LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is sent to you as Equity Shareholder(s) of Padmalaya Telefilms Limited. If you require any clarifications about the action to be
taken, you may consult your stock broker or investment consultant or Manager to the Offer or Registrars to the Offer. In case, you have sold your
Equity Shares in Padmalaya Telefilms Limited, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement
and Transfer Deed to the purchaser of the Equity Shares or the member of stock exchange through whom the said sale was effected.
CASH OFFER
By
Padmalaya Enterprises Private Limited
(Registered Office: D.No. 8-2-293/82/JIII/P, Road No 78, Jubilee Hills, Hyderabad 500 033; Tel.: +91-40-3546549; Fax: +91-40-3546693)
and
Zee Telefilms Limited
(Registered Office: 135, Continental Building, Dr. Annie Besant Road, Worli, Mumbai 400 018; Tel.: +91-22- 4965609; Fax: +91-22- 4964334)
to acquire
25,05,760 Equity Shares of Rs. 10 each representing 23.86% of the existing
outstanding Equity Share Capital, at Rs. 148.50 per fully paid-up Equity Share
which includes 7,200 Equity Shares of Rs. 5 paid-up per Equity Share, at Rs. 98.50 per
partly paid-up Equity Share
of
Padmalaya Telefilms Limited
(Registered Office: D.No. 6-3-1186/3, 1st Floor, Balreddy Buildings, Begumpet, Hyderabad 500 016;Tel: +91-40-3412064; Fax: +91-40-3412082)
The Offer being made by Padmalaya Enterprises Private Limited and Zee Telefilms Limited pursuant to Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.
The Offer is subject to the approval of the Reserve Bank of India under the Foreign Exchange Management Act, 2000 for acquiring Equity
Shares tendered by non-resident shareholders including NRI(s), OCB(s) and FII(s). The Acquirer and/ or the PAC will make necessary application
to the RBI on behalf of the Non-resident shareholders.
As on the date of this Letter of Offer, there are no other statutory approvals required to implement this Offer. In case of non-receipt of the said
approvals within time, Securities and Exchange Board of India (SEBI) has the power to grant extension of time to the Acquirer and the PAC for
payment of consideration to shareholders subject to the Acquirer and the PAC agreeing to pay interest as directed by SEBI.
The Offer is subject to the approvals from Banks who have provided loans and financial assistance, as applicable.
Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement/ Letter of Offer,
cannot withdraw the same.
The Acquirer and the PAC are permitted to revise the Offer Price upward any time up to seven working days prior to the date of the closing of
the Offer. If there is any upward revision in the Offer Price by the Acquirer and the PAC till the last date of revision viz. May 27, 2002 or in case
of withdrawal of the Offer, the same would be informed by way of a Public Announcement in the newspapers mentioned in Clause 2.2.5 of this
Letter of Offer and the same revised price would be payable by the Acquirer and the PAC to all shareholders who tendered their Equity Shares
at any time during the Offer and which are accepted by the Acquirer and the PAC under the Offer.
If there is a competitive offer/ bid:
l
The public offers under all the subsisting bids shall close on the same day;
l
As the Offer Price cannot be revised during seven working days prior to the date of closing of the Offer/bids, it would therefore, be in
the interest of the shareholders to wait till the commencement of that period to know the final Offer Price of each offer/ bid and
tender their acceptance accordingly.
A copy of the Letter of Offer (including Form of Acceptance-cum-Acknowledgement) is also available on SEBI’s web-site (www.sebi.gov.in or
www.sebi.com).
MANAGER TO THE OFFER
REGISTRARS TO THE OFFER
Enam Financial Consultants Pvt. Ltd.
Karvy Consultants Ltd.
801, Dalamal Towers,
Nariman Point,
Mumbai – 400 021
Tel: (+91 22) 2381800
Fax: (+91 22) 2846824
Email: openoffer@enam.com
Contact Person: Mr. Anant Sinha
“Karvy House”, 46, Avenue 4,
Street No. 1, Banjara Hills,
Hyderabad– 500 034
Tel: (+91 40) 3312454/ 3320751/ 3
Fax: (+91 40) 3311968
Email: murali@karvy.com
Contact Person: Mr. Murali Krishna C.
