Abridged Letter of Offer - Link Intime India Pvt Ltd

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FOR THE ELIGIBLE SHAREHOLDERS OF THE COMPANY ONLY
ONLY.
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. PERSONS
This is an Abridged Letter of Offer containing salient features of the Letter of Offer dated August 19, 2016 (“Letter
of Offer”).
). You are encouraged to read greater details available in the Letter of Offer. Capitalised terms not
specifically defined herein shall have the meaning ascribed to them in the Letter of Offer.
THIS ABRIDGED LETTER OF OFFER CONTAINS 10 PAGES. PLEASE ENSURE THAT YOU HAVE
RECEIVED ALL THE PAGES.
The Company has dispatched hard copy of the Abridged Letter of Offer along with the Composite Application Form
to the Eligible Shareholders at their Indian addresses
address registered with their depository. You may also download the
Letter of Offer from the website of SEBI, the Stock Exchanges where the Equity Shares of the Company are listed i.e.
BSE Limited and the National Stock Exchange of India Limited and the website of the Lead Manager to the Issue i.e.
Inga Capital Private Limited at www.sebi.gov.in, www.bseindia.com, www.nseindia.com and www.ingacapital.com,
respectively.
SINTEX INDUSTRIES LIMITED
Registered Office: Kalol, Gandhinagar District, North Gujarat – 382 721; Contact Person: Hitesh T. Mehta,
Company Secretary and Compliance Officer;
Officer Tel: +91 2764 253 000, Fax: +91 2764 222 868; Email:
[email protected] / [email protected], Website: www.sintex.in; CIN: L17110GJ1931PLC000454
PROMOTERS OF THE COMPANY: DINESH B. PATEL, ARUN P. PATEL, RAHUL A. PATEL, AMIT D.
PATEL, BVM FINANCE PRIVATE LIMITED, KOLON INVESTMENT PRIVATE LIMITED AND OPEL
SECURITIES PRIVATE LIMITED
ISSUE DETAILS, LISTING AND PROCEDURE
ISSUE OF UP TO 7,69,23,076 EQUITY SHARES OF FACE VALUE ₹ 1 EACH (“RIGHTS EQUITY
SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 65 (“ISSUE PRICE”) INCLUDING A
PREMIUM OF ₹ 64 PER RIGHTS EQUITY SHARE AGGREGATING UP TO
T ₹ 500 CRORE ON A RIGHTS
BASIS TO THE ELIGIBLE SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 26 RIGHTS
EQUITY SHARES FOR 151 FULLY PAID-UP
PAID UP EQUITY SHARES HELD BY SUCH ELIGIBLE
SHAREHOLDER ON THE RECORD DATE, THAT IS, AUGUST 9, 2016 (“ISSUE”). THE ISSUE PRICE OF
THE RIGHTS EQUITY SHARES IS 65 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR
FURTHER DETAILS, PLEASE SEE “TERMS OF THE ISSUE” ON PAGE 210 OF THE LETTER OF
OFFER.
The existing Equity Shares are listed on the BSE Limited (“BSE”)
(
) and the National Stock Exchange of India Limited
(“NSE” and together with BSE, the “Stock Exchanges”).
Exchanges” We have received “in-principle”
principle” approvals from BSE and
NSE for listing the Rights Equity Shares to be allotted in the Issue vide their respective letters
letters, each dated August 12,
2016.. For the purposes of the Issue, the Designated
D
Stock Exchange is BSE.
Procedure: If you wish to know about processes and procedures applicable to rights issues, you may refer section
titled “Terms of the Issue” on page 210 of the Letter of Offer. Youu may also download the Letter of Offer from the
websites of SEBI, the Stock Exchanges and the Lead Manager to the Issue i.e. Inga Capital Private Limited at
www.sebi.gov.in, www.bseindia.com, www.nseindia.com, and www.ingacapital.com, respectively. You ca
can also
request the Lead Manager to the Issue or BSE Limited or the National Stock Exchange of India Limited to provide a
hard copy of Letter of Offer. Please note that in terms of SEBI Regulation 61(3), the Lead Manager and Stock
Exchanges may charge a reasonable
sonable amount for providing hard
hard copy of the Letter of Offer
Offer.
ELIGIBILITY FOR THE ISSUE
Our Company is eligible to undertake the Issue in terms of Chapter IV and to make disclosure as per clause (5) Part E
of Schedule VIII and under Regulation 10 of the SEBI Regulations.
Whether the company is compulsorily required to allot at least 75% of the net offer to public, qualified institutional
buyers - Not Applicable, being a rights issue.
INDICATIVE TIMETABLE
Issue Opening Date
Last date for receiving
requests for SAFs
Issue Closing Date
August 29, 2016 Finalisation of basis of allotment with the
Designated Stock Exchange (on or about)
September 6, Initiation of Refund (on or about)
2016
September 14, Date of credit of Rights Equity Shares (on
2016
or about)
1
September 23,
2016
September 23,
2016
September 28,
2016
Commencement of trading of Rights Equity Shares on the Stock Exchanges (on or about) - September 29, 2016
The above time table is indicative and does not constitute any obligation on the Company or the Lead Manager.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in
the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors
carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on
their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares have not
been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee
the accuracy or adequacy of the Letter of Offer. The Rights Entitlements and the Rights Equity Shares have not been
and will not be registered under the United States Securities Act of 1933 (“Securities Act”) and are being offered and
sold outside the United States to non – U.S. persons in offshore transactions in reliance on Regulation S under the
Securities Act (“Regulation S”). Investors are advised to refer to “Risk Factors” beginning on page 11 of the Letter of
Offer and on page 5 of the Abridged Letter of Offer before making an investment in this Issue.
