THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This exit offer letter (“Exit Offer Letter”) is being sent by Hira Infra-Tek Limited (“Acquirer”) to you as an equity shareholder of
Hira Ferro Alloys Limited (“Company”). In case you have recently sold your equity shares in the Company, please hand over this
Exit Offer Letter and the accompanying documents to the member of the stock exchange through whom such sale was effected or to
the person to whom you sold your equity shares, as the case may be.
EXIT OFFER LETTER
To the public shareholders of
HIRA FERRO ALLOYS LIMITED
Registered Office: 567B, Urla Industrial Area, Raipur - 493 221, Chhattisgarh, India
From
HIRA INFRA-TEK LIMITED (“Acquirer”)
Registered Office: Hira Arcade, 1st Floor, New Bus Stand, Pandri, Raipur – 492 001, Chhattisgarh, India
inviting you to tender your fully paid up equity shares of face value Rs. 10/- each of the Company (“Equity Shares”) to the
Acquirer at the Exit Price as announced in the public announcement dated June 26, 2014 (“Post Offer PA”) pursuant to
Regulation 21 of the Securities and Exchange Board of India (Delisting of Securities) Regulations, 2009, as amended till date
(“Delisting Regulations”).
EXIT PRICE
Rs. 32/- per Equity Share
EXIT PERIOD OPENS
August 11, 2014
EXIT PERIOD CLOSES
August 10, 2015
Enclosures:
1. Application Form
2. Blank Transfer Deed for shareholders holding physical share certificates
Manager to Exit Offer
Registrar to Exit Offer
Motilal Oswal Investment Advisors Private Limited
Motilal Oswal Tower, Junction of Gokhale & Sayani Road,
Prabhadevi,
Mumbai - 400 025, India
Tel: +91 22 3980 4380
Fax: +91 22 3980 4315
Email: rupesh.khant@motilaloswal.com
Contact Person: Rupesh Khant
SEBI Registration No.: INM000011005
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound, L.B.S. Marg,
Bhandup (West), Mumbai - 400078, India
Tel: +91 22 6171 5400
Fax: +91 22 2596 0329
Website: www.linkintime.co.in
Email: hira.delisting@linkintime.co.in
Contact Person: Mr. Pravin Kasare
SEBI Registration No.: INR000004058
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Dear Shareholder(s),
This is an invitation to tender your Equity Shares of the Company in favour of the Acquirer at an Exit Price (as defined
hereinafter) of Rs. 32 per Equity Share subject to the terms and conditions provided below (“Exit Offer”).
By way of a public announcement dated May 15, 2014, published on May 16, 2014 (“PA”) and pursuant to the Letter of Offer
(“Letter of Offer”) dated May 20, 2014, the Acquirer made an offer seeking to acquire up to 53,74,218 Equity Shares representing
27.44% of the paid-up equity share capital of the Company (“Offer Shares”) from the public shareholders of the Company
(“Delisting Offer”) and consequently to delist the Equity Shares from the BSE Limited (“BSE”) and the Madhya Pradesh Stock
Exchange Limited (“MPSE”) (together referred to as “Stock Exchanges”) and to withdraw “Permitted to Trade” status of the Equity
Shares of Company from the National Stock Exchange of India Limited (“NSE”) (through MPSE), in accordance with the Delisting
Regulations. The public shareholders of the Company were invited to submit bids pursuant to a Reverse Book Building (“RBB”)
process made available through the electronic system of the BSE from June 12, 2014 to June 18, 2014 (“Bid Period”). Vide a public
announcement dated June 26, 2014 and published on June 27, 2014 (“Post Offer PA”), the Acquirer announced that the Delisting
Offer was successful in terms of Regulation 17 of the Delisting Regulations and announced an Exit Price of Rs. 32 per Equity Share
(“Exit Price”). Pursuant to the acquisition of the Offer Shares validly tendered by the public shareholders in the Delisting Offer, the
Acquirer alongwith the other members of the promoters and promoter group hold 1,81,77,281 Equity Shares representing 92.80%
of the fully paid up equity share capital of the Company.
Following the closure of the Delisting Offer and in accordance with the Delisting Regulations, the Company applied for the delisting
of its Equity Shares from BSE and MPSE vide the letter dated July 07, 2014.
BSE, vide its notice no. 20140730-16 dated July 30, 2014 and MPSE vide its circular no. dated July 30, 2014 and vide its letter
MPSE/304/08/2014 dated August 05, 2014, have communicated that trading in the Equity Shares of the Company will be suspended
with effect from August 04, 2014 and the Equity Shares of the Company will be delisted from BSE and MPSE with effect from
August 11, 2014 (“Date of Delisting”).
Delisting of the Equity Shares of the Company means that the Equity Shares of the Company cannot and will not be traded
on the BSE, MPSE and NSE (through MPSE).
