. Announcement for the Open Offer, they could not form part of the . on the above matters as per the requirements of the business and in line PUBLIC ANNOUNCEMENT . . . Public Announcement or the draft Letter of Offer. . with opportunities from time to time. In any event such steps relating to For the attention of the Shareholders of . Simultaneous to the submission of the demerger proposal to L&T, we . sale of or encumbrance, if any, of the substantial asset of L&T and . . restructuring as aforesaid will be governed by the applicable provisions Larsen & Toubro Limited . had informed the stock exchanges of the same on January 27, 2003. . . Further, as directed in your letter under reply, we have also made a . of the Regulations, Companies Act, 1956 and/or other applicable laws at . . the relevant time, and will be subject to prior approval of shareholders of [Registered Office: L&T House, Ballard Estate, Mumbai 400 001] . further disclosure to the stock exchanges on February 26, 2003. . . We propose to make suitable disclosures in the finalised Letter of . L&T. . . . Offer and in the further public announcement once SEBI clears our . BACKGROUND TO THE OFFER . l . . This further Public Announcement is being made as per the directions of . Submission of letter of resignation by the Representatives to the . proposal to proceed with our existing Offer. . On November 18, 2001, Grasim Industries Limited (“Grasim” or . . . SEBI. This is in connection with the Public Announcement (“Public . Board of Directors of the company.” . 3. The present Offer is a voluntary offer under Regulation 10 read with . “Purchaser”) acquired 25,000,000 Equity Shares, aggregating 10.05% Announcement”) by JM Morgan Stanley Private Limited (“JMMS”) as . . . . 4. The reasons for the premium paid by GIL for acquisition of L&T . Regulation 14 (1) of the Regulations. The Offer was not triggered . of the paid-up and voting share capital of Larsen and Toubro Limited Managers to the Offer on behalf of Grasim Industries Limited (“Grasim”) . shares over then prevailing market price to RIL . either under Regulation 10 or Regulation 12 of the Regulations pursuant . (hereinafter referred to as “L&T” or “Target Company”) from Reliance and Samruddhi Swastik Trading and Investments Limited (“Samruddhi”) . . . . It is evident from the above that GIL’s public announcement did . to the sale/purchase agreement with Reliance Industries Limited . Industries Limited (“Seller” or “Reliance”) pursuant to a Share Purchase to the shareholders of Larsen & Toubro Limited (“L&T”) on . not contain material disclosures which are specified under . . Agreement (SPA) at a price of Rs. 306.60 per fully paid-up equity share . . entered into way back on November 18, 2001. Hence, we respectfully . October 14, 2002 pursuant to and in compliance with the Securities and . Regulations 16 (ix) and 16 (xix) of SEBI (Substantial Acquisition of . submit that it was not necessary to include salient features of the said . of L&T. Some of the usual salient features of the SPA are as follows: Exchange Board of India (Substantial Acquisition of Shares and . . . . Shares and Takeovers) Regulations 1997. . transaction in the Public Announcement, any more than the disclosures . l The Seller confirms that upon the sale of the shares as aforesaid, it Takeovers) Regulations, 1997 (the “Regulations”) and the subsequent . . . . The above findings of the investigations conducted by SEBI are . already made regarding the price, number and percentage of shares . does not hold either by itself or through its affiliates or associates any public announcements of November 21, 2002 and November 30, 2002. . . . . communicated to you in terms of Regulation 42(1) of SEBI (Substantial . acquired in November 2001 which are adequate to enable the . shares of L&T or any instrument that would confer or will provide a The terms used but not defined in this public announcement shall have . Acquisition of Shares and Takeovers) Regulations 1997 and you are . shareholders to take an informed decision. . right to acquire any equity shares or any other instrument that provides . . . the same meaning assigned to them in the Public Announcement. . advised to provide your comments on the same within 15 days from the . However, if you feel that we should make some more disclosures as . or will provide voting rights. . . . Securities and Exchange Board of India (“SEBI”), vide their letter . receipt of this communication. . pointed out by you, we would have no objection to include the same . l The Seller undertakes that upon execution of this agreement, the No. TO/AT/4910/03 dated March 5, 2003, addressed to JMMS, has . . . . Further, you are also advised to disseminate immediately the following . in the finalised Letter of Offer. . Seller and its subsidiaries, affiliates or associates will not acquire any directed to make the following further disclosures: . price sensitive information to all the stock exchanges where the scrip of . 