OFFER OPENS ON: MAY 7, 2002
OFFER CLOSES ON: JUNE 5, 2002
SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER
ACTIVITY
Public Announcement Date
Specified Date (for the purpose of determining the names of shareholders to whom the
Letter of Offer would be sent)
Last date for Competitive Bid
Date by which Letter of Offer will be posted to shareholders
Date of Opening of the Offer
Last date for revising the Offer Price/number of Equity Shares
Date of Closing of the Offer
Date by which acceptance/rejection under the Offer would be intimated and the
corresponding payment for the acquired Equity Shares and/or Equity Share
Certificate(s) for rejected equity shares will be despatched/credited
DATE & DAY
March 18, 2002,
Monday
March 20, 2002, Wednesday
April 8, 2002,
Monday
May 2, 2002,
Thursday
May 7, 2002,
Tuesday
May 27, 2002,
Monday
June 5, 2002, Wednesday
July 5, 2002,
Friday
TABLE OF CONTENTS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Disclaimer Clause -----------------------------------------------------------------------------------------------------------Details of the Offer ----------------------------------------------------------------------------------------------------------Background of Padmalaya Enterprises Private Limited, the Acquirer ---------------------------------------Background of Zee Telefilms Limited, the PAC ---------------------------------------------------------------------Background of Padmalaya Telefilms Limited, the Target --------------------------------------------------------Rationale for the Acquisition and Offer -------------------------------------------------------------------------------Offer Price and Financial Arrangements ------------------------------------------------------------------------------Delisting Option -------------------------------------------------------------------------------------------------------------Terms and Conditions ------------------------------------------------------------------------------------------------------Procedure for Acceptance and Settlement --------------------------------------------------------------------------Documents for Inspection ------------------------------------------------------------------------------------------------Declaration by the Acquirer and the PAC ------------------------------------------------------------------------------
PAGE
1
1
4
5
10
13
13
17
17
19
23
24
DEFINITIONS
Acquirer or PEPL
Agreement
ASE
BSE
CSE
DP or Depository Participant
DSE
Escrow Bank
FEMA
FII(s)
Form of Acceptance
HSE
INR
Manager or Manager to the Offer or Enam
MOU
NRI(s)
Non-Resident Shareholders
NSE
NSDL
OCB(s)
Offer or Open Offer
Offer Period
Offer Price
Person Acting in Concert or PAC or ZEE
Public Announcement or PA
Registrars or Registrars to the Offer
RBI
The Regulations
SEBI
Specified Date
Target or PTL
US$
Padmalaya Enterprises Private Limited
Share Purchase Agreement dated March 12, 2002
The Stock Exchange, Ahmedabad
The Stock Exchange, Mumbai
The Calcutta Stock Exchange Association Ltd., Kolkata
Karvy Consultants Limited
The Delhi Stock Exchange Association Ltd., Delhi
Standard Chartered Bank, 90 Mahatma Gandhi Road, Post Box No 725,
Fort, Mumbai-400 001
The Foreign Exchange Management Act, 2000
Foreign Institutional Investors registered with SEBI
Form of Acceptance-cum-Acknowledgement accompanying this Letter of
Offer
The Hyderabad Stock Exchange Ltd., Hyderabad
Indian Rupees
Enam Financial Consultants Pvt. Ltd.
Memorandum of Understanding, dated March 12, 2002
Non-Resident Indians
NRIs’, OCBs’ and FIIs’ holding the Equity Shares of PTL
National Stock Exchange of India Ltd, Mumbai
National Securities Depository Limited
Overseas Corporate Bodies
Open Offer to acquire 25,05,760 Equity Shares of Rs. 10 each, representing
23.86% of the existing outstanding equity share capital of Padmalaya
Telefilms Limited at a price of Rs. 148.50 per fully paid-up Equity Share
which includes 7,200 Equity Shares of Rs. 5 paid-up per Equity Share, at
Rs. 98.50 per partly paid-up Equity Share, payable in cash
March 18, 2002 to June 5, 2002
Rs. 148.50 per fully paid-up Equity Share of PTL and Rs. 98.50 per partly
paid-up Equity Share of PTL
Zee Telefilms Limited
Public Announcement for the Open Offer issued on behalf of the Acquirer
and the PAC on March 18, 2002
Karvy Consultants Limited
The Reserve Bank of India
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
and subsequent amendments thereto
Securities and Exchange Board of India
March 20, 2002
Padmalaya Telefilms Limited
United States of America Dollars
1
DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN
ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI.
THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING
WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF PTL TO TAKE AN
INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
FINANCIAL SOUNDNESS OF THE ACQUIRER OR THE PAC OR THE COMPANY WHOSE EQUITY SHARES/CONTROL
IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER
AND THE PAC ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL
RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE ACQUIRER AND THE PAC DULY DISCHARGE THEIR RESPONSIBILITIES
ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, ENAM FINANCIAL CONSULTANTS PVT. LTD.,
HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED APRIL 1, 2002 TO SEBI IN ACCORDANCE WITH THE
SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT
AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER
AND THE PAC FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED
FOR THE PURPOSE OF THE OFFER.
Neither the Acquirer nor the PAC accept any responsibility for statements made otherwise than in this Letter of
Offer or in the advertisement or any material issued by, or at the instance of the Acquirer, the PAC and the Manager
to the Offer and anyone placing reliance on any other source of information would be doing so at his/her/their own
risk.
2
DETAILS OF THE OFFER
2.1
Background to the Offer
2.1.1
On March 12, 2002, PEPL and ZEE entered into a Memorandum of Understanding (“MOU”) with PTL and the promoter
shareholders of PTL and the shareholders of PEPL. As per this MOU, ZEE will provide funds to PEPL for:
l
PEPL’s acquisition of 20,00,000 equity shares of PTL at a price of Rs. 142.20 per fully paid-up equity share,
aggregating Rs. 28.44 crore by way of preferential allotment which was approved by the Board of Directors of
PTL in its meeting held on February 28, 2002 and by the shareholders in its Extraordinary General Meeting held
on March 27, 2002;
l
Payment of consideration for the Equity Shares acquired in this Open Offer.
The funds to be provided by ZEE will be by way of a loan to PEPL, for which a Loan Agreement has been entered
into between ZEE, PEPL and promoter shareholders of PTL. The loan mentioned above, will be discharged in full by
PEPL through allotment of its equity share of Rs. 10 each to ZEE, such that, ZEE’s equity shareholding in PEPL will
be 64.30%.
2.1.2
On March 12, 2002, PEPL and the individual and corporate promoter shareholders of PTL entered into a Share
Purchase Agreement (“the Agreement”). As per this Agreement, these shareholders of PTL have agreed to consolidate
their shareholding in PTL by transferring 22,50,000 equity shares of PTL held by them to PEPL. The above transfer
will be at a price of Rs. 142.20 per fully paid-up equity share of PTL, aggregating Rs. 31.99 crore. In discharge of the
above consideration, PEPL will issue its equity shares to these shareholders of PTL. As a consequence, these
shareholders will hold the 35.70% of the fully paid-up equity capital of PEPL.
1
The individual and corporate promoter shareholders of PTL who are parties to the Agreement and their shareholding
held and to be transferred are as given below:
Sr.
No.
Names of the transferors
As a % of
total equity
capital of PTL
No of shares
to be
transferred
As a % of
total equity
capital of PTL
1
Padmalaya Studios (P) Limited
8,90,000
8.48
6,50,000
6.19
2
Padmalaya Vision Limited
7,50,000
7.14
7,50,000
7.14
3
G. S. R.Krishnamurthy (HUF)
4,00,000
3.81
3,85,000
3.67
4
Krishna Production (P) Limited
30,033
0.29
15,000
0.14
5
G. Adiseshagiri Rao
1,85,000
1.76
1,50,000
1.43
6
G. V. Nararasimha Rao
1,71,000
1.63
1,50,000
1.43
7
G. Ramesh Babu
50,000
0.48
50,000
0.48
8
G. Varaprasad
50,100
0.48
50,000
0.48
9
G. Jayapradha
91,000
0.87
50,000
0.48
26,17,133
24.93
22,50,000
21.43
TOTAL
2.1.3
No of shares
held as on
March 12, 2002
The MOU mentioned above, also provides for the following:
l
ZEE and PTL shall combine the animation business of ZEE and PTL in to a single entity and an appropriate
structure, valuation and modalities would be worked out in due course.
