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Letter of Offer -PDF LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This document (‘Letter of Offer’ or ‘LoF’) is sent to you as a shareholder(s) of Adani Enterprises Limited (‘AEL’ or the ‘Target Company’). If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold your shares in AEL, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement and Form of Withdrawal and Transfer Deed to the member of stock exchange through whom the said sale was effected. CASH OFFER by The Acquirer Adani Infrastructure Services Private Limited Registered Office: ‘Adani House’, Near Mithakhali Six Roads, Navrangpura, Ahmedabad-380 009, India, Tel: +91 -79-2656 5555, 2555 5555 Fax:+91-79-2656 5500 and The Person Acting in Concert with the Acquirer Adani Agro Private Limited Registered Office: 8th Floor, ‘Shikhar’, Near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad-380 009, India, Tel: +91 -79-2656 5555, Fax:+91-79-2656 5500 (Adani Infrastructure Services Private Limited and Adani Agro Private Limited hereinafter collectively referred to as ‘Acquirers’) for the acquisition of up to 1,99,72,691 fully paid-up equity shares of Re. 1/- each representing approximately 8.1% of the total paid-up equity share capital of Adani Enterprises Limited (Name changed from ‘Adani Exports Limited’ to ‘Adani Enterprises Limited’ w.e.f. August 10, 2006) Registered Office: ‘Adani House’, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009, Gujarat, India, Telephone : +91 79 2656 5555, Fax: +91 79 2656 5500 at Rs. 350/- per Equity Share payable in cash Attention:(1) This Offer is being made pursuant to the Regulations 11(2A) read with 21(3) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof (2) The Offer is not subject to any minimum level of acceptance by the shareholders of AEL. (3) The Offer is subject to the following statutory and regulatory approvals and clearances required to acquire shares tendered pursuant to the Offer: Approval of RBI under FEMA, if required, for acquiring Shares tendered and accepted under the Offer by non-resident shareholders of AEL. As on date, there are no other statutory or regulatory approvals required, other than those indicated above. (4) The Acquirers will make the application for requisite approval to the RBI, if required, on closure of the Offer for acquisition of the Shares tendered and accepted under the Offer. (5) If there is any further upward revision of the Offer Price by the Acquirers till the last date for revision viz. Friday, August 31, 2007 or withdrawal of the Offer subject to compliance with regulation 27 of SAST 1997, the same would be informed by way of a public announcement in the same newspapers in which the Public Announcement had appeared. Such revised Offer Price would be payable for all the Shares tendered anytime during the Offer and accepted under the Offer. (6) Shareholders, who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, can withdraw the same up to three working days prior to the closure of the Offer i.e. Thursday, September 06, 2007 (7) No competitive bid has been announced till the date of this Letter of Offer. (8) A copy of the Public Announcement and Letter of Offer (including Form of Acceptance-cum-Acknowledgement and Form of Withdrawal) is also available on SEBI’s website (www.sebi.gov.in). MANAGER TO THE OFFER REGISTRAR TO THE OFFER ICICI Securities Limited ICICI Centre, H.T. Parekh Marg, Churchgate Pinnacle Shares Registry Private Ltd. Mumbai 400 020, India Near Asoka Mills Ltd., Naroda Road Tel: +91 22 2288 2460 Ahmedabad - 380 025 Fax: +91 22 2282 6580 Tel No. +91-79 2220 4226, 2220 0338 Email: [email protected] Fax +91-79-2220 2963 E-mail: [email protected] Contact Person: Mr. Debasis Panigrahi Contact Person: Mr. Gautam Shah OFFERS OPENS ON : FRIDAY, AUGUST 24, 2007 OFFER CLOSES ON : WEDNESDAY, SEPTEMBER 12, 2007 Schedule of the Major Activities of the Offer Activity Original Schedule Revised Schedule Day, Date Day, Date 1 Date of publication of Public Announcement Thursday, February 15, 2007 Thursday, February 15, 2007 2 Specified date (for the purpose of determining Friday, March 09, 2007 Friday, March 09, 2007 the names of shareholders to whom the Letter of Offer would be sent) 3 Last date for announcement of a competitive Wednesday, March 07, 2007 Wednesday, March 07, 2007 bid 4 Date by which Letter of Offer will be posted to Wednesday, March 28, 2007 Tuesday, August 21, 2007 shareholders 5 Date of Opening of the Offer Thursday, April 