Piramal Glass Limited
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This offer letter (“Offer Letter”) is being sent to you as a Public Shareholder of Piramal Glass Limited. In case you have recently sold your Offer Shares in the Company, please hand over this Offer Letter and the accompanying Bid Form and Transfer Deed (in case of Offer Shares held in physical form) to the member of the stock exchange through whom the sale was effected. OFFER LETTER for Delisting of Equity Shares From THE SRI HARI TRUST ACTING THROUGH ITS CORPORATE TRUSTEE – PEL MANAGEMENT SERVICES PRIVATE LIMITED (the “Acquirer” or “Promoter”) having its registered office at Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013 Tel: +91-22-3046 6969 Fax: +91-22-3046 7855 Email: [email protected] Website: www.piramalglass.com inviting you to tender your fully paid-up equity shares of Rs. 10/- each of Piramal Glass Limited, (the “Company”) having its registered office at Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013, pursuant to a reverse book-building process in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“SEBI Regulations”) THE OFFER OPENS AT 10.00 A.M., INDIAN STANDARD TIME ON MAY 21, 2014 AND THE OFFER EXPIRES AT 3.00 P.M., INDIAN STANDARD TIME OR SUCH EXTENDED TIME AS MAY BE GRANTED BY THE BSE ON MAY 27, 2014. Note: If you wish to tender your Offer Shares to the Acquirer, you should: Read this Offer Letter and the instructions herein. Complete and sign the accompanying Bid Form in accordance with instructions therein and in this Offer Letter, which is enclosed at the end of this booklet. Ensure that (a) you have credited your Offer Shares to the specified Special Depository Account (details of which are set out in this Offer Letter) and obtained a copy of your Depository Participant Instruction in relation thereto, or (b) in case of Offer Shares held in physical form, executed the transfer deed Submit (a) your Bid Form along with the relevant documents and (b) a copy of your Depository Participant Instruction by physical delivery or (c) physical share certificate along with the executed transfer deed (applicable only in the case of Offer Shares held in physical form) to one of the Bid Centres set out in this Offer Letter. If you are resident in areas where no Bid Centre is located, you may send the above by registered post or courier (at your risk and cost) to Kotak Securities Limited as per the details set out in this Offer Letter, such that it is received before 3.00 p.m. on the Bid Closing Date, namely, on May 27, 2014 Detailed procedures for the submission and settlement of Bids are set out in Paragraphs 17 and 18 respectively. The approvals as mentioned in Paragraph 12 are the approvals required to implement the transactions described in this Offer Letter. So far as the Acquirer is aware, no other statutory approvals other than those mentioned in Paragraph 12 are required in relation to shares tendered by the non-resident shareholders under the transactions described in this Offer Letter. Manager to the Offer Registrar to the Offer Kotak Mahindra Capital Company Limited Link Intime India Private Limited 27 BKC, 1st Floor, Plot No.C-27, "G" Block C-13 Pannalal Silk Mill Compound Bandra Kurla Complex, Bandra (East) L.B.S Marg, Bhandup (West) Mumbai – 400 051 Mumbai – 400 078 Tel : +91 22 4336 0128 Tel: +91 22 2596 7878; Fax: +91 22 6713 2445 Fax: +91 22 2596 0329 Email: [email protected] Contact Person: Mr. Pravin Kasare Contact Person: Mr. Ganesh Rane Email: [email protected] Floor Price: Rs. 89.45 per equity share of face value Rs. 10/- each of the Company Activity Date Day Resolution for delisting the Shares passed by the shareholders of March 20, 2014 Thursday the Company Issue of the Public Announcement April 28, 2014 Monday Specified Date^ May 02, 2014 Friday Dispatch of Letters of Offer / Bid Forms to Public Shareholders May 07, 2014 Wednesday Bid Opening Date (10 a.m.) May 21, 2014 Wednesday Last date for upward revision or withdrawal of Bids May 26, 2014 Monday Bid Closing Date (3 p.m.) May 27, 2014 Tuesday Last Date for Public Announcement of Discovered Price/ Exit Price June 06, 2014 Friday and Acquirer’s acceptance/non-acceptance of Discovered Price/ Exit Price Last date for payment of consideration for the Offer Shares tendered June 10, 2014 Tuesday under the Offer # Last date for return of Offer Shares tendered under the Offer to June 10, 2014 Tuesday Public Shareholders in case of failure of Offer Bids will not be uploaded during the period May 24, 2014 and May 25, 2014 as they are non-working days in terms of SEBI Regulations ^ Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to whom this Offer Letter will be sent. However, all owners (registered or unregistered) of the Offer Shares are eligible to participate in the Offer any time on or before the Bid Closing Date. # Subject to the acceptance of the Discovered Price or offer of an Exit Price by the Acquirer Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of a corrigendum to the Public Announcement in the same newspapers where the Public Announcement is being issued. Table of Contents 1. THE OFFER ........................................................................................................... 