4. We also respectfully submit that even in respect of Open Offers . equity shares of L&T or any other instrument that would confer a right 1. Findings of the investigation conducted by SEBI as . . . . Grasim Industries Ltd. is listed: . triggered under the Regulations through Sale/Purchase agreement, . to acquire any equity shares of L&T. The Seller further undertakes not communicated to Grasim vide letter No. IES/SR/SS/4297/03 . GIL made a proposal to L&T on January 27, 2003 and this proposal was . there is no requirement under the Regulations to disclose the reason . to deal in the equity shares of L&T or any other instrument that dated February 25, 2003, which reads as under: . . . provides voting rights. The Seller makes this covenant so as to bind . circulated by L&T’s Board in its meeting held on January 29, 2003. GIL . for premium paid over the then prevailing market price, nor is there . “As you are aware, Chairman, SEBI ordered an investigation into the . made proposal for vertical demerger of L&T’s cement business into a . any market practice to disclose the same. It is for this reason that we . themselves, their affiliates, associates and any person acting at their affairs relating to possible acquisition of shares and/or control of L&T Ltd. . . did not disclose the reason for paying premium for acquisition of L&T . behest. . separate company and for making an open offer for acquiring control . . by persons acting individually or in concert and to ascertain whether . over the proposed new cement company by GIL at price of Rs. 130/- . shares over the then prevailing market price in the Public . l The Seller acknowledges that the obligations as mentioned in the two any provisions of the SEBI Act, 1992 and various Rules and Regulations . per share. Further, it has been stated by GIL in the same proposal to . Announcement or in the draft Letter of Offer. . points above, shall be of an enduring nature and in any event the made there under have been violated, more particularly as to whether . . . . L&T Board that the value (price of Rs. 130 per share for cement business) . If however you still require us to make any disclosure on this aspect of . Seller shall be obliged to comply with the same for a minimum period any person/ entity is guilty of having contravened the provision of the . is based on a combination of methods and the ratio of equity value of the . . of 5 years from the date hereof. . . the matter, we will be prepared to do so as you may require. . SEBI Act, 1992 or SEBI (Substantial Acquisition of Shares and Takeovers) . . l . remaining L&T business to the equity value of cement business is . In view of the above, we respectfully submit that our Merchant Bankers . Following the sale of the equity shares as aforesaid the Sellers Regulations, 1997 framed there under. . 1.25:1. In other words, GIL has valued the cement business of L&T at . have made all the disclosures as required under the Regulations . and /or representatives will in good faith arrange to convene Board Investigation revealed that: . Rs. 130 per share and remaining businesses of L&T at Rs. 162.50 per . . meeting(s) of L&T as soon as possible to inter-alia transact the . . especially Regulation 16(ix) and 16(xix) in letter and spirit and these . GIL made a public announcement on October 13, 2002 and offered to . share and hence the total equity value of L&T is Rs. 292.50 per share . disclosures fully complied with the relevant provisions of the Regulations . following business and support the same :- . . . purchase upto 20% of the paid-up equity share capital of L&T at Rs.190 . as per GIL’s valuation.” . l . . on the date of the Public Announcement. . Informing the Board of Directors of L&T in respect of the shares per share and GIL has stated that “This offer is being made pursuant to . 2. Reply of Grasim vide letter dated February 28, 2003 (to the . We will however make further disclosure in the Letter of Offer and / or to . acquired by the Purchaser from the Seller under the spot delivery Regulation 10 and other provisions of chapter III of and in compliance . SEBI’s letter No. IES/SR/SS/4297/03 dated February 25, 2003), . . contract. . . make further Public Announcement on the points mentioned by you. . with the Regulations, for the purpose of substantial acquisition of shares”. . which reads as follows: . We trust that our above submissions and explanations fully meet your . l Submission of the letter of resignation by its Representatives to the Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) . “We refer to your captioned letter and also to our letter dated February . . Board of Directors of L&T. . . requirements. In case you require any further information / clarification, . Regulations 1997 requires an acquirer to make public offer to purchase . 