The Acquirer and the Company, made a public announcement dated August 05, 2014, published on August 06, 2014(“Exit Offer
PA”) informing the Residual Shareholders (hereinafter defined) of discontinuation of trading in the Equity Shares of the Company on
BSE and the MPSE with effect from August 04, 2014 and subsequent delisting of Equity Shares from the BSE and the MPSE with
effect from August 11, 2014.
In accordance with Regulation 21 of the Delisting Regulations, the Acquirer hereby provides a final exit opportunity to
remaining public shareholders who have not tendered their shares in the Delisting Offer / whose tender of Offer Shares has
been rejected in the Delisting Offer (“Residual Shareholders”), to participate in the acquisition process for a period of one
year from the date of delisting. Residual Shareholders will be able to tender their equity shares in favour of the Acquirer at
the Exit Price of Rs. 32 per Equity Share, at any time from August 11, 2014 till August 10, 2015 (“Exit Period”), on the terms
and subject to the conditions set out in this Exit Offer Letter and the Exit Offer PA. This Exit Offer Letter has been
dispatched to all Residual Shareholders of the Company, who were shareholders of the Company as on August 01, 2014.
1.
PROCEDURE FOR TENDERING YOUR EQUITY SHARES UNDER THE EXIT OFFER
Please contact Link Intime India Private Limited (“Registrar to the Offer”), if you require any clarification regarding the procedure
for tendering your Equity Shares.
1.1.
Procedure for Residual Shareholders holding equity shares in demat form
1.1.1. The Residual Shareholders holding Equity Shares in dematerialized form who are desirous of tendering their Equity Shares in
the Exit Offer must submit (a) the enclosed application form (“Application Form”) duly filled and signed; (b) the duly
executed acknowledged photocopy or counterfoil of the delivery instruction slip to the depository participant/pledge creation
slip evidencing transfer of dematerialized Equity Shares as detailed in paragraph 1.1.2 below; and (c) self attested copy of PAN
card/PAN allotment letter, by hand delivery or by registered post or speed post only (at their own risk and cost) with the
envelope marked “HIRA FERRO ALLOYS DELISTING – EXIT OFFER” so as to reach the Registrar to the Offer at the
address given below on or before August 10, 2015 (i.e. last day of the Exit Period).
1.1.2. The Residual Shareholders must transfer their dematerialised Equity Shares from their respective depository account, in offmarket mode, to the special depository account with Motilal Oswal Securities Limited (“MOSL”), (“Special Depository
Account”), details of which are as follows:
Special depository account name
Depository
MOIAPL – Hira Ferro Alloys – Delisting Escrow Account
Central Depository Services (India) Limited (“CDSL”)
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Name of depository participant
Motilal Oswal Securities Limited
DP Client identification number
12010900
Client Identification number
05325751
ISIN No. of Hira Ferro Alloys Limited scrip
INE573I01011
Please note that all such transfers should be in off-market mode. Failure to credit your dematerialised Equity Shares into
the Special Depository Account may result in your tender being invalid.
1.1.3. Residual shareholders who hold their Equity Shares through National Securities Depository Limited (“NSDL”) will have to
execute an inter-depository delivery instruction for the purpose of crediting their Equity Shares in favor of the Special
Depository Account.
1.1.4. All transfers should be in off-market mode. It is the responsibility of the Residual Shareholders to ensure that their Equity
Shares are credited in favour of the Special Depository Account and their Application Form reaches the Registrar to the Offer
on or before the expiry of Exit Period.
1.1.5. The Equity Shares will be held in the Special Depository Account until the consideration payable has been dispatched to the
eligible Residual Shareholders or the unaccepted Equity Shares are credited back to the Residual Shareholders’ depository
account.
1.1.6. In case of Residual Shareholders resident in India tendering the Equity Shares in dematerialised form, even in the event of nonreceipt of the duly completed Application Form alongwith requisite documents, but receipt of Equity Shares in the Special
Depository Account, the Acquirer may deem the Exit Offer to have been accepted by the respective resident Residual
Shareholders.
1.1.7. If you are not a resident of India, please also submit along with your Application Form, all the documents set out in paragraphs
2 and 5 below.
1.2.
Procedure for Residual Shareholders holding Equity Shares in physical form
1.2.1. All Residual Shareholders holding Equity Shares in the form of physical share certificates (“Physical Shares”), who wish to
tender their Physical Shares, should complete the Application Form in accordance with the instructions given below (as
applicable) and submit the same along with the following documents by hand delivery or by registered post or by speed post
only (at their own risk and cost) with the envelope marked “HIRA FERRO ALLOYS DELISTING – EXIT OFFER” so as
to reach the Registrar to the Offer at the addresses given below on or before August 10, 2015 (i.e. the last day of the Exit
Period):
(a) the enclosed Application Form, duly completed and signed by the Residual Shareholder or all Residual Shareholders (in the
case of joint holdings) whose name(s) appear on the share certificate(s), in the order in which such names appear on the
share certificate(s);
(b) the original share certificate(s);
(c) a valid share transfer deed enclosed with this Exit Offer Letter, duly signed by the registered Residual Shareholder or all
registered Residual Shareholders (in the case of joint holdings) as transferor(s), in the same order and in accordance with
the specimen signatures registered with the Company and duly witnessed. Attestation, where required, (thumb impressions,
signature difference, etc.) should be done by a magistrate/or notary public/or bank manager under their official seal;
(d) unregistered Residual Shareholders to additionally provide original broker contract note and valid share transfer deed as
received from the market, duly stamped and executed as the transferee(s);
(e) Self attested copy of PAN card/PAN allotment letter; and
(f) if the Residual Shareholder(s) are not resident in India, enclose the relevant documents set out in paragraphs 2 and 5 below.