PRICE INFORMATION OF THE LEAD MANAGER
Not Applicable, being a rights issue
Names of Lead Manager and contact details
Inga Capital Private Limited
Naman Midtown, 21st Floor, ‘A’ Wing, Senapati Bapat
Marg, Elphinstone (West), Mumbai – 400 013;
Tel. No. : +91 22 4031 3489; Fax No. : +91 22 4031 3379;
Email: [email protected];
Contact Person: Ashwani Tandon
Not Applicable, being a rights issue
Names of Syndicate Members
Name of Registrar to the Issue and contact details Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound
L.B.S. Marg, Bhandup (West), Mumbai 400 078;
Tel No.: +91 22 6171 5400; Fax No.: +91 22 2596 0329;
E-mail: [email protected];
Contact Person: Dinesh Yadav
Shah & Shah Associates, Chartered Accountants
Name of Statutory Auditor
Not Applicable, being a rights issue of equity shares
Name of Credit Rating Agency and the rating
or grading obtained, if any
Not Applicable, being a rights issue of equity shares
Name of Debenture trustee, if any
The list of banks is available on
Self Certified Syndicate Banks
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognis
ed-Intermediaries
Banker to the Issue and
HDFC Bank Limited
FIG – OPS Department, Lodha I, Think Techno Campus, ORefund Banker
3 level, Next to Kanjurmarg Railway Station, Kanjurmarg
(East), Mumbai 400 042; Tel No: +91 22 3075 2928; Fax
No.: +91 22 2579 9801; E-mail: [email protected];
Contact Person: Uday Dixit
Not Applicable, being a rights issue
Non Syndicate Registered Brokers
Details regarding website address(es)/link(s) from Not Applicable, being a rights issue
which the investor can obtain list of registrar to
issue and share transfer agents, depository
participants and stock brokers who can accept
application from investor (as applicable)
PROMOTERS OF THE COMPANY
Dinesh B. Patel, Arun P. Patel, Rahul A. Patel, Amit D. Patel, BVM Finance Private Limited, Kolon Investment
Private Limited and Opel Securities Private Limited are the promoters of our Company (“Promoters”).
Brief profile of promoter and disclosure relating to group companies: Since this is a rights issue pursuant to Part E of
Schedule VIII of SEBI Regulations, the disclosures relating to brief profile of Promoters and disclosure relating to
group companies are not applicable.
BUSINESS MODEL/ BUSINESS OVERVIEW AND STRATEGY
Since this is a rights issue pursuant to Part E of Schedule VIII of SEBI Regulations, the disclosure relating to business
of the Company are not applicable.
2
BOARD OF DIRECTORS
Sl.
No
1.
Name
Dinesh B.
Patel
Non-Executive
Chairman
2.
Arun P. Patel
Non-Executive
Vice Chairman
3.
Ramniklal H.
Ambani
4.
Ashwin
Lalbhai Shah
5.
Indira J.
Parikh
Non-Executive
Independent
Director
Non-Executive
Independent
Director
Non-Executive
Independent
Director
6.
7.
8.
9.
10.
11.
Designation
Experience
He is an industrialist. Along with his brother, Arun P. Patel, took over the
management and joined the Company in 1956. He has over six decades
experience in textiles and plastics industry. He was originally appointed
as director on the Board of our Company on August 25, 1972.
He is an industrialist. Along with his brother, Dinesh B. Patel, took over
the management and joined the Company in 1956. He has varied
experience over six decades in the textile and plastics industry. He was
originally appointed as director on the Board of our Company on August
25, 1972.
He is an industrialist with general business experience. He was originally
appointed as director on the Board of our Company on November 23, 1994.
He is a legal adviser and practising advocate. He was originally appointed
as director on the Board of our Company on January 24, 2002.
She was a professor at the Indian Institute of Management, Ahmedabad.
She specializes in organisation development, design and institution
building. She was originally appointed as director on the Board of our
Company on August 27, 2003.
Dr. Rajesh B. Non-Executive
He has been working as a consultant physician for the last 33 years. He
Parikh
Independent
was originally appointed as director on the Board of our Company on
Director
May 1, 2004.
Dr.
Non-Executive
He is a Fellow of the Textile Association of India and is an industrialist
Lavkumar
Independent
and adviser with general business experience. He was originally
Kantilal Shah Director
appointed as director on the Board of our Company on May 1, 2004.
Dr. Narendra Non-Executive
He has expertise in renewable energy, energy conservation, energy
Kumar
Independent
planning and economics. He was originally appointed as director on the
Bansal
Director
Board of our Company on May 7, 2013.
Rahul A.