26, 2003 forwarding to you a copy of our intimation to the stock exchanges . we shall be pleased to provide the same on hearing from you.” . REASONS FOR THE PREMIUM PAID BY GRASIM TO RELIANCE atleast 20% of the paid-up equity of a company before the acquirer . . . . in the matter, which letter was sent to the stock exchanges as per your . 3. Disclosure to be made by Grasim vide its letter dated March . FOR ACQUIRING THE L&T SHARES OVER THE THEN PREVAILING acquires 15% or more of the voting rights in that company. As on . . . . directive contained in the aforesaid letter. . 03, 2003 to SEBI. The body of the letter reads as follows: . MARKET PRICE OF L&T October 13, 2002, GIL and its subsidiary Samrudhi Swastik Trading & . . . . At the outset we respectfully submit that as correctly observed by you, . “We refer to our previous letter dated 28th February, 2003 and to our . The premium paid to the prevailing market price was considered Investments Ltd. were holding 3,61,21,540 shares of L&T representing . . . . the present Offer to acquire up to 20% of the total subscribed and fully . personal submission to you in the matter. . justifiable inter-alia taking into account the following: 14.53% of the paid-up equity share capital of L&T. Regulation 14(1) of . paid-up equity capital of L&T (the Offer) is a voluntary Offer made under . . . . As desired by you, we enclose herewith the suggested draft of the . l The purchase of block equity shares is invariably at a premium to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations . Regulation 10 read with Regulation 14(1) and other Regulations of Chapter . . . . disclosure which Grasim may make in its finalized Letter of Offer and the . prevailing market price. In this case, the transaction was for a block 1997 requires the acquirer to make public announcement for open offer . III of Securities and Exchange Board of India (Substantial Acquisition of . . . . further Public Announcement. . purchase of a sizeable equity stake in L&T. not later than 4 working days of entering into an agreement for acquisition . Shares and Takeovers) Regulations, 1997 (the “Regulations”) for . . . . We now request you to kindly clear our present Offer to acquire up to . l The sale consideration represented the value for the entire stake of of shares or voting rights or deciding to acquire shares or voting rights . substantial acquisition up to 20% equity shares of L&T. . . . . 20% of the total subscribed and fully paid-up equity capital of Larsen & . 25,000,000 shares held by Seller, which made Grasim the single exceeding 15%. It has been stated in the said offer document of GIL and . In our respectful submission, our Merchant Bankers to the Open Offer . . . . Toubro Ltd (L&T) made under Regulation 10 read with Regulation 14(1) . largest shareholder in L&T only next to the Financial Institutions. This its subsidiary that “The Board of Grasim has thought fit to augment the . have made full and complete disclosure in the public announcement, as . . . . and other Regulations of Chapter III of Securities and Exchange Board of . transaction embodies in it the exit of Seller as shareholder of L&T. holding in L&T beyond 15%. Accordingly, Grasim and its wholly owned . per the requirements of the Law / Regulations. The Merchant Banker . . . . India (Substantial Acquisition of Shares and Takeovers) Regulations, . l The share price prevailing on the stock exchanges at that time, given subsidiary, Samruddhi acting in concert, are hereby making a voluntary . has also had the benefit of legal advice in finalizing the Public . . . . 1997 for substantial acquisition up to 20% equity shares of L&T at the . the depressed market conditions, did not reflect the intrinsic value of open offer (“the offer”) to all the shareholders of L&T (other than the . Announcement and the draft Letter of Offer. . . Acquirer), to acquire from them up to 49,732,070 fully paid-up equity . . earliest.” . the businesses of L&T. . In addition to the above, we respectfully submit our in-seriatum reply to . . shares of L&T representing 20% of the subscribed and fully paid-up . . The enclosure to the said letter of Grasim dated March 03, 2003 . l The negotiated price represented the fair value on the basis of sum of . the observations made in the aforesaid letter: . . equity share capital of L&T, whereby upto 15% of the total subscribed . . reads as follows: . the parts valuation of the businesses of L&T. . 