l
ZEE and the existing promoter group of PTL shall have a right to appoint their nominees in the Board of PTL
and PEPL in proportion to their respective shareholding in PTL and PEPL.
l
ZEE and the other shareholders of PEPL and the existing promoter group of PTL shall enter into a comprehensive
shareholders agreement covering issues relating to exercise of management control on PTL and PEPL by ZEE
and the existing promoter group, the composition of the Board of PTL and PEPL, the manner of disposal of the
shares of PEPL by either of the parties, and other matters and issues that the parties deem fit.
The board of directors of PTL and PEPL, as the case may be, shall transfer the securities acquired by PEPL,
whether under the agreement or from open market purchases, in the name of PEPL or ZEE and or allow such
changes in the board of directors of PTL and PEPL and or allot shares of PEPL to ZTL or promoter group of PTL,
as may be agreed.
2.1.4
In the event PEPL being required under the law to acquire more than 21 lac Equity Shares under this Open Offer or
this Open Offer resulting in an acquisition lower than 21 lac Equity Shares, the percentage of holding of ZEE and the
promoter shareholders of PTL in PEPL mentioned above would be accordingly adjusted.
2.1.5
As on the date of this Public Announcement, the equity shareholding of PEPL, ZEE and promoter shareholders of
PTL in PTL is as below:
Name of shareholder
No. of equity shares held
PEPL
25,000
0.24
Nil
Nil
Promoter shareholders of PTL
27,77,108
26.45
TOTAL
28,02,108
26.69
ZEE
2.1.6
Shareholding as a % of the total
paid-up equity capital of PTL
Neither the Acquirer nor the PAC nor the directors of the Acquirer nor the directors of the PAC have acquired any
Equity Shares of PTL from the date of Public Announcement till the date of this Letter of Offer.
2
2.1.7
The parties to the above Agreement and MOU have agreed not to act on the Agreement and the MOU in the event
of PEPL not complying with any provisions of the Regulations, excepting to the extent ZEE is required to fund PEPL
for acquiring the equity shares under the Preferential Allotment and under this Open Offer. The transfer of the
equity shares mentioned in the Agreement shall be effected only after the formalities as prescribed under the
Regulations are duly complied by PEPL.
2.2
The Offer
2.2.1
The Offer by PEPL and ZEE to the shareholders of PTL is being made in accordance with regulations 10 and 12 of
the Regulations, on account of substantial acquisition of equity shares and change in control of PEPL and consequently
PTL as a consequence of the above Agreement and the MOU.
As per the PA, PEPL and ZEE had made an Open Offer to acquire 21,00,000 Equity Shares of Rs. 10 each, representing
20% of the existing equity share capital of PTL, at a price of Rs. 148.50 per fully paid-up Equity Share of Rs. 10 each
which includes 7,200 Equity Shares of Rs. 5 paid-up per Equity Share at Rs. 98.50 per partly paid-up Equity Share,
payable in cash.
Subsequently, PEPL has indicated its intension to subscribe to the preferential issue of 20,00,000 equity shares at a
price of Rs. 142.20 per fully paid-up equity share aggregating to Rs. 28.44 crore being issued by PTL pursuant to its
shareholder’s approval at its extraordinary general meeting held on March 27, 2002. Hence, PEPL and ZEE have
accordingly revised their earlier Offer and are making an Open Offer to acquire 25,05,760 Equity Shares of Rs. 10
each, representing 23.86% of the existing equity share capital of PTL, at a price of Rs. 148.50 per fully paid-up
Equity Share of Rs. 10 each which includes 7,200 Equity Shares of Rs. 5 paid-up per Equity Share at Rs. 98.50 per
partly paid-up Equity Share, payable in cash (the “Offer” or “Open Offer”). The above Offer of 25,05,760 equity
shares would represent 20% of the equity capital of PTL after the allotment of 20,00,000 equity shares pursuant to
the preferential issue.