Managing
He is the Managing Director (Group) and has more than 30 years of
Patel
Director (Group) experience in the textile and plastic industry. He was originally appointed
as a director on the Board of our Company on October 21, 1993.
Amit D.
Managing
He is the Managing Director (Group) of our Company with more than 25
Patel
Director (Group) years of experience in the textile, chemicals and plastics industry. He was
originally appointed as a director on the Board of our Company on
October 21, 1993.
S. B.
Managing
He is the Managing Director of our Company and manages the plastic and
Dangayach
Director
infrastructure business of our Company. He has approximately three
decades of experience in the plastics industry. He was originally
appointed as a director on the Board of our Company on June 7, 1995.
OBJECTS OF THE ISSUE
The details of the Issue Proceeds are summarised in the table below:
Particulars
Gross proceeds of the Issue
(Less) Issue related expenses
Net Proceeds from the Issue
Requirement of funds and utilisation of Net Proceeds
The proposed utilisation of the Net Proceeds is set forth in the table below:
Particulars
Repayment, in full or part, of certain working capital facilities availed by our
Company (on a standalone basis) together with interest and other charges, if any
Total
Schedule of deployment
3
Estimated amount (in ₹ crore)
500.00
(3.63)
496.37
Estimated amount (in ₹ crore)
496.37
496.37
As on August 10, 2016, our Company has not deployed any funds towards the objects of the Issue, as confirmed by
M/s. Shah & Shah Associates, Chartered Accountants, by way of their certificate dated August 10, 2016.
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below.
(in ₹ crore)
Particulars
Amount proposed to be
Estimated Utilization
funded from the Net Proceeds
in Fiscal 2017
Repayment, in full or part, of certain working capital
496.37
496.37
facilities availed by our Company (on a standalone basis)
together with interest and other charges, if any
Total
496.37
496.37
As indicated above, our Company proposes to deploy the entire Net Proceeds, upon successful completion of the
Issue, towards the aforesaid objects during Fiscal 2017. However, if the Net Proceeds are not completely utilised for
the objects stated above by March 31, 2017 due to factors including but not limited to (i) any conditions attached to
the borrowings restricting our ability to repay/ prepay the borrowings along with the interest and time taken to fulfill,
or obtain waivers for fulfillment of, such requirements; (ii) receipt of consents for repayment/ prepayment from the
respective lenders; (iii) terms and conditions of such consents and waivers, (iv) levy of any repayment/prepayment
penalties and the quantum thereof; (iv) economic and business conditions; (v) change in competitive intensity; (vi)
commercial considerations; (vii) change in business strategy; and (viii) regulatory changes, the same would be utilised
(in part or full) in Fiscal 2018 or a subsequent period as may be determined by our Company in accordance with
applicable law.
Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue
proceeds of past public issues/rights issues, if any, of the Company in the preceding 10 years.
Not Applicable.
Name of monitoring agency, if any: In terms of Regulation 16 of the SEBI Regulations, there is no requirement for a
monitoring agency as the size of the Issue does not exceed ` 500 crore.
Terms of Issuance of Convertible Security, if any: Not Applicable, being issue of equity shares.
SHAREHOLDING PATTERN AS ON JUNE 30, 2016
Sr. No. Particulars
Pre Issue number of shares
% Holding of Pre issue
1.
Promoter & Promoter Group
14,49,35,763
32.46%
2.
Public
30,16,14,958
67.54%
Total
44,65,50,721
100.00%
Number/ amount of Equity Shares proposed to be sold by selling shareholders, if any – Not Applicable, being a
rights issue
AUDITED FINANCIALS*
STANDALONE FINANCIALS
(` in crores)
Particulars
Quarter ended June 30,
FY 2016 (audited)
FY 2015 (audited)
2016 (limited reviewed)
3 months
12 months
12 months
907.63
4,827.67
4,006.06
Total income from operations (net)^
91.77
723.09
638.54
Net Profit / (Loss) before tax and
extraordinary items#
62.78
549.61
457.52
Net Profit / (Loss) after tax and
extraordinary items
1.41
12.44
12.48
Basic earnings per share (`)
1.41
12.44
11.64
Diluted earnings per share (`)
(` in crores)
Particulars
As at June 30, 2016 As at March 31, 2016 As at March 31, 2015
(limited reviewed)
(audited)
(audited)
44.66
44.66
42.44
Equity Share Capital
Not available
1,714.02
1,549.05
Securities premium
Reserves and Surplus (excluding
3,132.75
2,641.76
securities premium and revaluation
reserves)
4
4,891.43
4,233.25
Net worth
11.23%
10.80%
Return on net worth (%)
109.54
99.28
Net asset value per Equity Share each
(Source: Annual reports for Financial Year 2016 and Limited reviewed un-audited standalone financials for quarter
ended June 30, 2016)
CONSOLIDATED FINANCIALS
(` in crores)
Particulars
FY 2016 (audited)
FY 2015 (audited)
12 months
12 months
7,733.53
7,006.61
Total income from operations (net)^
843.95
734.79
Net Profit / (Loss) before tax and extraordinary items#
628.44
528.81
Net Profit / (Loss) after tax and extraordinary [email protected]
14.22
14.43
Basic earnings per share (`)
14.22
13.45
Diluted earnings per share (`)
(` in crores)
Particulars
As at March 31, 2016 (audited) As at March 31, 2015(audited)
44.66
42.44
Equity Share Capital
1,714.02
1,549.05
Securities premium
Reserves and Surplus (excluding securities
3,751.79
3,106.27
premium and revaluation reserves)
5,510.47
4,697.76
Net worth
11.40%
11.26%
Return on net worth (%)
123.40
110.18
Net asset value per Equity Share each
(Source: Audited financial statements for the year ended March 31, 2016)
^Revenue from operations; #Profit before exceptional items and tax; @Profit for the year
Ratios
Computation
(Share Capital + Reserves & Surplus excluding revaluation reserve) /
Net assets value per share
Number of equity shares outstanding at the end of the year
(Profit After tax / Net Worth i.e. (Share Capital+ Reserves & Surplus
Return on net worth %
excluding revaluation reserve)
(Profit After tax/Number of Equity Shares)
Basic and diluted earnings per share
* Restated Audited Financials - Not Applicable, being a rights issue
INTERNAL RISK FACTORS – Top 5 risk factors as per the Letter of Offer
1. Fluctuations in the exchange rate of the Rupee vis-à-vis other currencies could materially and adversely affect the
Group’s businesses, results of operations and financial condition.