1. The objective and purpose of the Offer is substantial acquisition . . and fully paid-up equity capital of L&T would be acquired by Grasim and . . “DRAFT FOR REVISED INCLUSION IN THE PUBLIC l L&T is the largest cement producer in India besides having leadership . of shares of L&T as stated above. The same has been . . upto 5% of the subscribed and fully paid-up equity capital of L&T would . . ANNOUNCEMENT . position in knowledge Intensive Businesses. . disclosed under Paras 2.1 and 2.2 of the Public Announcement . . be acquired by Samruddhi), at a price of Rs.190 (Rupees One Hundred . RATIONALE FOR THE OFFER AND FUTURE PLAN l L&T is India’s premier Infrastructure Company and is poised to grow . dated October 14, 2002, the contents of which are being reproduced . . Ninety only) per fully paid-up equity share (the “offer price”) payable in . . . as Industrial/Infrastructure development accelerates in India.” . below for your ready reference. . The Offer to the shareholders of L&T is being made pursuant to Regulation . cash, on the terms and subject to the conditions set out below and in the . . 10 read with Regulation 14(1) of the Regulations for the purpose of . Further by the aforesaid letter dated March 05, 2003 SEBI had . “2.1The Offer to the shareholders of L&T is being made pursuant to . . Letter of Offer that would be sent to the shareholders of L&T.” It appears . . substantial acquisition of shares without change in control. . sought certain clarifications on the following issues: . Regulation 10 and other provisions of Chapter III of and in . . that GIL has made open offer pursuant to Regulation 10 read with . . The Aditya Birla Group, an Indian Multinational has identified inter-alia, . (a) the offer is made pursuant to reg. 10 read with 14(1) of the Regulations Regulation 14(1) of SEBI (Substantial Acquisition of Shares and Takeovers) . compliance with the Regulations for the purpose of substantial . . . acquisition of shares. . Cement and Knowledge-intensive businesses, with a strong service . for the purpose of substantial acquisition of shares without change in Regulations 1997. . . orientation, as significant growth opportunities. Grasim, with a major . control, . 2.2. The Aditya Birla Group, an Indian Multinational has identified . . However, GIL did not mention about the objective and purpose of the . . presence in Cement, finds synergies with L&T’s cement business. In . . inter-alia, Cement and Knowledge-intensive businesses, with a . . (b) offer size acquisition of the shares of L&T and the future plans, if any, of GIL for . . addition, L&T is recognized as a premier Indian enterprise with major . . strong service orientation, as significant growth opportunities. . . (c) extent of compliance with Reg. 15(1) L&T and how GIL proposes to implement such future plans. GIL is also . . investments in Cement, IT and other Knowledge-intensive service . . Grasim, with a major presence in Cement, finds synergies with . . (d) rationale for offer and future plan required to indicate the reason for acquisition of shares such as . . oriented businesses. Their Engineering & Construction business is a . . L&T’s cement business. In addition, L&T is recognized as a (e) offer price and consolidation of share holding or substantial acquisitions of shares without . . leading provider of solutions to the Infrastructure Sector, both in India and . . premier Indian enterprise with major investments in Cement, IT . . change in control of L&T or substantial acquisition of shares with change . . abroad. Grasim’s Offer to augment its equity stake in L&T is expected to . (f) other points under the heading “general”. . and other Knowledge-intensive service oriented businesses. . . in control of L&T etc. GIL is also required to give disclosures in the public . . yield the following benefits to both Grasim and L&T: . Clarifications sought on the said issues as stated in SEBI’s said letter is . Their Engineering & Construction business is a leading provider . . announcement regarding the GIL’s intention for disposal of any of the . . # This will enable the two companies to better compete in the rapidly . as under: assets of L&T in succeeding two years. If GIL has any other future plan . of solutions to the Infrastructure Sector, both in India and abroad. . . . . expanding cement market in India, against foreign multinationals, . (1) “Disclose that the offer is made pursuant to reg. 10 read with 14(1) of about L&T, the same shall be specified in the public announcement and . Grasim’s Offer to augment its equity stake in L&T is expected to . . the Regulations for the purpose of substantial acquisition of shares . yield the following benefits to both Grasim and L&T: . who have the benefit of scale on their worldwide operations. In the . also as to how GIL proposes to implement such plans. GIL has not . . process, the two companies will be in a position to derive multi- . without change in control, under the aforesaid headings as well as at . l This will enable the two companies to better compete in the . . made any disclosure regarding its intention to acquire control over L&T . . functional synergies, on an arms length basis, yielding potential