05, 2007 Friday, August 24, 2007 6 Last date for revising the Offer Price / number Thursday, April 12, 2007 Friday, August 31, 2007 of Shares 7 Last date for withdrawing acceptance from the Wednesday, April 18, 2007 Thursday, September 06, 2007 Offer 8 Date of Closure of the Offer Tuesday, April 24, 2007 Wednesday, September 12, 2007 9 Date of communicating rejection / acceptance Wednesday, May 09, 2007 Thursday, September 27, 2007 and payment of consideration for applications accepted RISK FACTORS Risks related to the proposed Offer The risk factors set forth below pertain to the Offer and are not in relation to the present or future business operations of the Target Company or other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the Offer. Shareholders of the Target Company are advised to consult their stockbroker or investment consultant, if any, for analyzing all the risks with respect to their participation in the Offer. 1. The Offer involves an offer to acquire up to 1,99,72,691 fully paid equity shares of AEL, constituting approximately 8.1% of total fully paid-up equity share capital of AEL from the Eligible Persons for the Offer. In the case of oversubscription in the Offer, as per the Regulations, acceptance would be determined on a proportionate basis and hence there is no certainty that all the Shares tendered by the shareholders in the Offer will be accepted. 2. In the event that either (a) a statutory and regulatory approval is not received in a timely manner, (b) there is any litigation leading to a stay of the Offer, or (c) SEBI instructing the Acquirers not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the shareholders of the AEL whose Shares have been accepted in the Offer as well as the return of the Shares not accepted by the Acquirers may be delayed. In case of the delay, due to non-receipt of the statutory approvals, as per Regulation 22(12) of the Regulations, SEBI may, if satisfied that the non-receipt of approvals was not due to the wilful default or negligence or failure to diligently pursue on the part of the Acquirers, grant an extension for the purpose of completion of the Offer subject to the Acquirers paying interest to the shareholders, as may be specified by the SEBI. 3. Further, shareholders should note that after the last date of withdrawal i.e. Thursday, September 06, 2007, the shareholders who have lodged the Shares would not be able to withdraw them even if the acceptance of Shares under the Offer and dispatch of consideration gets delayed. The tendered shares and documents would be held by the Registrar to the Offer, till such time as the process of acceptance of tenders and the payment of consideration is completed. 4. The Offer is subject to the receipt of statutory and regulatory approvals, as provided under Section ‘Statutory Approvals and Conditions of the Offer’ of this Letter of Offer for the acquisition of Shares by the Acquirers under the Offer. The Acquirers may not to be able to proceed with the Offer in the event the approvals are not received in terms of Regulation 27 of the Regulations. Delay, if any, in the receipt of these approvals may delay completion of the Offer. 2 5. The Shares tendered in the Offer will be held in trust by the Registrar to the Offer, till the completion of the Offer formalities. Accordingly, the Acquirers makes no assurance with respect to the market price of the Shares both during the Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by the shareholders of AEL on whether to participate or not to participate in the Offer. 6. The transaction is subject to completion risks as would be applicable to similar transactions. Risks involved in associating with the Acquirers 7. The Acquirers makes no assurance with respect to the future financial performance of the Target Company. 8. SEBI vide an order dated May 25, 2007 had prohibited seven Adani Group entities viz. Adani Agro Private Limited, Adani Impex Private Limited, Crown International, Shahi Property Developers Private Limited, Adani Properties Private Limited, Advance Exports and Intercontinental India from accessing the securities market directly or indirectly and also prohibited them from buying/selling or otherwise dealing in securities in any manner for a period of two years from the date of the order. Adani Agro Private Limited, one of the entities named in the said order, is the person acting in concert with the Acquirer for the purpose of this offer.
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