2. The Group’s prefabricated structures and monolithic construction businesses are capital intensive and are
significantly dependent on policies of various governmental entities in India as well as the demand for low-cost
public housing, construction of social infrastructure and urban redevelopment and demand for the same may not
continue to grow at the same pace as it has in the past. Adverse movement in demand or change in government
policies would adversely and materially impact our business and results of operations.
3. The Group’s business is continuously expanding and the introduction of new products might expose it to new
business risks which it may not have the expertise, the capability or the systems to manage.
4. Some of the financing documents governing loans availed of by our Company and certain entities forming a part
of the Group require the prior consents from certain lenders for undertaking the Issue, which have not been
obtained as of the date of the Letter of Offer.
5. We may enter into any various forms of reorganization or restructuring including mergers, demergers,
amalgamations, etc., which may adversely affect our results of operations, financial condition and prospects, and
any such business combination could be adversely affected by, amongst other things, stringent approvals and
compliance requirements.
SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
A. Total number of outstanding litigations against our Company and amount involved
As on the date of the Letter of Offer, there are no material legal proceedings initiated against our Company and our
Subsidiaries.
B. Brief details of top 5 material outstanding litigations against the Company and amount involved
Sr. No. Particulars
Litigation filed by
Current status
Amount involved
5
As on the date of the Letter of Offer, there are no material legal proceedings initiated against our Company & our
Subsidiaries
C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters /
Group companies in last 5 financial years including outstanding action, if any:
Not applicable, since this is a rights issue pursuant to Part E of Schedule VIII of SEBI Regulations.
D. Brief details of outstanding criminal proceedings against Promoters
Not applicable, since this is a rights issue pursuant to Part E of Schedule VIII of SEBI Regulations.
OTHERS
Procedure for Application
The CAF for the Rights Equity Shares offered as part of the Issue would be printed for all Eligible Shareholders. In
case the original CAF is not received by the Eligible Shareholder or is misplaced by the Eligible Shareholder, the
Eligible Shareholder may request the Registrar to the Issue, for issue of a duplicate CAF, by furnishing the registered
folio number, DP ID, Client ID and their full name and address. In case the signature of the Eligible Shareholders does
not match with the specimen registered with our Company, the application is liable to be rejected. Please note that
neither our Company nor the Lead Manager nor the Registrar to the Issue shall be responsible for delay in the receipt
of the CAF/duplicate CAF attributable to postal delays or if the CAF/duplicate CAF are misplaced in the transit.
Eligible Shareholders should note that those who are making the application in such duplicate CAF should not utilize
the original CAF for any purpose, including renunciation, even if the original CAF is received or found subsequently.
If any Eligible Shareholders violates any of these requirements, they shall face the risk of rejection of both
applications. Please note that QIB Applicants, Non-Institutional Investors and other Applicants whose application
amount exceeds ₹ 2,00,000 can participate in the Issue only through the ASBA process. The Investors who are not (i)
QIBs, (ii) Non-Institutional Investors, or (iii) Investors whose application amount is more than ₹ 2,00,000, can
participate in the Issue either through the ASBA process or the non ASBA process. Please also note that by virtue of
the Circular No. 14 dated September 16, 2003 issued by the RBI, erstwhile Overseas Corporate Bodies (“OCBs”)
have been derecognized as an eligible class of Investors and the RBI has subsequently issued the Foreign Exchange
Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Any
Eligible Shareholder being an erstwhile OCB is required to obtain prior approval from RBI for applying to this Issue.