cost . appropriate places in the offer document.” . rapidly expanding cement market in India, against foreign . . or L&T’s cement business in its public announcement. . . reduction and product/service innovations. . (2) “Confirm whether the proposed offer size of 49,732,070 fully paid . multinationals, who have the benefit of scale on their world . . GIL is also required to disclose all information that is essential for the . . . equity shares representing 20% of the total subscribed and fully paid . wide operations. In the process, the two companies will be in . # Enhance financial flexibility, and the ability to access both domestic . share holders to make an informed decision in regard to the offer. The . . and international capital at competitive costs, to support future growth . up equity capital of L&T, is in conformity with the provisions of following material information which are essential for the share holders . a position to derive multi-functional synergies, on an arms . . . . opportunities. . Reg. 21(5) of the Takeover Regulations.” to make an informed decision in regard to the offer have not been . length basis, yielding potential cost reduction and product / . . . . # Strengthening the intellectual talent within the two companies, with . (3) “Confirm whether the PA made on 14.10.02 was made in all editions disclosed in the public announcement: . service innovations. . . . . their diversity of skills, expertise and capabilities, to pursue growth . as required in terms of Reg. 15(1).” . l Enhance financial flexibility, and the ability to access both . . 1. Objective and purpose of the acquisition of shares and future plans of . . opportunities that are likely to emerge in the future. . (4) “That the acquisition in L&T is expected to yield certain benefits GIL including whether GIL has decided to acquire control over L&T . domestic and international capital at competitive costs, to support . . . . Subsequent to the making of the Public Announcement and submission . including multi-functional synergies, enhanced financial flexibility or any of the businesses of L&T and whether the acquisition of . future growth opportunities. . . . . of Draft letter of offer to SEBI, on January 27, 2003 Grasim made a . and the ability to access both domestic and international capital at shares through the present public announcement is for change in . l Strengthening the intellectual talent within the two companies, . . . . proposal to L&T for demerger of L&T’s cement business and this proposal . competitive cost and strengthening the intellectual talent within the control / management of L&T and other disclosures in full compliance . with their diversity of skills, expertise and capabilities, to pursue . . . . was circulated by L&T’s Board in its meeting held on January 29, 2003. . 2 companies. Disclose as to how these benefits would accrue to the with Regulation 16 of SEBI (Substantial Acquisition of Shares and . growth opportunities that are likely to emerge in the future.” . . . . The proposal inter-alia provides for the following: . acquirer when the offer is made only for substantial acquisition of Takeovers) Regulations 1997. . Further, the future plans as contemplated on the date of the Offer have . . . . a) A vertical demerger by L&T of its Cement Business on a going . shares and voting rights in terms of Reg. 10 without any change in 2. GIL made a proposal to L&T on January 27, 2003 and this . been elaborated in para 2.3 of the Public Announcement, the contents of . . . . concern basis, to a new company (herein referred to as “New . control.” proposal was circulated by L&T’s Board in its meeting held on . which are being reproduced below for your ready reference: . . . . Cement Company”), where all equity shareholders of L&T would . (5) “Justify the offer price in terms of applicable provisions of the January 29, 2003. GIL made proposal for vertical demerger of L&T’s . “2.3As on the date of this Public Announcement, Grasim/Samruddhi . . . . receive equity shares of New Cement Company in the same proportion . Regulations taking into consideration the various submissions made cement business into a separate company and for making an open . do not have any plan to make any major change to the existing . . . . to their existing equity holding in L&T. . by the acquirer during the course of investigation conducted by SEBI offer for acquiring control over the proposed new cement company . lines of business of L&T, or to dispose of or otherwise encumber . . including the valuation of L&T by GIL.” . . b) The said demerger may be carried out through a Scheme of . by GIL at price of Rs. 130/- per share. Further, it has been stated by . any assets of L&T in the next two years, except in the ordinary . . (6) “General GIL in the same proposal to L&T Board that the value (price of . course of business of