1.2.2. The Registrar to the Offer will hold in trust the share certificate(s) and the share transfer deed(s) until the dispatch of the
consideration payable or the unaccepted share certificates has/have been dispatched to the Residual Shareholder(s) concerned.
1.2.3. It shall be the responsibility of the Residual Shareholders tendering in the Exit Offer to obtain all requisite approvals (including
corporate, statutory or regulatory approvals), if any, prior to tendering in the Exit Offer, and the Acquirer shall take no
responsibility for the same. The Residual Shareholders should attach a copy of any such approvals to the Application Form,
wherever applicable.
1.2.4. The Equity Shares to be acquired under this Exit Offer are to be acquired free from all liens, charges and encumbrances,
together with all rights attached thereto.
1.2.5. In the event that Equity Shares are being tendered on behalf of the Residual Shareholders by power of attorney holders (“PoA
Holders”), the Application Forms and the share transfer deeds, where applicable, shall be signed by the PoA Holders. Further,
a copy of the power of attorney executed in favour of the PoA Holders shall also be provided in the event that such power of
attorney is not already registered with the Company or the Registrar to the Offer.
1.2.6. Residual Shareholders may tender their Equity Shares to the Registrar to the Offer at the Exit Price at any time during the Exit
Period. Residual Shareholders should ensure that their Application Form, together with the necessary enclosures is received by
the Registrar to the Offer i.e. Link Intime India Private Limited, on or before the last day of the Exit Period as per the details
mentioned below:
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Address
Contact
Contact Details
Mode of Delivery
Person
Mr. Pravin Tel: +91 22 6171 5400
Hand Delivery/
Kasare
Fax: +91 22 2596 0329
Registered Post /
Email: hira.delisting@linkintime.co.in Speed Post
Link Intime India Private Limited (Unit: Hira
Ferro Alloys Limited- Delisting)
C-13, Pannalal Silk Mills Compound, L.B.S.
Marg, Bhandup (West), Mumbai - 400078, India
Note: Hand Delivery - Monday to Friday 10:00 a.m. to 4:30 p.m. except Public Holidays
1.2.7. In the event of any Residual Shareholder not receiving, or misplacing, their Exit Offer Letter, they may obtain a copy by
writing to the Registrar to the Offer, clearly marking the envelope “HIRA FERRO ALLOYS DELISTING - EXIT
OFFER”. The Residual Shareholder may also download the soft copy of the Exit Offer Letter from the website of the
Registrar to the Offer at www.linkintime.co.in and/or from the website of the Company www.hiraferroalloys.com.
1.2.8. In case of Residual Shareholders resident in India tendering the Equity Shares in physical form, even in the event of nonreceipt of the duly completed Application Form, but receipt of original share certificate(s) and duly signed valid share transfer
deed, the Exit Offer may be deemed to have been accepted by the respective resident Residual Shareholders.
2.
NON-RESIDENT SHAREHOLDERS
2.1.
Residual Shareholders who are non-resident Indians or persons resident outside India, including OCBs, FIIs, foreign portfolio
investors (“Non-Resident Residual Shareholders”) will have to enclose documents as mentioned in paragraph 1 above and
will also need to enclose a copy of the original permission received by them from the RBI in relation to the acquisition of the
Equity Shares.
It shall be the responsibility of the Non-Resident Residual Shareholders tendering the Equity Shares, including FIIs who have
acquired the Equity Shares on the stock exchanges under the ‘Portfolio Investment Scheme’ route and OCBs, to obtain all
requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering in the Exit Offer, and the
Acquirer shall take no responsibility for the same. The Non-Resident Residual Shareholders should attach a copy of any such
approvals to the Application Form, wherever applicable. Specifically, FIIs who have acquired the Equity Shares on the stock
exchanges under the ‘Portfolio Investment Scheme’ route and OCBs, must seek the approval of the RBI before submitting the
Application Form, and attach a copy of the approval along with the Application Form.
