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Letter of Offer BOC.Pmd

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Letter of Offer BOC.Pmd LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Letter of Offer is being sent to you as an equity shareholder(s) of BOC India Limited. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or the Manager to the Offer/ Registrar to the Offer. In case you have recently sold your Equity Shares in BOC India Limited, please hand over this Letter of Offer and the accompanying Form of Acceptance, Form of Withdrawal and Transfer Deed to the member of the stock exchange through whom the sale was effected. CASH OFFER BY The BOC Group plc (“Acquirer” or “The BOC Group plc”) Registered office: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England. Tel. No. +44-1483-242-200, Fax No. +44-1483-242-300. along with Linde Holdings Netherlands B.V. (“Linde Holdings Netherlands B.V.”) Registered office: Havenstraat 1, 3115HC, Schiedam, The Netherlands. Tel. No. +31 10 2461616, Fax No. +31 10 2461600. and Linde Finance B.V. (“Linde Finance B.V.”) Registered office: Atrium 7th floor, Strawinskylaan 3111, 1000 BL Amsterdam, The Netherlands. Tel. No. +31-2030-13800, Fax No. +31-2030-13809. and BOC Holdings (“BOC Holdings”) Registered office: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England. Tel. No. +44-1483-242-200, Fax No. +44-1483-242-300. (hereinafter collectively referred to as the “PACs ”) (hereinafter the Acquirer and the PACs being collectively referred to as the “Acquirer Group”) to acquire up to 17,056,845 fully paid up Equity Shares of Rs. 10/- each, representing 20% of the issued and paid-up voting capital at the expiry of 15 days after the date of closure of the offer of BOC India Limited (“BOC India Limited” or “Target Company”) Registered office: Oxygen House, P43 Taratala Road, Kolkata 700 088, India. Tel: +91-33-2401 4708/4710-16, Fax: +91-33-2401 4974/4206 at a price of Rs. 165/- (Rupees One Hundred and Sixty Five Only) per Equity Share (the “Offer Price”) The Offer is being made pursuant to and in compliance with Regulation 11(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof. The Offer is not subject to a minimum level of acceptance by the shareholders of the Target Company. Public Shareholders who accept the Offer by tendering the requisite documents, in accordance with the terms of the Public Announcement and the Letter of Offer, shall have the option to withdraw acceptance tendered by them up to three (3) working days prior to the date of closure of the Offer, in terms of Regulation 22(5A) of the SEBI (SAST) Regulations, i.e. by June 25, 2008. The Acquirer can revise the Offer Price upwards up to seven (7) working days prior to the date of closure of the Offer (i.e. by June 19, 2008). If there is any upward revision in the Offer Price by the Acquirer until the last date of revision, i.e. by June 19, 2008, or if the offer is withdrawn, the same will be informed by way of a public announcement in the same newspapers in which the Public Announcement has appeared. The Acquirer will pay such revised price for all the Equity Shares validly tendered anytime during the Offer and accepted under the Offer. The Offer for acquisition of the Equity Shares tendered under the Offer is subject to the approval of the RBI under FEMA and the rules and regulations made thereunder. The Acquirer has applied to the RBI on January 21, 2008 seeking its approval inter alia for the acquisition of the Offer Shares. The RBI has, vide its letter no. FE.CO.FID/20181/10.21.088/2007-08 dated February 27, 2008 given its no-objection to the Acquirer for the acquisition of the shares under the Offer, subject to compliance with the provisions of A.P (Dir Series) Circular No. 16 dated October 4, 2004 and prescribed pricing and documentation requirements, and further subject to the condition that any shares tendered by erstwhile OCBs in the Offer are referred to the RBI for its prior approval. There are no other statutory approvals required to implement the Offer other than that specified above. If any other statutory approvals become applicable prior to the completion of the Offer, the Offer would also be subject to such other statutory approvals. The Acquirer does not require any approvals from financial institutions or banks for the Offer. In case of a delay in the receipt of any statutory approval(s), SEBI has the power to grant an extension of time to the Acquirer for payment of consideration to the tendering shareholders, subject to the 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 a delay occurs on account of willful default or neglect or inaction or non-action by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will become applicable. However, as stated above, the Acquirer has received the RBI’s no-objection for the acquisition of shares under the Offer subject to the conditions mentioned above. If there is a competitive bid(s): z The public offers under all the subsisting bids shall close on the same date; z As the Offer Price cannot be revised during 7 (seven) working days prior to the closing date of the offers / bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly. There has been no competitive bid as of the date of this Letter of Offer. A copy of the Public Announcement and the Letter of Offer (including Form of Acceptance and Form of Withdrawal) is also available on SEBI’s website (www.sebi.gov.in). MANAGER TO THE OFFER REGISTRAR TO THE OFFER DEUTSCHE EQUITIES INDIA PRIVATE LIMITED INTIME SPECTRUM REGISTRY LIMITED, DB House, Hazarimal Somani Marg, Fort, C-13, Pannalal Silk Mills Compound, Mumbai 400 001 L.B.S. Marg, Bhandup West, Mumbai – 400 078 Tel.: +91-22-6658 4951 Fax.: +91-22-2200 6765 Tel: +91 22 2596 0320 Fax: +91 22 2596 0328 / 29 Email: [email protected] Email: [email protected] Contact Person: Mr. Abhishek Pandey Contact Person: Awani Thakkar OFFER OPENS ON : June 11, 2008 OFFER CLOSES ON :June 30, 2008 The table below summarizes the schedule of activities: No. Activity Day Date 1. Public Announcement (PA) Date Tuesday January 22, 2008 2. Last date for a competitive bid Tuesday February 12, 2008 3. Specified Date* Friday February 15, 2008 4. Date by which the Letter of Offer is to be dispatched to shareholders Saturday June 7, 2008 5. Date of opening of the Offer Wednesday June 11, 2008 6. Last date for revising the Offer Price/number of Equity Shares Thursday June 19, 2008 7. Last date for shareholders for withdrawing their acceptance of the Offer Wednesday June 25, 2008 8. Date of closure of the Offer Monday June 30, 2008 9. Last date of communicating rejection/ acceptance and payment of consideration Friday July 11, 2008 for applications accepted and for dispatch of hare certificates for the rejected shares or for credit of unaccepted demat shares *Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of the Equity Shares, except the Acquirer Group, are eligible to participate in the Offer anytime before the closing of the Offer. 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 its subsidiaries 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. ● The Acquirer makes no assurance with respect to the market price of the Equity Shares both during the Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by any Shareholder on whether to participate or not to participate 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. Risks related to the proposed Offer ● In the event that either (a) a regulatory approval is not received in a timely manner, (b) there is any litigation leading to a stay on the Offer, or (c) SEBI instructs the Acquirer 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 public shareholders of the Target Company whose Equity Shares have been accepted in the Offer as well as the return of the Equity Shares not accepted by the Acquirer may be delayed. In case of delay, due to non-receipt of statutory approvals, as per Regulation 22(12) of the SEBI (SAST) Regulations, SEBI may, if satisfied that the non-receipt of approvals was not due to willful default or negligence on part of the Acquirer, grant an extension for the purpose of completion of the Offer subject to the Acquirer paying interest to the shareholders, as may be specified by SEBI.
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