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| Exchange Disseminated Time | Sobhagya Capital Options Ltd ("Manager to the Offer") for and on behalf of Pradeep Mercantile Company Pvt Ltd (PMPCL) ("Acquirer") has issued this Supplemental Public Announcement to the Shareholders of Vardhman Holdings Ltd (VHL) ("Target Company") which is in continuation of & should be read in conjunction with the Public Announcement ("PA") dated September 25, 2009 & Corrigendum to the PA dated December 03, 2009 ("PAs") & Letter of Offer dated December 02, 2009 ("Letter of Offer") to acquire upto 252,163 fully paid up equity shares of Rs 10/- each of the Target ("Share") representing 7.9% of the total paid-up equity share capital of the Target ("Offer"), pursuant and in compliance with regulation 11(2A) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("Regulations").
The Shareholders of the Target Company are requested to kindly note the following amendments with respect to the PAs and the Letter of Offer:
Revision in the Offer Price:
In terms of regulation 26 of the Regulations, the Acquirer intends to revise the Offer Price from Rs. 223.00 (Rupees Two Hundred and Twenty-Three Only) per fully paid up equity share to Rs. 283.00 (Rupees Two Hundred and Eighty-Three Only) per fully paid-up equity share payable in cash for all the valid acceptances in the Offer. Accordingly, the Offer size stands revised from Rs. 56,232,349 (Rupees Five crores sixty two lacs thirty two thousand three hundred and forty-nine only) to Rs.71,362,129 (Rupees Seven crores thirteen lacs sixty two thousand one hundred and twenty-nine only), assuming full acceptances of the Offer. Para 6.2 of the PA and Para 10.2.2 of the Letter of Offer shall stand revised accordingly.
In terms of regulation 28(9) of the Regulations, the Acquirer has deposited an additional amount, which is in excess of 10% of the incremental consideration payable upon such revision, in PMCPL-VHL Open Offer Escrow Account held with HDFC Bank Ltd ("Escrow Account"). Accordingly, the Escrow Account holds an amount aggregating Rs. 15,660,000 (Rupees One crore fifty six lacs sixty thousand only) as on December 14, 2009. Para 6.5 of the PA and Para 10.2.6 and 14.9 of the Letter of Offer shall stand revised accordingly.
M/s. Anil Sanjay & Associates (Mr. Sanjay Aggarwal, Partner, Membership No. 94717), the statutory auditors for the Acquirer, have, vide their certificate dated December 14, 2009, certified that the Acquirer has sufficient ready liquid funds available to fulfill its obligations arising out of the Offer. Para 6.3 of the PA and Para 10.2.3 and 14.3 of the Letter of Offer shall stand revised accordingly.
Revised offer price would be payable to all shareholders who have accepted this Offer and tendered their shares at anytime during the term of the Offer to the extent to which their acceptances and tenders have been found valid and accepted by the Acquirer.
All other terms and conditions of the Offer as set forth in the PAs and the Letter of Offer are unchanged. |
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