Fedex Securities Ltd ("Manager to the Offer"), on behalf of Mr. Sohel Malik ("Acquirer"), has issued this Corrigendum to the Public Announcement to the Equity Shareholders/ beneficial owners of Genesys International Corporation Ltd ("Target Company"), which is in continuation of & should be read in conjunction with the Public Announcement ('PA') dated June 21, 2008.
The following changes in the consideration payable, Schedule of activity & other material disclosures may please be noted & acted accordingly.
1. The Schedule of activity stands revised & is as follows:
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Activity Original Schedule Revised Schedule
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Specified Date July 18, 2008 July 18, 2008
Date of Opening of the Offer August 13, 2008 March 10, 2010
Date of Closing of the Offer September 01, 2008 March 29, 2010
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2. The Offer Size stands revised to 29,84,752 Equity Shares of Rs 10/- each, being 20% of the subscribed, paid up and voting capital after exercise of the remaining Warrants and also the paid up and voting capital as on date.
3. The Offer price as per PA made on June 21, 2008 was Rs. 19/- per Equity Share, full paid up. SEBI, vide Observation Letter dated September 09, 2008 directed to revise the Offer Price by reckoning the date of PA as the reference date in terms of Regulation 20 of SEBI(SAST) Regulations. Aggrieved by this direction from SEBI, the Acquirer preferred to make an appeal before Securities Appellate Tribunal (SAT). SAT, vide its Order dated October 15, 2008, modified the reference date for the purpose of Offer Price. As per the SAT order, the Offer price is to be revised considering June 28, 2008, being the date of allotment of Equity Shares to the Acquirer upon exercise of Warrants, as the reference date. SEBI, vide Letter dated October 29, 2008, directed to revise the Offer Price as per
SAT Order and to open the Offer within 30 days from the date of SEBI Letter, failing which Interest @ 10% p.a. shall be payable for the delayed period. The Acquirer preferred to appeal against the SAT Order in the Hon’ble Supreme Court India and accordingly filed appeal with Hon’ble Supreme Court. On January 14, 2010 the Acquirer submitted an application to Hon'ble Supreme Court withdrawing the appeal and the Hon’ble Supreme Court, vide its order dated January 29, 2010, granted the withdrawal.
3. The Offer price which was Rs. 19/- per Equity Share as per the PA has been revised to Rs. 105/15, compliance with SAT Order dated October 15, 2008 and SEBI Observations dated September 09, 2008 & October 29, 2008. Interest is also being paid @ 10% p.a. for the delay in opening of the Offer, i.e. from November 28, 2008 to March 10, 2010. The final consideration is rounded upwards.
4. The Equity Shares of the Target Company were not infrequently traded in terms of Explanation (i) to Regulation 20(5) of SEBI (SAST) Regulations 1997, during the 6 months preceding the date of allotment upon exercise of Warrants as stated above at both BSE and NSE as the traded volume was in excess of 5% (annualized) of the listed Capital. The Equity Shares were most actively traded at BSE during the 6 months period preceding June 28, 2008. The Offer price has been calculated as per the parameters set under Reg. 20(4) of the Regulations and the same is higher than the average of the weekly high and low of the closing prices of the Target Company at BSE in the preceding 26 weeks from the date of allotment as stated in Clause 5) above and is also higher than the average of the daily high and low of the traded prices at BSE during the 2 weeks preceding the said date. The interest payable for the delay is Rs. 13/75. The aggregate consideration inclusive of interest is thus Rs. 118/90 which has been rounded upwards to Rs. 120/- per Equity share.
(For more details kindly refer Corporate Announcement on www.bseindia.com) |