Further, in accordance with the RBI circular dated March 25, 2014, ‘Registered Foreign Portfolio Investors’ as defined therein
(“RFPIs”), may tender their Equity Shares (held in accordance with the ‘Foreign Portfolio Investment Scheme’) in the Exit
Offer, subject to conditions set out in the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2014, as amended, the Foreign Exchange Management Act, 1999, as amended and relevant rules and regulations thereunder,
including the RBI circular dated March 25, 2014.
In respect of Equity Shares held by NRIs under ‘Portfolio Investment Scheme’ route, and validly tendered in the Exit Offer,
the sale consideration in respect of Equity Shares held on a non-repatriation basis by NRIs, and validly tendered, shall be
credited to the ‘NRO’ account of such NRIs and the reporting as required under Schedule III to the Foreign Exchange
Management (Transfer or Issue of Securities by a Person Resident Outside of India) Regulations, 2000, shall be required to be
made by the authorized dealer bank.
It shall be the responsibility of the Residual Shareholders tendering in the Exit Offer to obtain all requisite approvals
(including corporate, statutory or regulatory approvals), if any, prior to tendering in the Exit Offer, and the Acquirer
shall take no responsibility for the same. The Residual Shareholders should attach a copy of any such approvals to the
Application Form, wherever applicable. If such a copy is / copies are not enclosed, the Acquirer reserves the right to
reject such Equity Shares.
2.2.
2.3.
2.4.
2.5.
3.
SETTLEMENT
3.1.
Following fulfillment of the terms and conditions mentioned herein and the Exit Offer PA, the applicable consideration will be
paid by the Acquirer by way of cheque or demand draft or by means of electronic funds transfer, wherever possible. The
cheques or demand drafts will be dispatched to the relevant Residual Shareholders, at their own risk, by way of speed post or
registered post. Upon receipt of duly filled valid Application Forms (together with necessary enclosures, if any) and receipt of
the shares in the Special Depository Account mentioned hereinabove / receipt of physical share certificates (along with duly
filled in transfer deeds, as applicable) by the Registrar to the Offer, the Registrar to the Offer shall dispatch the cheque or
demand draft to Residual Shareholders or the bank shall be instructed to make electronic funds transfer to the Residual
Shareholders (as the case may be), who have validly tendered their shares in the Exit Offer, on a monthly basis, within 10
working days of the end of the relevant calendar month (“Monthly Payment Cycle”). Payments will be made only to those
Shareholders who have validly tendered their Equity Shares, by following the instructions laid out in the Exit Offer Letter and
the enclosed Application Form. The first Monthly Payment Cycle shall commence within 10 working days from August 31,
2014. Note that the Acquirer reserves the right to make the payment earlier.
3.2.
Residual Shareholders holding shares in dematerialised form: The bank details will firstly be obtained from the
Application Form and if not, from respective depositories / depository participants for payments. The Residual Shareholders
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are advised to ensure that bank account details are given in the Application Form or updated in their respective depository
participant accounts as these bank account details would be used for payment of consideration, if any. Please note that failure
to do so could result in delays in credit of consideration to the shareholders at their sole risk and the Acquirer, the Company,
Motilal Oswal Investment Advisors Private Limited (the “Manager to the Offer”) or the Registrar to the Offer shall not be
responsible for any such delay. Residual Shareholders should also fill up their bank account details in the Application Form.
3.3.
Residual Shareholders holding shares in physical form: In order to avoid any fraudulent encashment in transit of the
demand draft / cheque or payment made by means of electronic funds transfer towards the consideration payable for the Equity
Shares tendered under the Application Form, please fill in the details of the sole Residual Shareholder’s bank account (or, in
the case of joint holders, the first-named Residual Shareholder’s bank account) in the Application Form. If the details are not
provided any consideration payable will be sent to the first/sole Residual Shareholder at the address based on details obtained
from the Residual Shareholders’ records maintained by the Company or the Registrar to the Offer.
3.4.
In respect of Equity Shares held by NRIs under ‘Portfolio Investment Scheme’ route, and validly tendered in the Exit Offer,
the sale consideration in respect of Equity Shares held on a non-repatriation basis by NRIs, and validly tendered, shall be
credited to the ‘NRO’ account of such NRIs.
4.
STATUTORY AND OTHER APPROVALS
4.1.
To the best of the Acquirer’s knowledge, as of the date of this Exit Offer Letter, no statutory or regulatory approval is required
to acquire the Equity Shares by the Acquirer. If any statutory or regulatory approvals become applicable: (i) the acquisition of
the Equity Shares by the Acquirer will be subject to such statutory or regulatory approval; and (ii) in the event that receipt of
such statutory or regulatory approval is delayed, changes to the timelines, if any, will be notified to the Residual Shareholders
by way of a public announcement in the same newspapers in which the Exit Offer PA appears.
.
The Acquirer reserves the right not to proceed with the acquisition of the equity shares pursuant to the Exit Offer in the event
the approvals indicated above are not obtained or conditions which the Acquirer considers in its sole discretion to be onerous
are imposed in respect of such approval(s).
4.2.