L&T and/or its subsidiaries and except to . Arrangement under Sections 391-394 of the Companies Act, 1956. . . . . (i) SEBI vide letter dated 29.11.02 advised inter alia, that the acquirer Rs. 130 per share for cement business) is based on a combination of . the extent if so deemed necessary for the purpose of restructuring . c) Upon completion of the vertical demerger as aforesaid, it is the . . . . shall not acquire shares/voting rights of L&T in the open market methods and the ratio of equity value of the remaining L&T business . and/or rationalisation of assets, investments, liabilities or otherwise . intention of Grasim to make a subsequent Open Offer for an additional . . . . or through negotiation or otherwise with effect from 29.11.02. to the equity value of cement business is 1.25:1. In other words, GIL . of L&T in its interest. It will be for the Board of Directors of L&T to . 20% stake in the new Cement Company, at a price of Rs.130/- per . . . . Confirm the extent of compliance with the aforesaid communication has valued the cement business of L&T at Rs. 130 per share and . take appropriate decision in these matters as per the requirements . share (offer price) with the intention to seek control over the New . . . . and as also disclose the details of acquisition made after the date remaining businesses of L&T at Rs. 162.50 per share and hence the . of the business and in line with opportunities from time to time. In . Cement Company. For the sake of simplicity and to arrive at the . . . . of PA but on or before 28.11.02. total equity value of L&T is Rs. 292.50 per share as per GIL’s . any event such steps relating to sale of or encumbrance, if any, . indicative offer price per share, the equity capital of the New Cement . . . . (ii) Disclose any other material development from the date of PA till valuation. . of the substantial asset of L&T and restructuring as aforesaid will . Company is assumed to be Rs. 248.66 crore comprising of . . . . date which would be necessary for the investor to take an 3. On November 18, 2001, GIL entered into a sale/purchase agreement . be governed by the applicable provisions of the Regulations, . 24,86,60,346 fully paid up equity shares of the face value of Rs. 10 . . . . informed decision with regard to the offer. of shares with Reliance Industries Ltd.(RIL) while acquiring 2.5 crores . Companies Act, 1956 and/or other applicable laws at the relevant . each. It is recognized that the number of equity shares might differ . . . . (iii) Disclose in the offer document that “SEBI has initiated enquiry shares (10.05 % of equity capital of L&T) at Rs. 306.60 per share as . time, and will be subject to prior approval of shareholders of . and the value offered per share would consequently change in a . . . . proceedings against M/s J M Morgan Stanley Pvt. Ltd., Mumbai against the then prevailing market price of around Rs. 170/- per . L&T.” . proportionate manner. . . . . 400 00 to the captioned offer, for non-disclosure of certain share. The following conditions were imposed on the seller i.e. RIL . In view of the above, we respectfully submit that we did disclose our . Further, it is also stated by Grasim in the same proposal to L&T Board . . . . material information in the PA which has resulted in violation of vide the said agreement : . intentions and future plans as contemplated on the date of Public . that the value of Rs.130/- per share for the proposed new cement . . . company is based on combination of methods and the ratio of equity . Reg. 16(ix), (xix), 24(4) and 25(5) of the SEBI (SAST) l “The seller confirms that upon the sale of the shares as aforesaid, . Announcement in accordance with the applicable provisions of the . . . . Regulations, 1997 read with Rule 4(d) of SEBI (MB) Regulations, it does not hold either by itself or through its affiliates or associates . Regulations. The same were also reproduced in the draft Letter of Offer . value of the remaining business of L&T to the equity value of cement . . . . 1992 and Code of Conduct prescribed under Regulation 13 of any shares of the company; or any instrument that would confer or . which was filed with SEBI on October 24, 2002 as there were no . business is 1.25:1. On a sum of parts basis, assuming that a vertical . . . . SEBI (Mumbai 400 00) Regulations, 1992.” will provide a right to acquire any equity shares or any other . changes in our objectives, purpose and future plans with regard to L&T . demerger would create two separate entities, and on a relative basis, . . . . SEBI has stated that reply to the said letter of March 05, 2003 should instrument that provides or will provide voting rights. . even as on that date. We reiterate that all disclosures as required under . Grasim has valued the cement business of L&T at Rs. 130 per share . . . and the remaining business of L&T at Rs. 162.50 