NO OFFER IN THE UNITED STATES
The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Securities
Act, or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United
States of America or the territories or possessions thereof (“United States” or “U.S.”), or to, or for the account or
benefit of “U.S. persons” (as defined in Regulation S of the Securities Act), except in a transaction not subject to, or
exempt from the registration requirements of the Securities Act. The offering to which the Letter of Offer relates is
not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement
for sale in the United States or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights
Entitlement. There is no intention to register any portion of the Issue or any of the securities described herein in the
United States or to conduct a public offering of securities in the United States. Accordingly, the Letter of Offer /
Abridged Letter of Offer and the enclosed CAF should not be forwarded to or transmitted in or into the United States
at any time. In addition, until the expiry of 40 days after the commencement of the Issue, an offer or sale of Rights
Entitlements or Rights Equity Shares within the United States by a dealer (whether or not it is participating in the
Issue) may violate the registration requirements of the Securities Act. Neither we nor any person acting on our behalf
will accept a subscription or renunciation from any person, or the agent of any person, who appears to be, or who we
or any person acting on our behalf has reason to believe is, either a U.S. Person or otherwise in the United States when
the buy order is made. Envelopes containing a CAF should not be postmarked in the United States or otherwise
dispatched from the United States or any other jurisdiction where it would be illegal to make an offer, and all persons
subscribing for the Rights Equity Shares Issue and wishing to hold such Equity Shares in registered form must provide
an address for registration of these Equity Shares in India. We are making the Issue on a rights basis to Eligible
Shareholders and the Letter of Offer / Abridged Letter of Offer and CAF will be dispatched only to Eligible
Shareholders who have an Indian address. Any person who acquires Rights Entitlements and the Rights Equity Shares
will be deemed to have declared, represented, warranted and agreed that, (i) it is not and that at the time of subscribing
for such Rights Equity Shares or the Rights Entitlements, it will not be, in the United States, (ii) it is not a U.S. Person
and does not have a registered address (and is not otherwise located) in the United States when the buy order is made,
and (iii) it is authorised to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all
applicable laws and regulations. We reserve the right to treat any CAF as invalid which: (i) does not include the
certification set out in the CAF to the effect that the subscriber is not a U.S. Person and does not have a registered
address (and is not otherwise located) in the United States and is authorized to acquire the Rights Equity Shares or
Rights Entitlement in compliance with all applicable laws and regulations; (ii) appears to us or our agents to have been
6
executed in or dispatched from the United States; (iii) appears to us or our agents to have been executed by a U.S.
Person; (iv) where a registered Indian address is not provided; or (v) where we believe that CAF is incomplete or
acceptance of such CAF may infringe applicable legal or regulatory requirements; and we shall not be bound to allot
or issue any Rights Equity Shares or Rights Entitlement in respect of any such CAF. Rights Entitlements may not be
transferred or sold to any person in the United States.
Application on Plain Paper (Non-ASBA)
An Eligible Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF
may make an application to subscribe to the Issue on plain paper, along with an account payee cheque drawn on a
bank payable at par, pay order/demand draft, net of bank and postal charges and the Investor should send the same by
registered post directly to the Registrar to the Issue. Please see “Terms of the Issue – Modes of Payment” on page 221
of the Letter of Offer. Applications on plain paper will not be accepted from any address outside India.
The envelope should be super scribed “SINTEX INDUSTRIES LIMITED - RIGHTS ISSUE" and should be
postmarked in India. The application on plain paper, duly signed by the Eligible Shareholder including joint holders,
in the same order and as per specimen recorded with our Company /Depositories, must reach the office of the
Registrar to the Issue before the Issue Closing Date and should contain the following particulars:
(1) Name of our Company, being Sintex Industries Limited; (2) Name and address of the Eligible Shareholder
including joint holders; (3) Registered Folio Number/ DP and Client ID No.; (4) Number of Equity Shares held as on
Record Date; (5) Share certificate numbers and distinctive numbers of Equity Shares, if held in physical form; (6)
Allotment option preferred - physical or demat form, if held in physical form; (7) Number of Rights Equity Shares
entitled to; (8) Number of Rights Equity Shares applied for; (9) Number of additional Rights Equity Shares applied
for, if any; (10) Total number of Equity Shares applied for; (11) Total amount paid at the rate of ₹ 65 per Rights
Equity Share; (12) Particulars of cheque/ demand draft; (13) Savings/ current account number and name and address
of the bank where the Eligible Shareholder will be depositing the refund order. In case of Equity Shares held in
dematerialized form, the Registrar shall obtain the bank account details from the information available with the
Depositories; (14) Except for applications on behalf of the Central or State Government, the residents of Sikkim and
the officials appointed by the courts, PAN of the Eligible Shareholder and for each Eligible Shareholder in case of
joint names, irrespective of the total value of the Rights Equity Shares applied for pursuant to the Issue; (15) If the
payment is made by a draft purchased from NRE/FCNR/NRO account, as the case may be, an account debit
certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR/NRO
account; (16) Signature of the Applicant (in case of joint holders, to appear in the same sequence and order as they
appear in the records of our Company/Depositories); and
(17) Additionally, all such Applicants are deemed to have accepted the following:
“I/ We understand that neither the Rights Entitlement nor the Rights Equity Shares have been, and will be, registered
under the United States Securities Act of 1933 (“Securities Act”) or any United States state securities laws, and may
not be offered, sold, resold or otherwise transferred within the United States or to the territories or possessions
thereof (“United States”) or to, or for the account or benefit of a “U.S. Person” as defined in Regulation S under the
US Securities Act (“Regulation S”). I/ we understand the Rights Equity Shares referred to in this application are
being offered in India but not in the United States. I/ we understand the offering to which this application relates is