5 2. INFORMATION ON THE ACQUIRER ................................................................... 6 3. NECESSITY AND OBJECTS OF THE DELISTING OFFER ................................. 7 4. INFORMATION ON THE COMPANY .................................................................... 7 5. STOCK EXCHANGES FROM WHICH THE SHARES OF THE COMPANY ARE SOUGHT TO BE DELISTED ................................................................................. 9 6. STOCK MARKET DATA REGARDING THE COMPANY ...................................... 9 7. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ............ 10 8. LIKELY POST DELISTING SHAREHOLDING PATTERN .................................. 12 9. DETERMINATION OF THE FLOOR PRICE ........................................................ 12 10. DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE ....................... 13 11. CONDITIONS TO THE OFFER ........................................................................... 13 12. STATUTORY AND REGULATORY APPROVALS .............................................. 14 13. BID OPENING DATE AND BID CLOSING DATE ............................................... 14 14. ELIGIBLE SHAREHOLDERS .............................................................................. 14 15. DETAILS OF BID CENTRES AND TRADING MEMBER .................................... 15 16. PROCEDURE FOR BIDDING .............................................................................. 15 17. PROCESS FOR SUBMISSION OF BID FORM ................................................... 17 18. PROCEDURE FOR SETTLEMENT ..................................................................... 17 19. PROPOSED TIMETABLE FOR THE OFFER ...................................................... 18 20. ESCROW ACCOUNT / BANK GUARANTEE ...................................................... 19 21. MINIMUM ACCEPTANCE CONDITION .............................................................. 19 22. ISIN....................................................................................................................... 19 23. TAX TO BE DEDUCTED AT SOURCE (TO BE UPDATED) ............................... 19 24. COMPLIANCE OFFICER ..................................................................................... 21 25. DISCLAIMER CLAUSE OF BSE .......................................................................... 22 26. GENERAL DISCLAIMER ..................................................................................... 22 KEY DEFINITIONS Acquirer The Sri Hari Trust acting through its Corporate Trustee – PEL Management Services Private Limited) is established as a trust, is governed by The Indian Trusts Act, 1882 and has its registered office at Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013. Bid Offer by a Public Shareholder to tender his/her Offer Shares by submitting a Bid Form at the relevant Bid Centre during the Bid Period Bid Centres The centres listed in paragraph 19 of this Offer Letter for the submission of Bid Forms Bid Closing Date 3.00 p.m. or such extended time as may be granted by the BSE on May 27, 2014 being the last date of the Bidding Period Bid Form Bid form as enclosed with this Offer Letter and specifically marked as ‘Bid Forms’ Bid Opening Date 10.00 a.m. on May 21, 2014 being the date on which the Bidding Period commences Bidding Period Bid Opening Date to Bid Closing Date Board Board of Directors of the Company Book Building The process described under paragraph 10.2 Process BSE BSE Limited CDSL Central Depository Services (India) Limited Company Piramal Glass Limited, having its registered office at Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013 Depository The instruction from a Public Shareholder to the depository participant to credit/pledge Offer Participant Instruction Shares to the Special Depository Account Discovered Price Minimum price payable by the Acquirer for the Offer Shares it intends to acquire pursuant to the Offer, as determined in accordance with the SEBI Regulations,