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| Exchange Disseminated Time | SBI Capital Markets Ltd ("Manager to the Offer"), for and on behalf of E-Land Fashion China Holdings Ltd ("Acquirer"), has informed this Corrigendum to the Public Announcement ("First Corrigendum") to the equity shareholders of Mudra Lifestyle Ltd ("Target Company"), which is in continuation of & should be read in conjunction with the Public Announcement ("PA") published on October 21, 2010, & Letter of Offer Dated June 02, 2011 ("LOF") as per the revised schedule of activities
(“Revised Schedule”), in compliance with Regulations 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("SEBI (SAST) Regulations") to acquire upto 9,598,094 (Nine Million Five Hundred and Ninety Eight Thousand And Ninety Four) fully paid up equity shares of face value Rs. 10/- (Rupees Ten only) each of the Target Company ("Offer Shares"), representing 20.00% (Twenty Percent) of the Emerging Voting Capital of the Target Company ("Open Offer").
Paragraph 70 of the PA and references to dates for respective activities throughout the PA shall stand revised accordingly.
Updations/ amendments to PA pursuant to SEBI Observation Letter:
1. The Corporate Office Address of the Acquirer has changed to Flat/Room No.401, 4/F, Printing House, 6, Duddell Street, Central, Hong Kong.
2. Pursuant to the SSA, 12,000,000 (Twelve Million) fully paid up Equity Shares of the Target Company constituting 25.005% (Twenty Five Point Zero Zero Five Percent) of the Emerging Voting Capital of the Target Company ("Investor Shares") were issued through preferential allotment to the Acquirer for a cash price of Rs. 60/- (Rupees Sixty only) per Share, on November 27, 2010.
3. Accordingly, the issued and paid up capital has increased from Rs. 359,904,690/- (Rupees Three Hundred and Fifty-Nine Million, Nine Hundred and Four Thousand Six Hundred and Ninety only) to Rs. 479,904,690/- (Rupees Four Hundred and Seventy-Nine Million Nine Hundred and Four Thousand Six Hundred and Ninety only) comprising of 47,990,469 (Forty-Seven Million, Nine Hundred and Ninety Thousand Four Hundred and Sixty Nine) Equity Shares of Rs. 10/- (Rupees Ten only) each.
4. Mr. Vishwambharlal Bhoot resigned as a director from the Board of the Target Company and Mr. Eung Kyun Shin, a nominee of the Acquirer, was appointed as a director on the Board of the Target Company on November 27, 2010, pursuant to Regulation 22(7) of the SEBI (SAST) Regulations. Further, Mr. Hong Jung Ho has been approved as an observer on November 27, 2010 to attend and observe meetings of the Board of Directors and its committees but shall not have any voting rights.
5. Further to paragraph 38 of the PA, the Acquirer had filed an application with the Reserve Bank of India ("RBI") on October 28, 2010, seeking its approval for acquisition of Shares tendered in the Open Offer and for the acquisition of Sale Shares under the SPA from the resident promoters of the Target Company, under the Foreign Exchange Management Act, 1999 and the rules and regulations thereunder. The RBI has vide its letter dated February 03, 2011 conveyed its approval for the acquisition of Shares under the Open Offer subject to inter alia the following conditions (a) the acquisition being carried out in accordance with provisions of A.P. (Dir Series) Circular No. 16 dated October 4, 2004 as amended from time to time, read with A.P. (Dir Series) Circular No.63 dated April 22, 2009 except pricing and reporting requirements specified thereunder may be complied with; (b) the acquisition of any non-repatriable Shares tendered by NRIs or any Shares tendered by OCBs in the Open Offer shall be subject to the specific approval of the RBI; and (c) prior to the acquisition, the Acquirer may ensure that the Shares tendered in the Open Offer are being held by the tendering shareholder in accordance with applicable foreign exchange laws. In the said letter, the RBI has also conveyed its approval for the acquisition of the Shares under the SPA subject to the same being carried out in accordance with applicable pricing and reporting requirements.
6. This Open Offer is mandatory as well as for change in control under Regulation 10 and 12 of SEBI (SAST) Regulations.
7. There has been no competitive bid pursuant to the PA made in respect of this Open Offer.
8. The Acquirer does not presently intend to delist the Target Company from the Stock Exchanges in the next 3 years.
9. The SEBI had vide its observation letter dated January 28, 2011 required the non-compete fee of Rs. 15/- (Rupees Fifteen only) per share to be added to the Offer Price. Being aggrieved by this order, the Acquirer preferred an appeal before the Securities Appellate Tribunal which, vide its order dated May 24, 2011, held that the noncompete fee of Rs. 15/- (Rupees Fifteen only) per share is not required to be added to the Offer Price.
The equity shareholders of the Target Company may note that, in terms of SEBI (SAST) Regulations, the Acquirer may make upward revision(s) in the Offer in respect of the price and the number of Shares to be acquired, at any time upto seven working days prior to the closure of the Open Offer.
The capitalized terms used but not defined in this Corrigendum will have the same meaning as defined in the PA/LOF.
All other terms and conditions of the Open Offer shall remain unchanged.
(For more details kindly refer Corporate Announcements on www.bseindia.com). |
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