminated Time | Aryaman Financial Services Ltd ("Manager to the Offer") on behalf of Godavari Corporation Pvt Ltd, Nirved Traders Pvt Ltd, Shearson Investment & Trading Company Pvt Ltd ("Acquirers"), has issued this Post Offer Public Announcement to the Shareholders of Melstar Information Technologies Ltd ("Target Company"), which is in continuation of & should be read in conjunction with the Public Announcement ("PA") dated September 17, 2008 & Corrigendum to PA dated November 07, 2008 under the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Regulations") to acquire upto 28,56,628 (Twenty Eight Lac Fifty Six Thousand Six Hundred & Twenty Eight Only) fully paid equity shares of Rs 10 each of the Target Company, representing 20% of the paid up & voting equity shares capital, at a price of Rs 15.00/- (Rupees Fifteen Only) per fully paid up equity share, payable in cash.
Details of Acquisition:
| Sr. No. | Details of Acquisition (All % based on Voting Capital) | Proposed in the Offer | Actual | For Resident
Shareholders | For Non-Resident Shareholders | For Resident Shareholders | For Non-Resident Shareholders (1) | | 1 | Offer Price (Fully paid up) | Rs 15.00/- | Rs 15.00/- | Rs 10.88/- | | 2. | Share holding of Acquirers prior to MOU/ PA | Nil
(00.00%) | Nil
(00.00%) | | 3. | Shares acquired through MOU | 4,393,817(2)
(30.76%) | 4,393,817(2)
(30.76%) | | 4. | Shares acquired in the Offer | 28,56,628
(20.00%) | 23,70,922(3)
(16.60%) | 4,83,700(3)
(3.39%) | | 5. | Size of the Open Offer
(No of Shares * Offer Price) | Rs 4,28,49,420/- | Rs 3,55,63,830/- | Rs 52,62,656/- | | 6. | Shares if any acquired after PA but 7 working days prior to Closure of Offer | Nil | Nil | | 7 | Post offer Shareholding of Acquirers including PACs, if any | 72,50,445
(50.76%) | 72,48,439
(50.75%) | | 8. | Pre & Post offer Shareholding of Public including erstwhile Promoter i.e. those who are not Parties to the Agreements | Pre Offer | Post Offer | Pre Offer | Post Offer | | 98,89,322 (69.24%) | 70,32,694 (49.24%) | 98,89,322
(69.24%) | 70,34,700
(49.25%) |
Payment of Interest, if any, to the shareholders along with the details thereof: payments to all the resident shareholders were made on time i.e. on or before December 23, 2008. No interest is due and payable in this regard.
payments to all the non-Resident shareholders were made on February 26, 2009 along with interest of Rs 91,904/- calculated at the rate of 10% per annum i.e. Re 0.19/- per share since there was a delay of 65 days in remitting the payment.
1. As per RBI approval dated January 23, 2009 payments to Non-Resident Shareholders were made at the rate of Rs 10.88/- per share against Rs 15.00/- per share as mentioned in the Letter of Offer.
2. These shares will be transferred to the Acquirers after the completion of the formalities for the transfer of shares accepted pursuant to the open offer.
3. These shares are presently lying with the registrar to the offer and will be transferred to the Acquirers shortly.
4. It was mentioned in the Letter of Offer dated November 08, 2008 that the Acquirers have entered into Share sale and purchase Agreement (SSPA) dated September 11, 2008 to acquire 23,20,644 shares from Resident Shareholders and 20,73,173 shares from Non-Resident Shareholders aggregating to 43,93,817 shares at the rate of Rs 15.00/- per share, however, according to RBI approval dated January 23, 2009 payments to Non-Resident Shareholders of SSPA stood revised at Rs 13.25/- per shares against Rs 15.00/- per Share. |
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