not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement
for sale in the United States, or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights
Entitlement in the United States. Accordingly, I/ we understand this application should not be forwarded to or
transmitted in or to the United States at any time. I/ we understand that neither the Company, nor the Registrar, the
Lead Manager or any other person acting on behalf of the Company will accept subscriptions from any person, or the
agent of any person, who appears to be, or who the Company, the Registrar, the Lead Manager or any other person
acting on behalf of the Company have reason to believe is ineligible to participate in the Issue under the securities
laws of their jurisdiction. I/ We will not offer, sell or otherwise transfer any of the Rights Equity Shares which may be
acquired by me/us in any jurisdiction or under any circumstances in which such offer or sale is not authorized or to
any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in
compliance with any applicable laws or regulations. I/We satisfy, and each account for which I/we am/are acting
satisfies, all suitability standards for Investors in investments of the type subscribed for herein imposed by the
jurisdiction of my/our residence. I/ We understand and agree that the Rights Entitlement and Rights Equity Shares
may not be reoffered, resold, pledged or otherwise transferred except in an offshore transaction in compliance with
Regulation S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. I/ We acknowledge that the Company, the Lead Manager, their respective affiliates
and others will rely upon the truth and accuracy of the foregoing representations and agreements.”
Please note that those who are making the application otherwise than on original CAF shall not be entitled to
renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is
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received subsequently. If the Eligible Shareholder violates such requirements, he/ she shall face the risk of rejection of
both the applications. Our Company shall refund such application amount to the Eligible Shareholder without any
interest thereon. In cases where multiple CAFs are submitted, including cases where an investor submits CAFs along
with a plain paper application, such applications shall be liable to be rejected.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in an application being
rejected, with our Company, the Lead Manager and the Registrar not having any liability to the Investor. The plain
paper application format will be available on the website of the Registrar to the Issue at www.linkintime.co.in.
Application on Plain Paper under the ASBA process
An Eligible Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF
and who is applying under the ASBA Process may make an application to subscribe to the Issue on plain paper.
Eligible Shareholders shall submit the plain paper application to the Designated Branch of the SCSB for authorising
such SCSB to block an amount equivalent to the amount payable on the application in the said bank account
maintained with the same SCSB. Applications on plain paper will not be accepted from any address outside India.
The envelope should be super scribed “SINTEX INDUSTRIES LIMITED - RIGHTS ISSUE” and should be
postmarked in India. The application on plain paper, duly signed by the Eligible Shareholders including joint holders,
in the same order and as per the specimen recorded with our Company /Depositories, must reach the office of the
Designated Branch of the SCSB before the Issue Closing Date and should contain the following particulars:
(1) Name of Issuer, being Sintex Industries Limited; (2) Name and address of the Eligible Shareholder including joint
holders; (3) Registered Folio Number/ DP and Client ID No.; (4) Certificate numbers and distinctive numbers of
Equity Shares, if held in physical form; (5) Number of Equity Shares held as on Record Date; (6) Number of Rights
Equity Shares entitled to; (7) Number of Rights Equity Shares applied for; (8) Number of additional Rights Equity
Shares applied for, if any; (9) Total number of Rights Equity Shares applied for; (10) Total amount paid at the rate of
₹ 65 per Rights Equity Share; (11) Details of the ASBA Account such as the account number, name, address and
branch of the relevant SCSB; (12) In case of Non-Resident Investors, details of the NRE/FCNR/NRO account such as
the account number, name, address and branch of the SCSB with which the account is maintained; (13) Except for
applications on behalf of the Central or State Government, residents of Sikkim and the officials appointed by the
courts, PAN of the Eligible Shareholder and for each Eligible Shareholder in case of joint names, irrespective of the
total value of the Rights Equity Shares applied for pursuant to the Issue; (14) Signature of the Eligible Shareholders to
appear in the same sequence and order as they appear in our records; and
(15) Additionally, all such Applicants are deemed to have accepted the confirmations as appearing on page 7 of the
Abridged Letter of Offer under section – “Application on Plain Paper (Non-ASBA) – point 17. Additionally, all such
Applicants are deemed to have accepted the following:”
In cases where multiple CAFs are submitted, including cases where an investor submits CAFs along with a plain
paper application, such applications shall be liable to be rejected.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to Eligible Shareholders in the ratio of 26 Rights Equity
Shares for every 151 fully paid-up Equity Shares held as on the Record Date. For Rights Equity Shares being offered
in this Issue, if the shareholding of any of the Eligible Shareholders is less than six Equity Shares or not in the
multiple of 151 fully paid-up Equity Shares, the fractional entitlement of such Eligible Shareholders shall be ignored
in the computation of the Rights Entitlement. However, Eligible Shareholders whose fractional entitlements are being
ignored as above would be given preferential consideration for the Allotment of one additional Rights Equity Share
each if they apply for additional Rights Equity Shares over and above their Rights Entitlement, if any. Those Eligible
Shareholders holding less than six Equity Shares, that is, holding up to five Equity Shares and therefore entitled to
‘zero’ Rights Equity Shares under this Issue shall be dispatched a CAF with zero entitlement. Such Eligible
Shareholders are entitled to apply for additional Rights Equity Shares and would be given preference in the Allotment
of one additional Rights Equity Share if, such Eligible Shareholders have applied for the additional Rights Equity
Shares. However, they cannot renounce the same in favour of third parties. CAFs with zero entitlement will be nonnegotiable/non-renounceable. For example, if an Eligible Shareholder holds between one and five Equity Shares, he
will be entitled to zero Rights Equity Shares on a rights basis. He will be given a preference for Allotment of one
additional Rights Equity Share if he has applied for the same.