The equity share capital of PTL includes 7,200 partly paid-up (due to calls in arrears) equity shares of Rs. 10 each on
which Rs. 5 is paid-up per equity share. These partly paid-up equity shares are eligible to be tendered in the above
Open Offer. However, the Offer Price on these partly paid-up equity shares will be reduced to the extent of the
amount outstanding (i.e Rs. 50/- per equity share comprising of Rs. 5 per equity share towards share capital and Rs.
45 per equity share towards share premium account) and will therefore be accepted by the Acquirer and the PAC at
a price of Rs. 98.50. This Offer is being made to the equity shareholders of PTL other than those who are parties
to the Agreement and the MOU.
2.2.2
For the purpose of this Offer, ZEE is a Person Acting in Concert with the Acquirer.
2.2.3
The Offer is not subject to any minimum level of acceptance.
2.2.4
As on the date of the Public Announcement, PTL had 7,200 partly paid-up (due to calls in arrears) equity shares of
Rs. 10 each on which Rs. 5 is paid-up per equity share.
2.2.5
The Public Announcement, as per regulation 15(1) of the Regulations, was made in the following newspapers on
March 18, 2002:
Newspaper
Language
Editions
Financial Express
English
All editions
Janasatta
Hindi
All editions
Loksatta
Marathi
Mumbai edition
Andhra Bhoomi
Telegu
Hyderabad edition
A copy of this Public Announcement is also available at SEBI’s website (www.sebi.com and www.sebi.gov.in).
In case of any upward revision in the Offer Price by the Acquirer and the PAC at any time upto 7 working days prior
to the date of closing of the Offer (i.e. May 27, 2002) the same would be announced in the above-mentioned
newspapers and the same price would be payable by the Acquirer and the PAC for all the Equity Shares tendered
at anytime during the Offer, as per regulation 26 of the Regulations.
3
2.2.6
The Equity Shares will be acquired by the Acquirer and the PAC free from all liens, charges and encumbrances and
together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter.
2.2.7
Based on the information available from the Acquirer, the PAC, the Target and SEBI website, the Acquirer, the PAC,
the Target and the promoter shareholders of PTL have not been prohibited by SEBI from dealing in securities, in
terms of directions under Section 11B of SEBI Act or under any of the regulations made under the SEBI Act.
3
BACKGROUND OF PADMALAYA ENTERPRISES PRIVATE LIMITED (“PEPL”),
THE ACQUIRER
3.1
PEPL, having its registered office at D.No. 8-2-293/82/JIII/P, Road No 78, Jubilee Hills, Hyderabad 500 033 was
incorporated as private limited company, under the Companies Act, 1956, on February 27, 1986.
3.2
PEPL has so far been engaged in agricultural activities. ZEE, PEPL and the shareholders of PEPL have agreed as per
the MOU to constitute PEPL as the holding company of PTL to effectively manage and control PTL and thereby
consolidate shareholdings of PTL under PEPL.
3.3
As on date of the Public Announcement, PEPL had 1,00,000 equity shares of face value of Rs. 10 each fully paid-up,
aggregating Rs. 10,00,000. PEPL is not listed on any Stock Exchange.
3.4
PEPL is promoted by the promoters of PTL. As on date of this Public Announcement, the promoters of PTL and their
associates held the entire equity share capital of PEPL.
3.5
As on date of the Public Announcement, the Board of Directors of PEPL was as below:
Name
Residential Address
G. Adiseshagiri Rao, Director #
8A, North Creasent Road, T.Nagar, Chennai – 600 017
G. Ramesh Babu, Director
39, Unnamalisamuel Street, T.Nagar, Chennai – 600 017
N. Gopala Krishna, Director
84A, Journalist Colony, Jubilee Hills, Hyderbad – 500 033
S. Mallikarjuna Rao, Director
Flat No. 2, Phase 3, Kamlapuri Colony, Jubilee Hills, Hyderabad – 500 033
G. Vara Prasad, Director
248, Prashah Nagar Jubilee Hills, Hyderabad – 500 033
# Mr. G. Adiseshagiri Rao is also a Director of PTL. He has confirmed not having participated in any matter
concerning or relating to this Offer including any preparatory steps pertaining to the Offer and has also confirmed
not to do so as required under the Regulations.