4.3.
5.
TAX TO BE DEDUCTED AT SOURCE
5.1.
All the Residual Shareholders would be either classified as resident or non-resident, determined on the basis of criteria laid
down in Section 6 of the Income Tax Act, 1961 (“IT Act”). Tax withholding for resident Residual Shareholders and nonresident Residual Shareholders are mentioned as under:
Withholding tax for Residual Shareholders being Tax Residents of India
a)
No Tax will be deducted at source for Residual Shareholders who are tax residents of India. Resident Residual
Shareholders must specify the details requested in the Application Form, including but not limited to their Residential
Status.
Withholding tax for Residual Shareholders who are not Tax Residents of India
a)
As per the provisions of Section 195(1) of the IT Act, any person responsible for paying to a non-resident any sum
chargeable to tax is required to deduct tax at source (including cess & surcharge as applicable). Since, the consideration
payable under the Exit Offer would be chargeable to capital gains under Section 45 of the IT Act or as business income
under Section 28 of the IT Act, the Acquirer will need to deduct tax at source (including cess & surcharge as applicable)
at the applicable tax rate on the entire consideration payable to the following categories of Residual Shareholders, who
are not tax residents of India as given below:
• Non-Resident Indians / Overseas Corporate Bodies / Non-Domestic Companies: Acquirer will deduct tax at
source at the applicable rates (including applicable cess & surcharge) on the Exit Price as may be applicable on shortterm capital gains or business profits or long-term capital gains, as the case may be.
• Foreign Institutional Investors (“FII”): Acquirer will not deduct tax at source on the Exit Price if the Shares are
held on investment / capital account in view of the provisions of Section 196D(2) of the IT Act read with the
provisions of Section 115AD of the IT Act. Tax will be deducted at source at the applicable rates (plus cess &
surcharge as applicable) on the Exit Price if the Shares are held on trade account or if the FII fails to certify in the bid
form that the Shares are held by it on investment / capital account.
b) The rate of deduction of tax in the case of non-residents is dependent on several factors. Since the Acquirer does not have
in-house information in respect of various non-resident Residual Shareholders, such Residual Shareholders must specify
the details requested in the Bid Form, including but not limited to the following information: (i) Residential status of the
Residual Shareholder; (ii) Category to which the non-resident Residual Shareholder belongs i.e., Non Resident Indian,
Overseas Corporate Body, Nondomestic company, Foreign Institutional Investor, FII other than a company or any other
non-resident; (iii) Date of acquisition of Equity Shares (to be supported by evidence); (iv) Cost of acquisition (to be
5
supported by evidence); (v) Whether the Equity Shares are held on investment account or trading account; (vi) Whether
the shares qualify as long term capital asset or short term capital asset.
Further, for the purpose of determining whether the capital gains are short-term or long-term, Acquirer shall take the
following actions based on the information obtained from the Company.
• In the case of Shares held in physical form that are registered with the Company in the name of the Residual
Shareholder, the date of registration of the Shares with the Company shall be taken as the date of acquisition.
• In the case of Shares held in a physical form and where the Residual Shareholder is not the registered Residual
Shareholder, the capital gain shall be assumed to be short-term.
• In the case of dematerialized Shares, the date of credit of the Shares to the Shareholders Demat Account shall be taken
as the date of acquisition.
In case of the documents / information as requested in the Bid Form are not submitted to the Acquirer or the Acquirer
considers the documents / information submitted to be ambiguous / incomplete / conflicting, the capital gain shall be
assumed to be short-term and Acquirer reserves the right to withhold tax on the gross consideration at the applicable rate.
c)
If the aforementioned categories of Residual Shareholders require the Acquirer not to deduct tax or to deduct tax at a
lower rate or on a lower amount, they would need to obtain a certificate from the Income Tax authorities under Section
195(3) or under section 197(1) of the IT Act, and submit it to the Acquirer while submitting the Application Form. On
failure to produce such certificate from the Income Tax authorities, the Acquirer will deduct tax as aforesaid on the entire
consideration, and a certificate in the prescribed form shall be issued to that effect.
d) The TDS provisions summarized above are applicable only to those Residual Shareholders who have obtained Permanent
Account Number (“PAN”) under the IT Act and furnished the same in the Application Form. A self-attested copy of the
PAN card / PAN allotment number is also required to be attached as evidence.
If PAN is not mentioned in the Application Form or a self attested copy of PAN card / PAN allotment letter is not
attached, in view of Section 206AA of the IT Act, the Acquirer will arrange to deduct tax at the rate of 20% or the rate as
may be applicable to the category of the Residual Shareholder under the IT Act, whichever is higher.
Residual Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective
assessing officers in their case, and the appropriate course of action that they should take. The Acquirer and the Manager
to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. Further, the tax laws as
mentioned above are based on the prevailing provisions of the IT Act and may undergo change in view of any
amendment, if any made in the IT Act. The Acquirer reserves the right to apply the rates for tax withholding, as
applicable at the time of payment to Residual Shareholders.