Renunciation
The Issue includes a right exercisable by you to renounce the Rights Equity Shares offered to you either in full or in
part in favour of any other person or persons. Your attention is drawn to the fact that our Company shall not Allot
and/or register the Rights Equity Shares in favour of the following Renouncees: (i) more than three persons (including
joint holders); (ii) partnership firm(s) or their nominee(s); (iii) minors (except applications by minors having valid
demat accounts as per the demographic details provided by the Depositors); (iv) HUF; or (v) any trust or society
(unless the same is registered under the Societies Registration Act, 1860, as amended or the Indian Trust Act, 1882, as
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amended or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws
to hold equity shares, as the case may be). Additionally, the Eligible Shareholders may not renounce in favour of
“U.S. Persons” (as defined in Regulation S) or persons or entities which would otherwise be prohibited from being
offered or subscribing for Rights Equity Shares or Rights Entitlement under applicable securities laws. Except for any
renunciation in favour of FIIs, in terms of A.P. (DIR Series) Circular No. 53, issued by the RBI on December 17,
2003, any renunciation (i) from resident Indian Eligible Shareholder(s) to non-resident(s); (ii) from non-resident
Eligible Shareholder(s) to resident Indian(s); or (iii) from a non-resident Eligible Shareholder(s) to other nonresident(s), is subject to the renouncer(s)/renouncee(s) obtaining any necessary regulatory approvals from the RBI.
The renouncer(s)/renouncee(s) is/are required to obtain any such approval and attach the same to the CAF, along with
any other approval that may be required by such renouncer(s)/renouncee(s). All such renunciations shall be subject to
any conditions that may be specified in such RBI approval. Applications not complying with conditions of the
approval/not accompanied by such approvals are liable to be rejected. NRs being Renouncees, including FIIs, shall
not be eligible to apply for any additional Rights Equity Shares and in the event an application is made for such
additional Rights Equity Shares, the same will be liable to be rejected. Any renunciation by or in favour of an nonresident other than as stated above is subject to the renouncer(s)/renouncee(s) obtaining the approval and/or
permission of the RBI under FEMA and such permissions should be attached to the CAF. Applications not
accompanied by the aforesaid approvals are liable to be rejected. By virtue of the Circular No. 14 dated September 16,
2003 issued by the RBI, erstwhile Overseas Corporate Bodies (OCBs) have been derecognized as an eligible class of
Investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, the Eligible Shareholders of our
Company who do not wish to subscribe to the Rights Equity Shares being offered but wish to renounce the same in
favour of Renouncee shall not renounce the same (whether for consideration or otherwise) in favour of erstwhile
OCB(s). The RBI has, however, clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003
that erstwhile OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to
undertake fresh investments as incorporated Non-Resident entities in terms of Regulation 5(1) of RBI Notification
No. 20/ 2000-RB dated May 3, 2000 under the FDI Scheme with the prior approval of Government if the investment
is through Government Route and with the prior approval of the RBI if the investment is through the automatic route
on case by case basis. Equity Shareholders renouncing their rights in favour of erstwhile OCBs may do so provided
such Renouncee obtains a prior approval from the RBI. On submission of such approval to us at our Registered
Office, the erstwhile OCB shall receive the Abridged Letter of Offer and the CAF.
Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If
used, this will render the application invalid. Submission of the CAF to the Banker to the Issue at its collecting
branches specified on the reverse of the CAF with the form of renunciation (Part ‘B’ of the CAF) duly filled in shall
be the conclusive evidence for our Company of the fact of renouncement to the person(s) applying for Equity Shares
in Part ‘C’ of the CAF for the purpose of Allotment of such Rights Equity Shares. The Renouncees applying for all
the Rights Equity Shares renounced in their favour may also apply for additional Rights Equity Shares. Part ‘A’ of the
CAF must not be used by the Renouncee(s) as this will render the application invalid. Renouncee(s) will have no right
to further renounce any Rights Equity Shares in favour of any other person.
The right of renunciation is subject to the express condition that our Board shall be entitled in its absolute discretion to
reject the application from the Renouncees without assigning any reason thereof.
Procedure for renunciation
To renounce all the Rights Equity Shares offered to an Eligible Shareholder in favour of one Renouncee
If you wish to renounce your Rights Entitlement indicated in Part ‘A’, in whole, please complete Part ‘B’ of the CAF.
