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New TICL Letter of Offer.Pmd LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is sent to you as Shareholders/beneficial owners of Equity Shares of Tata Investment Corporation Limited ("Tata Investment"/Target Company). If you require any clarifications about the action to be taken; you should consult your stock-broker or investment consultant or the Manager/Registrar to the Offer. In case you have recently sold your Equity Shares in the Target Company, 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 said sale was effected. CASH OFFER OF Rs 600 (Rupees Six Hundred only) PER FULLY PAID UP EQUITY SHARE OF Rs. 10 EACH (the "Offer Price") In terms of Regulation 11(2A) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("SEBI (SAST) Regulations") TO ACQUIRE Up to 9,783,000 fully paid up Equity Shares of face value Rs 10/- each, representing 28.39% of the Voting Capital ("Offer") OF Tata Investment Corporation Limited ("Tata Investment"/"Target") having its registered office at Ewart House, Homi Mody Street, Mumbai - 400 001. Tel: +91-22 -6665 7186, Fax: +91-22-2265 2629 BY Tata Sons Limited ("Tata Sons"/ "Acquirer") having its registered office at Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400 001 Tel.:+91-22-6665 7147, Fax: +91-22-6665 8080 1) There was no competitive bid 2) The Offer is not subject to any minimum level of acceptance by the Public Shareholders. 3) Public Shareholders who have accepted 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 closing of the Offer, in terms of Regulation 22(5A) of the SEBI (SAST) Regulations i.e. by December 26, 2007. 4) The Acquirer can revise the Offer Price upwards up to seven (7) working days prior to the closing of the Offer (i.e. by December 19, 2007). If there is any upward revision in the Offer Price by the Acquirer until the last date of revision i.e., by December 19, 2007, 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. MANAGER TO THE OFFER REGISTRAR TO THE OFFER JM Financial Consultants Private Limited TSR Darashaw Limited 141,Maker Chambers III 6-10, Haji Moosa Patrawala Industrial Estate, Nariman Point 20, Dr. E Moses Road, Mahalaxmi, Mumbai 400 021 Mumbai 400 011 Tel: +91 22 6630 3030/3179 Fax: +91 22 2204 7185 Tel:+91 22 6656 8484 Fax: +91 22 6656 8494 Email: [email protected] Email:[email protected] Contact Person: Ms. Poonam Karande Contact Person: Ms. Mary George OFFER OPENS ON: December 12, 2007 OFFER CLOSES ON: December 31, 2007 Tata Investment Corporation Limited 5) The Offer is subject to the receipt of approval from the Reserve Bank of India (“RBI”) for acquiring Equity Shares from non-resident Indians who validly tender their Equity Shares under this Offer (“RBI Approval”), if applicable. The Acquirer will make the necessary applications to and filings with the various authorities to obtain the requisite RBI Approval on behalf of the non resident Shareholders in respect of whom such prior RBI Approval is required. 6) To the best of the Acquirer’s knowledge, 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. 7) The Acquirer will have the right to make payment to resident Shareholders and non resident Shareholders in respect of whom no RBI Approval is required and not accept Equity Shares from non resident Shareholders in respect of whom prior RBI approval is required in the event that the aforesaid RBI Approval is refused. 8) In case of delay in the RBI Approval, the Acquirer has the option to make payment to the resident Shareholders and non resident shareholders in respect of whom no RBI Approval is required who have validly tendered their Equity Shares in the Offer as per the basis of acceptance if any. Also, in the event Offer is oversubscribed, the Registrar will hold in trust the Shares/Share Certificates or Equity Shares held in credit of the special depository account for the resident Shareholders and non resident Shareholders in respect of whom no RBI Approval is required till the approval from RBI is received for acquiring Shares from non-resident Shareholders in respect of whom prior RBI Approval is required. 9) After the receipt of RBI approval, the payment shall be made to the non-resident Shareholders in respect of whom prior RBI Approval is required in accordance with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (“SEBI (SAST) Regulation”). However, in the event that the RBI Approval is refused for one or more Shareholders and if the Offer is oversubscribed, the basis of acceptance will be revised and additional Equity Shares will be accepted by the Acquirer from resident Shareholders and such other Shareholders, in respect of whom no prior RBI Approval is required and such non resident Shareholders in respect of whom RBI Approval is received and further consideration shall be paid for such accepted shares as per the provisions under Regulation 22(12) of the SEBI (SAST) Regulations. 10) In case of delay in receipt of the RBI Approval, the Securities Exchange Board of India (“SEBI”) has the power to grant an extension of time to the Acquirer for payment of consideration to those non resident Shareholders in respect of whom prior approval of the RBI is required, subject to the Acquirer agreeing to pay interest for the delayed period if directed by SEBI in terms of regulation 22(12) of the SEBI (SAST)Regulations provided further that if the Acquirer is diligent in pursuing the RBI Approval to the satisfaction of SEBI, the Acquirer will have an option not to pay such interest, subject to a concurrence of SEBI. Further, if the delay occurs on account of the willful default or neglect or inaction or non-action by the Acquirer in obtaining the requisite approval(s), the Lien Amount shall be subject to forfeiture and be dealt with in the manner provided in the Regulation 28(12) of the SEBI (SAST) Regulations. 11) To the best of its knowledge, the Acquirer does not require any approvals from financial institutions or banks for the Offer. 12) The Public Announcement and this Letter of Offer, Form of Acceptance and Form of Withdrawal would also be available on SEBI’s Website (www.sebi.gov.in) from the offer opening date viz. December 12, 2007 13) Form of Acceptance and Form of Withdrawal are also enclosed with this letter of Offer A schedule of the activities pertaining to the Offer is given below:- Activity Original Schedule Revised Schedule Date & Day Date & Day Public Announcement September 15, 2007, Saturday September 15, 2007, Saturday Specified Date* September 28, 2007, Friday September 28, 2007, Friday Last date for a competitive bid October 6, 2007, Saturday October 6, 2007, Saturday Date by which Letter of Offer to be October 27, 2007, Saturday December 7, 2007, Friday dispatched to Public Shareholders Date of opening of the Offer November 7, 2007, Wednesday December 12, 2007, Wednesday Last date for upward revision of the Offer November 15, 2007, Thursday December 19, 2007, Wednesday Price / Offer Size Last Date for withdrawing acceptance of November 21, 2007, Wednesday December 26, 2007, Wednesday the Offer Date of closing of the Offer November 26, 2007, Monday December 31, 2007, Monday Last date of communicating rejection/ December 11, 2007, Tuesday January 15, 2008, Tuesday acceptance and payment of consideration for accepted tenders and/or the un accepted Equity Shares/share certificates will be dispatched/credited * 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 Tata Sons and Other Tata Shareholders, are eligible to participate in the Offer anytime before the closing of the Offer. 2 Letter of Offer RISK FACTORS Risk Factors Associated with the Acquirer z 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. z The Acquirer is already in control of the Target Company and is only making the Offer to consolidate its holdings in the Target Company. z There is no assurance with respect to the continuation of the past trend in the financial performance of the Target Company. Risk Factors Associated with the Open Offer z The Offer is subject to the receipt of the approval of the RBI under FEMA and the rules and regulations made there under for acquiring Equity Shares from Non-Resident Shareholders who validly tender their Equity Shares under this Offer.
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