6.
COMPLIANCE OFFICER
The Compliance Officer of the Company is Mr. Mohit Chande, Company Secretary and Compliance Officer; Telephone
Number: +91 771 4082000/ 4082746; Facsimile Number: +91 771 4057601
7.
GENERAL
Every Residual Shareholder who desires to avail of the Exit Offer may do so pursuant to independent inquiry, investigation
and analysis and shall not have any claim against the Acquirer, the Manager to the Offer, the Registrar to the Offer or the
Company whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
Exit Offer.
Signed by the Acquirer
For and on behalf of Hira Infra-Tek Limited
Mr. Siddharth Agrawal
Director
Mr. Pramod Kumar Shrivastava
Director
Date: August 05, 2014
Place: Raipur
--------------------------------------------------------------------------------------------------------------------------------------------------------If you require any clarification in connection with this Exit Offer Letter, you should consult the Registrar to the Offer at:
Link Intime India Private Limited (Unit: Hira Ferro Alloys Limited- Delisting) C-13, Pannalal Silk Mills Compound, LBS Marg,
Bhandup (West), Mumbai- 400078; Tel: +91 +91 22 6171 5400; Fax: +91 22 2596 0329; Email: hira.delisting@linkintime.co.in;
Contact Person: Mr. Pravin Kasare
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Please read this document along with the exit offer letter dated August 05, 2014 (“Exit Offer Letter”) issued by Hira Infra-Tek
Limited (the “Acquirer”), since the terms and conditions of the Exit Offer Letter are deemed to have been incorporated in and form
part of this document (“Application Form”). Unless the context otherwise requires, capitalized expressions in this Application Form
which have not been defined herein, shall have the same meanings as in the Exit Offer Letter.
Exit Offer Summary
Exit Period Opens
Exit Period Closes
Exit Price
August 11, 2014
August 10, 2015
Rs. 32 per Equity Share
APPLICATION FORM
for tender of Equity Shares of face value of Rs.10 each of
HIRA FERRO ALLOYS LIMITED
pursuant to the Exit Offer by the Acquirer
Residual Shareholders should ensure that their Application Form together with necessary enclosures is delivered by hand or
sent by registered post / courier (at the Residual Shareholder’s sole cost and risk) to the Registrar to the Offer on or before
the last day of the Exit Period, at the address of the Registrar to the Offer provided in the Exit Offer Letter.
Dear Sir(s),
Re: Exit Offer for Residual Shareholders of the Company at an Exit Price of Rs. 32/- per Equity Share
1.
I/We, having read and understood the terms and conditions set out below, in the Exit Offer Letter, hereby tender my/our Equity
Shares in response to the Exit Offer.
2.
I/We hereby undertake the responsibility for the Application Form and the Equity Shares tendered under the Exit Offer and
I/We hereby confirm that the Acquirer/Manager to the Offer/Registrar to the Offer shall not be liable for any delay/loss in transit
resulting into delayed receipt or non receipt of the Application Form along with all requisite documents, by the Registrar to the
Offer or delay/failure in credit of Equity Shares to the Special Depository Account within due time, due to
inaccurate/incomplete particulars/instructions or any reason whatsoever.
3.
I/We also understand that the payment of consideration will be done, after due verification of Application Forms, documents
and signatures.
4.
I/We hereby confirm that I/we have never sold or part/dealt with, in any manner, with the Equity Shares tendered under the Exit
Offer and these Equity Shares are free from any lien, equitable interest, charges and encumbrances, whatsoever.
5.
I/We hereby declare that there are no restraints/injunctions, or other order of any nature which limits/restricts my/our rights to
tender these Equity Shares and I/We are the absolute and only owner/s of these Equity Shares and legally entitled to tender the
Equity Shares under the Exit Offer.
6.
I/We authorize the Acquirer, Manager to the Offer and Registrar to the Offer to send the payment of consideration by way of
crossed account payee cheque/demand draft/pay order through registered post/courier/speed post at the address registered with
the Company or by electronic credit.
7.
I/We undertake to return the amount/Equity Shares received by me/us inadvertently, immediately.
8.
I/We agree that upon acceptance of the equity Shares by the Acquirer, tendered by me/us under the Exit Offer, I/we would cease
to enjoy all right(s), title(s), claim(s) and interest(s) whatsoever, in respect of such Exit Shares of the Company.
9.
I/We further authorize the Acquirer to return to me/us, the share certificate(s) in respect of which the Exit Application is not
found not valid or is not acceptable, specifying the reasons thereof and in the case of dematerialized Equity Shares, to the extent
not accepted will be released to my/our depository account at my/our sole risk.
10. I/We hereby undertake to execute any further documents, give assurance and provide assistance, which may be required in
connection of the Exit Offer and agree to abide by the decisions taken in accordance with the applicable rules and regulations.