In case of joint holding, all joint holders must sign Part ‘B’ of the CAF. The person in whose favour renunciation has
been made should complete and sign Part ‘C’ of the CAF. In case of joint Renouncees, all joint Renouncees must sign
Part ‘C’ of the CAF.
To renounce in part/or renounce the whole to more than one person(s)
If you wish to either (i) accept this offer in part and renounce the balance, or (ii) renounce your entire Rights
Entitlement in favour of two or more Renouncees, the CAF must be first split into requisite number of forms. Please
indicate your requirement of SAFs in the space provided for this purpose in Part ‘D’ of the CAF and return the entire
CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving
requests for SAFs as provided herein. On receipt of the required number of SAFs from the Registrar, the procedure as
mentioned in paragraph above shall have to be followed.
In case the signature of the Eligible Shareholder(s), who has renounced the Rights Equity Shares, does not match with
the specimen registered with our Company/ Depositories, the application is liable to be rejected.
Renouncee(s)
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The person(s) in whose favour the Rights Equity Shares are renounced should fill in and sign Part ‘C’ of the CAF and
submit the entire CAF to the Banker to the Issue or any of the collection branches as mentioned on the reverse of the
CAFs on or before the Issue Closing Date along with the Application Money in full.
Renunciation under the ASBA Process
ASBA Investors can neither be Renouncees, nor can renounce their Rights Entitlement.
Additional Equity Shares
An Eligible Shareholder is eligible to apply for additional Equity Shares over and above the number of Equity Shares
that such an Eligible Shareholder is entitled to, provided that the Eligible Shareholder is eligible to apply for the
Equity Shares under applicable law and has applied for all the Equity Shares (as the case may be) offered without
renouncing them in whole or in part in favour of any other person(s). Where the number of additional Equity Shares
applied for exceeds the number available for Allotment, the Allotment would be made as per the Basis of Allotment in
consultation with the Designated Stock Exchange. Applications for additional Equity Shares shall be considered and
Allotment shall be made at the sole discretion of the Board, in consultation with the Designated Stock Exchange and
in the manner prescribed under “Terms of the Issue – Basis of Allotment” on page 232 of the Letter of Offer. If you
desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional
Equity Shares in Part A of the CAF. The Renouncee applying for all the Equity Shares renounced in their favour may
also apply for additional Equity Shares.
Subscription to the Issue by the Promoters and Promoter Group
The Promoters and members of the Promoter Group of our Company (except Star Line Leasing Limited), have, by
way of their letter dated August 9, 2016, undertaken to (a) subscribe, on their own account, to the full extent of their
Rights Entitlement; or (b) subscribe, on their own account, to part of their Rights Entitlement and renounce the
remaining Rights Entitlement to another Promoter or member of the Promoter Group of our Company; or (c)
renounce, in entirety, their respective Rights Entitlement to another Promoter or member of the Promoter Group of
our Company.
Furthermore, to the extent that the Promoters and members of the Promoter Group of our Company (except Star Line
Leasing Limited) are Renouncees, they have undertaken to subscribe, on their own account to, the full extent of any
Rights Entitlement renounced in their favour by any other Promoter or member of the Promoter Group of our
Company.
In addition to the above, Star Line Leasing Limited, a member of the Promoter Group, has, by way of its letter dated
August 9, 2016, undertaken to (a) subscribe to the full extent of its Rights Entitlement; (b) subscribe to the full extent
of all any Rights Entitlement renounced in its favour by any other Promoter or member of the Promoter Group of our
Company; and (c) subscribe to, either individually or jointly, with any other Promoter or member of the Promoter
Group, for additional Rights Equity Shares, including subscribing to any unsubscribed portion in the Issue to the
extent of 90% of the Issue.
The acquisition of Rights Equity Shares by the Promoters and members of the Promoter Group shall not result in a
change of control of the management of our Company. Our Company is in compliance with Regulation 38 of the
Listing Regulations and will continue to comply with the minimum public shareholding requirements pursuant to the
Issue.
Offer Document of last public or rights issue
A copy of the offer document of the immediately preceding public issue is available to the public for inspection as a
material document at the Registered Office between 10 a.m. and 5 p.m. on all working days from the date of the
Letter of Offer until the Issue Closing Date.
Ex-rights Price
The ex-rights price of the Equity Shares as per Regulation 10(4)(b) of the Takeover Regulations is ₹ 78.01.
Rights Entitlement Ratio
The Rights Equity Shares are being offered on a rights basis to Eligible Shareholders in the ratio of 26 Rights Equity
Shares for every 151 fully paid-up Equity Shares held on the Record Date.
DECLARATION BY THE COMPANY
We hereby certify that no statement made in the Letter of Offer contravenes any of the provisions of the Companies
Act, the SEBI Act or the rules made thereunder or regulations issued thereunder, as the case may be. We further
certify that all the legal requirements connected with the Issue as also the regulations, guidelines, instructions, etc.,
issued by SEBI, Government of India and any other competent authority in this behalf, have been duly complied with.
We further certify that all disclosures made in the Letter of Offer are true and correct.
Place: Ahmedabad
Date: August 19, 2016
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