per share and hence, . reach them on or before March 14, 2003. l The seller undertakes that upon execution of this agreement, the . Regulation 16 of the Regulations have been made as there were and are . . . . with the aforesaid assumption, the equity value of L&T works out to . The revised Offer schedule will be intimated to the shareholders of L&T seller and its subsidiaries, affiliates or associates will not acquire . no plans to acquire control of L&T. . . . Notwithstanding this, we are agreeable to accept your suggestion to . Rs. 292.50 per equity share. . upon receipt of SEBI observations on the revised draft Letter of Offer. any equity shares of the company or any other instrument that . . . would confer a right to acquire any equity shares of the company. . provide clarification in the Public Announcement and the finalised Letter . Grasim also wishes to clarify that the price of Rs. 130 per equity share . The Boards of Directors of Grasim and Samruddhi accept responsibility . . . The seller further undertakes not to deal in shares of the company . of Offer that whilst we have decided to acquire more shares in L&T, . has been indicated in the proposal based on the limited published . for the information contained in this Announcement. . . information available to it. The same may vary depending upon further . and / or any other instrument that would confer a right to acquire . there is no decision to seek control or change in the existing management . . A copy of this public announcement can be downloaded from any equity shares of the company or any other instrument that . of the L&T. . details, which may become available, or any other related development. . SEBI’s website at www.sebi.gov.in . 2. As regards the subsequent proposal to acquire control over the . Grasim wishes to reiterate that it does not have any control over L&T. It . provides voting rights. The seller makes this covenant so as to . . . Issued by: MANAGER TO THE OFFER bind themselves their affiliates associates or any person acting at . cement business of L&T post vertical demerger, (if and when such . would be entirely upto the Board and shareholders of L&T to decide . . . . JM MORGAN STANLEY PRIVATE LIMITED their behest. . vertical demerger is put through), you will kindly note, that this . upon the proposal. They may accept the proposal with or without . . . modification or reject the same altogether. It is not possible for Grasim to . 141, Maker Chambers III, Nariman Point, l The seller acknowledges that the obligations as mentioned in point . proposal is a post offer event which occurred more than three months . . Mumbai – 400 021, India . . indicate any time frame for implementation of the above proposal of . no.1& 2 shall be of an enduring nature and in any event the seller . after the public announcement and filing of the draft Letter of Offer, and . . Phone: +91 22 5630 3030 . . demerger by L&T. . shall be obliged to comply with the same for a minimum period of . was necessitated by reason of the fact that the board of L&T was . . Fax: +91 22 2202 8224 . . . Email: [email protected] 5 years from the date hereof. . considering restructuring of their cement business and was going . Other than the above, Grasim/Samruddhi do not have any plan to make . . . any major change to the existing lines of business of L&T, or to dispose . Contact Person: Sachin Wagle l Following the sale of the shares as aforesaid the seller and / or . ahead with the same though our Open Offer was being looked into by . . . . of or otherwise encumber any assets of L&T in the next two years, . representatives will in good faith arrange to convene a Board . SEBI. In the circumstances, the Board of Directors of Grasim felt it . . On behalf of: Grasim Industries Limited and . . except in the ordinary course of business of L&T and/or its subsidiaries . meeting(s) of the Company as soon as possible to inter-alia transact . necessary to submit an alternative proposal on January 27, 2003 for . . Samruddhi Swastik Trading and Investments Limited . . and except to the extent if so deemed necessary for the purpose of . the following business and support the same. . the consideration of L&T’s board of directors. Even at this stage . . . whilst explaining the background in which the alternative proposal . restructuring and/or rationalisation of assets, investments, liabilities or . Sd/- l . . . Informing the Board of Directors of the company in respect of the . . otherwise of L&T in its interest. . Authorised Signatory shares acquired by the purchaser from the seller under the spot . was made, we reiterated our position regarding our existing Offer. . . . Since these developments were subsequent to the date of Public . It will be for the Board of Directors of L&T to take appropriate decisions . Place: Mumbai Date: March 6, 2003 delivery contract. . . .