11. I/We acknowledge and confirm that all the particulars/statements given are true and correct.
1
BOX 1A: Residual Shareholder’s details (In BLOCK capital letters)
Complete this box with the full name and address of the holder of the Equity Shares. In case of joint holding, details of the first
named holder should be provided along with the names of other joint holders.
1.
Name
(please write
the names of
the joint
holders in the
same order as
appearing in
the share
certificat
e / demat
account)
Tel. /Mobile
No.
Full Address
of the First
Holder (with
pin code)
2.
3.
Holder
Name
PAN
Sole/First
Second
Third
E-mail:
BOX 1B: Category / Type of Investor (Please tick (√) the box to the right of the appropriate category)
Resident*
Non-Resident*
Individual
Non Resident Indian (NRI) – Repatriable
Hindu Undivided Family (HUF)
Non Resident Indian (NRI) – Non Repatriable
Trust
Individual (other than Non Resident Indian)
Domestic Company
Foreign Institutional Investor (FII) – Corporate
Indian Mutual Fund
Foreign Institutional Investor (FII) – Others
Bank, Insurance Company and Financial
Foreign Company
Institutions
Indian Venture Capital Fund
Overseas Corporate Bodies (OCB)
Others (Please specify)____________________
Others (Please specify)______________________
* Resident status as determined on the basis of criteria laid in Section 6 of the Income Tax Act, 1961, as amended (“IT Act”).
BOX 2: Signatures of Residual Shareholder’s
In case of joint holdings, all holders must sign Box 2 below in the same order and as per specimen signatures registered with the
Company. In case of body corporate a stamp of the company should be affixed and necessary board resolution authorizing the
submission of this Application Form should be attached. By your signature in Box 2, you will also be deemed to be making the
acknowledgement and authorizations set out in Box 3 below.
I/We hereby tender the number of Equity Shares set out or deemed to be set out in Box 3 in accordance with, and on and
subject to the terms and conditions herein and this Exit Offer Letter.
Sr. No. Holder
Name
Signature(s)
1.
Sole / First Holder
2.
Second Holder
3.
Third Holder
Note: In case of non-individuals / HUFs, official seal must be affixed and necessary authorisation should be enclosed.
2
BOX 3A: For Residual Shareholders holding Equity Shares in physical form
Before submitting this Application Form, Residual Shareholders must execute valid share transfer deed(s) in respect of the Equity
Shares and attach thereto all the relevant physical share certificate(s). The share transfer deed(s) shall be signed by the Residual
Shareholder (or in case of joint holdings by all the joint holders in the same order) in accordance with the specimen signature(s)
recorded with the Company and shall also be duly witnessed. A copy of any signature proof may be attached to avoid any
inconvenience.
Sr. No.
Share Certificate Nos.
Registered Folio Nos.
Distinctive Nos.
Number of Equity
Shares
From
To
1.
2.
3.
4.
Total number of Equity Shares (If the space is inadequate, please attach a separate sheet)
Residual Shareholders holding Equity Shares in physical form may please enclose a self-attested photocopy of their PAN
Card.
BOX 3B: For Residual Shareholders holding Equity Shares in dematerialized form
Please complete the space provided below with the details of the depository account in which your Equity Shares are presently
held, as well as with details of your depository participant.
I/We confirm that I/we hold my/our Equity Shares in dematerialized form. The details of my/our depository account and
my/our depository participant are as follows:
Name of Depository Participant
DP Identification Number
Client Identification Number
Beneficiary’s name (as appearing in depository participant’s records)
Date of execution/acknowledgement of delivery instruction (copy
enclosed)
Number of Equity Shares
Before submitting the Application Form, you must instruct the depository participant of your depository account in which your
Equity Shares are held to deposit the Equity Shares you wish to tender into the Special Depository Account whose details are
mentioned below. Please ensure that your Equity Shares are credited into the below mentioned account in OFF MARKET MODE.
Failure to credit your Equity Shares into the correct Special Depository Account may result in rejection of your Bid.
A photocopy of the delivery instruction or counterfoil of the delivery instruction slip furnished to the depository participant of your
depository account (duly acknowledged by such depository participant) as proof of credit of your Equity Shares to the Special
Depository Account should be attached to your Application Form.
I/We confirm that I/we have enclosed a photocopy/counterfoil of my/our duly acknowledged delivery instruction slip to my/our
depository participant, crediting my/our Equity Shares to the Special Depository Account as detailed below:
Special Depository Account Name
Name of the Depository Participant
Depository
Depository Participant Identification Number
Client Identification Number
Delivery Mode
ISIN No. of Hira Ferro Alloy Limited
MOIAPL – Hira Ferro Alloys – Delisting Escrow Account
Motilal Oswal Securities Limited
CDSL
12010900
05325751
Off-market
INE573I01011
Residual Shareholders having their beneficiary account in the National Securities Depository Limited (“NSDL”) have to execute inter
depository delivery instructions for the purpose of crediting their Equity Shares in favour of Special Depository Account with Central
Depository Services (India) Limited (“CDSL”), the details of which are mentioned above.
