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Wall Street Cover.Pmd LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Letter of Offer is sent to you as a shareholder of Wall Street Finance Limited. If you require any clarifications about the action to be taken, you may consult your stock-broker or investment consultant or the Manager/ Registrar to the Offer. In case you have recently sold your shares in Wall Street Finance Limited, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum- Acknowledgement, Form of Withdrawal and Transfer Deed to the member of the Stock Exchange through whom the said sale was effected. CASH OFFER AT Rs. 55.50/- PER FULLY PAID-UP EQUITY SHARE AT Rs. 10.40/- PER PARTLY PAID-UP EQUITY SHARE (“Offer Price”) Pursuant to The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof (the “SEBI (SAST) Regulations” or “Regulations”) TO ACQUIRE Up to 2,325,000 Fully Paid-Up Equity Shares of face value Rs. 10/- each (“Offer”) representing 20% of the Paid- Up Equity Share Capital OF WALL STREET FINANCE LIMITED Registered Office: Unit No. 101-112, First Floor, Chintamani Plaza, Andheri-Kurla Road, Chakala, Andheri (East), Mumbai - 400 099. Tel: +91 22 2288 2960 Fax: +91 2287 3314 (the “Target Company” or “WSFL”) BY SPICE INVESTMENTS & FINANCE ADVISORS PRIVATE LIMITED Registered Office : D-1, Sector 3, Noida – 201 301, Uttar Pradesh Tel: +91 120 4363600 Fax: +91 120 4320467 (the “Acquirer” or “Spice Finance”) Attention: 1. The Offer is being made pursuant to Regulations 10 and 12 of the SEBI (SAST) Regulations. 2. The Offer is not conditional upon any minimum level of acceptance. 3. The Offer is subject to the approval from Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 (“FEMA”), if any, for acquisition of equity shares by the Acquirer from non-resident persons under the Offer. 4. In case of delay in receipt of any statutory approvals, SEBI has power to grant extension of time to Acquirer for payment of consideration to the shareholders, who have validly tendered their shares, subject to Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also be applicable. 5. Shareholders who have accepted the Offer by tendering the requisite documents in terms of Public Announcement/ Letter of Offer shall have the option to withdraw their acceptance up to Wednesday, February 03, 2010 i.e. 3 (three) working days prior to the date of closure of the Offer viz. Monday, February 08, 2010. Such requests for withdrawal should reach the designated collection centres before 4:00 p.m. on Wednesday, February 03, 2010. 6. If there is an upward revision in the Offer Price or withdrawal of the Offer by the Acquirer prior to or on the last date for revising the Offer Price viz. Thursday, January 28, 2010, you will be informed by way of another public announcement in the same newspapers in which the first Public Announcement was published. The Acquirer shall pay such revised price for all the shares validly tendered any time during the Offer and accepted under the Offer. 7. The Acquirer may withdraw the Offer in accordance with the conditions specified in Regulation 27 of the Takeover Regulations. In the event of such withdrawal, the same would be notified by way of a public announcement in the same newspapers in which the PA was published. 8. There has been no competitive bid as on the date of this Letter of Offer. 9. The procedure for acceptance is set out in Section 10 of this Letter of Offer. A Form of Acceptance-cum-Acknowledgement and Form of Withdrawal are enclosed with this Letter of Offer. 10. The Public Announcement and this Letter of Offer, Form of Acceptance and Form of Withdrawal are also available on SEBI’s Website (www.sebi.gov.in) from the Offer Opening Date viz. Wednesday, January 20, 2010. A copy of the Form of Acceptance may also be obtained from the Registrar to the Offer commencing on the date of the dispatch of the Letter of Offer. All future correspondence, if any should be addressed to the Registrar to the Offer at the address mentioned below: MANAGER TO THE OFFER REGISTRAR TO THE OFFER IDBI Capital Market Services Limited Karvy Computershare Private Limited Mafatlal Centre, 5th floor, 17-24 Vithalrao Nagar, Nariman Point, Madhapur Mumbai – 400021. Hyderabad - 500081. Tel No: +91 22 4322 1212; Tel: + 91 40 23431553; Fax No: +91 22 2283 8782 Contact Person; Mr. Murali Krishna Contact Person: Mr. Subodh Mallya Fax No. + 91 40 23431551; Email: [email protected] Email: [email protected]; SEBI Registration No: INM000010866 SEBI Registration No: INR000000221 OFFER OPENS ON : Wednesday, January 20, 2010 OFFER CLOSES ON: Monday, February 08, 2010 (For schedule of Major Activities of the Offer, please refer to the next page) SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER: Activity Day & Date Public Announcement Date September 08, 2009, Tuesday Specified Date * September 08, 2009, Tuesday Last date for a competitive bid September 29, 2009, Tuesday Date by which Letter of Offer to be dispatched to shareholders January 13, 2010, Wednesday Date of Opening of the Offer January 20, 2010, Wednesday Last date for Revising the Offer price/ number of Shares January 28, 2010, Thursday Last date for Withdrawing of acceptance from the Offer February 03, 2010, Wednesday Last date for Closing of the Offer February 08, 2010, Monday Last date of communicating rejection / acceptance and for dispatch of consideration for acceptance and of Share certificate(s) for the rejected February 22, 2010, Monday Shares / credit of unaccepted dematerialized Shares. * Specified date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of the shares of WSFL (except Acquirer and Sellers) are eligible to participate in the Offer any time before the closure of the Offer. Note: Duly Signed Application and Transfer Deed(s) together with share certificate(s) should be dispatched by Registered Post / Courier or hand delivered to the Registrar to the Offer at the collection centres, and the said forms should reach not later than 4.00 p.m. on Monday, February 08, 2010. ‐ 2 ‐ RISK FACTORS 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. Given below are the risks related to the transactions, the Offer and getting associated with the Acquirer. 1. The Offer is subject to the receipt of requisite approvals. In the event of such approvals not being received in a timely manner or litigation leading to a stay on the Offer, or SEBI instructing that the Offer should not proceed, the Offer process may be delayed beyond the schedule indicated in this Letter of Offer. Consequently, the payment of consideration to the Shareholders, whose shares have been accepted in the Offer, as well as the return of the Shares not accepted by the Acquirer may be delayed. 2. Shareholders should note that after the last date for withdrawal of acceptances under the Offer i.e. Wednesday, February 03, 2010, shareholders who have lodged the Equity Shares will not be able to withdraw them even if the acceptance of Equity Shares under the Offer and dispatch of consideration gets delayed. The tendered Equity Shares and documents will 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. 3. The Acquirer makes no assurance with respect to the market price of the Shares of Wall Street Finance Limited, both during the Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by the shareholders on whether to participate or not to participate in the Offer. 4. The Acquirer has entered into the Forex business with the Acquisition of the Target Company. While the Acquirer has made its best efforts to install a team of key personnel who are well trained and highly qualified to manage the business, it cannot guarantee the performance of the target company. This is largely due to the fact that the business, by its nature, is dependent on the vagaries of the global economic movement, movement of funds across geographies, which includes travel, remittances and other forms of foreign exchange transactions. 5. The Acquirer makes no assurance with respect to the financial performance of Wall Street Finance Limited. 6. The Acquirer and the Manager to the Offer, accept no responsibility for statements made otherwise than in the Public Announcement or the Letter of Offer or in the advertisement or any materials issued by or at the instance of the Acquirer and the Manager to the Offer, and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. ‐ 3 ‐ Contents 1. DEFINITION .......................................................................................................................... ‐ 5 ‐ 2.
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