3
BOX 4: Bank Account Details
In order to avoid any fraudulent encashment in transit of the cheque/pay order or demand draft issued by the Acquirer or as the
case may be electronic credit towards the consideration payable for the Equity Shares tendered under this Application Form,
please fill the following details of the sole shareholder’s bank account (or, in the case of joint holders, the first-named holder’s
bank account) and any consideration payable will be paid by issuing an instrument or electronic transfer carrying the details of
the bank account so provided.
If you do not fill in Box 4, any consideration payable will be sent in favour of the sole/first named Residual Shareholder at the
address provided in Box 1A above. (however, there will be no obligation on the Acquirer or Manager to the Offer or the Registrar
to the Offer in relation to the same).
Name of the Sole/First Holder’s bank
Bank Branch Address
City & PIN code of the Branch
Bank account number
Savings/Current/Others (Please specify)
IFSC code (in case you wish to receive funds electronically)
MICR code (in case you wish to receive funds electronically)
Please note that for fund transfer in electronic mode, the transfer would be done solely at your risk based on the data provided above
by you.
1.
2.
3.
4.
5.
6.
CHECKLIST
(Please Tick (√) the box to the right of the appropriate category)
Physical Shareholders
Dematerialized Shareholders
Application Form
1. Application Form
Original share certificate(s) with share transfer deed
2. Copy of acknowledged delivery instruction slip
Valid share transfer deed(s). Unregistered Residual
3. Inter depository delivery instruction, in case of
Shareholders to additionally provide original broker
Equity Shares being held through NSDL
contract note and valid share transfer deed(s) as
received from the market, duly stamped and
executed as the transferee(s)
Self-attested copy of PAN card/PAN allotment letter
4. Self-attested copy of PAN card/PAN allotment letter
Certificate u/s 195(3) / 197 of the Income Tax
5. Certificate u/s 195(3) / 197 of the Income Tax Act,
Act,1961, where applicable
1961, where applicable
Other documents as applicable (please specify)
6. Other documents as applicable (please specify)
-----------------------------------------------------------------------------Tear Here------------------------------------------------------------------Notes:
1 All documents / remittances sent by / to the Residual Shareholders will be at their risk and Residual Shareholders are advised to
adequately safeguard their interests in this regard.
2
Please read these notes along with the entire contents of the Exit Offer Letter.
3
In the case of Residual Shareholders other than individual / HUFs, any documents, such as a copy of a power of attorney, board
resolution, authorization, etc, as applicable and required in respect of support/verification of this Application Form shall also be
provided otherwise the Application Form shall be liable for rejection.
4
The number of Equity Shares tendered under the Exit Offer should match with the number of Equity Shares specified in the share
certificate(s) enclosed or Equity Shares credited in the Special Depository Account under the respective Client ID number.
5
The consideration shall be paid in the name of Sole/First Holder.
6
In case, the Application Form is not complete in all respects, the same may be liable for rejection.
7
In the event that the sole/any joint holder has died, but the share certificate(s) are still in the name of the deceased person(s),
please enclose the requisite documents, i.e., copies of death certificate and will /probate /succession certificate and other relevant
papers, as applicable.
4
THE APPLICATION FORM IS TO BE SUBMITTED TO THE REGISTRAR TO THE EXIT OFFER ONLY BY HAND
DELIVERY OR BY REGISTERED POST OR COURIER ALONG WITH ALL APPLICABLE DOCUMENTS
Link Intime India Private Limited
C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai 400 078, India
Tel: +91 22 2569 7878
Fax: +91022 2569 0329
Email: hira.delisting@linkintime.co.in
Contact Person: Pravin Kasare
SEBI Registration No.: INR000004058
------------------------------------------------------------------------------------------------------------------------------------------------------------Tear along this line
ACKNOWLEDGEMENT SLIP
Received
from
Mr./Ms./M/s._______________________________________________an
Application
_______________Equity Shares of Hira Ferro Alloys Limited at the Exit Price of Rs. 32/- per Equity Share.
Form
Received a photocopy of the acknowledged depository instruction slip for the transfer of such Equity Shares from the account
bearing / Received but not verified share certificate(s) and share transfer deeds.
PHYSICAL SHAREHOLDER
FOLIO NO.
SHARE CERTIFICATE NO.
NUMBER
OF
EQUITY
SHARES
DEMATERIALIZED SHAREHOLDER
DEPOSITORY PARTICIPANT
ID NO
CLIENT ID NO.
NUMBER
OF
EQUITY
SHARES
APPLICATION NUMBER
ACKNOWLEDGEMENT
DATE OF RECEIPT
------------------------------------
------------------------------------
5
SEAL AND SIGNATURE OF
OFFICIAL
------------------------------------
for