3.6
The financial highlights of PEPL for the last three years and the nine months ended December 31, 2001as certified
by Dendukuri Associates & Co., Chartered Accountant (Membership no. 201152) vide their report dated March 20,
2002 are as below:
(In Rs. Lacs except ratio and share data)
For the year ended
Months
Income Statement
Income from operations
Other Income
Total Income
Total Expenditure
Profit Before Depreciation
Interest and Tax
Depreciation
Interest
Profit Before Tax
Provision for Tax
Profit After Tax
March 31, 1999
12
March 31, 2000
12
March 31, 2001
12
For the period
ended
December 31, 2001
9
35.98
1.59
37.57
32.09
36.93
1.60
38.53
32.98
41.74
1.52
43.26
37.75
11.81
1.55
13.36
12.42
5.48
0.19
—
5.29
-—
5.55
1.10
—
4.45
—
5.51
1.08
—
4.43
—
0.94
0.20
—
0.74
—
5.29
4.45
4.43
0.74
4
(In Rs. Lacs except ratio and share data)
For the year ended
Months
Sources of Funds
Paid up Share Capital
Reserves and Surplus
(Excluding Revaluation
Reserves)
Networth
Secured Loans
Unsecured Loans
TOTAL
Use of Funds
Net Fixed Assets
Investments
Net Current Assets
TOTAL
Dividend (%)
Earning Per Share (Rs.)
Return on Networth (%)
For the period
ended
December 31, 2001
9
March 31, 1999
12
March 31, 2000
12
March 31, 2001
12
10.00
10.00
10.00
10.00
26.61
36.61
—
—
36.61
30.71
40.71
—
—
40.71
33.60
43.60
—
—
43.60
33.91
43.91
—
—
43.91
22.96
15.00
(1.35)
36.61
3.50
5.29
14.44
25.44
15.00
0.27
40.71
3.50
4.45
10.93
24.35
15.00
4.25
43.60
14.00
4.43
10.16
23.79
15.0
5.12
43.91
—
0.99#
—
36.61
40.71
43.60
—
Book Value Per Share (Rs.)
# Annualised
3.7
PEPL has not promoted any company.
4
INFORMATION ON ZEE TELEFILMS LIMITED (“ZEE”), THE PAC
4.1
ZEE, having its registered office at 135, Continental Building, Dr. Annie Besant Road, Worli, Mumbai 400 018 was
incorporated on November 25, 1982, under the Companies Act, 1956 as Empire Holdings Ltd and obtained its
certificate of commencement of business on January 5, 1983. Till 1992, Empire Holdings Limited was engaged in
the business of leasing, hire purchase and financial services. In 1992, the company decided to enter the business of
Entertainment Software and was subsequently, renamed as Zee Telefilms Limited on September 8, 1992.
4.2
ZEE is currently engaged in the business of television programming, movie production, broadcasting and distribution
for the Indian and the Overseas markets.
4.3
As on date of this Public Announcement, ZEE had 41,25,05,012 equity shares of face value of Re. 1/- each aggregating
Rs. 41,25,05,012.
4.4
ZEE is promoted by Essel Group. As on date of the Public Announcement, Essel Group held 221,737,175 equity
shares of Re. 1 each, representing 53.75% of the equity shares capital of ZEE. The other listed company belonging
to the Essel Group is Essel Packaging Ltd.
4.5
As on date of this Letter of Offer, the shareholding pattern of ZEE is as follows:
Sl.
No.
Equity shareholder Category
No. of Equity Shares held
% of the outstanding
1
Promoters
217,738,175
52.78%
2
FII’s/ MFs/ FIs/ Banks
142,373,843
34.52%
3
Public
52,392,994
12.70%
TOTAL
412,505,012
100.00%
5
4.6
As on date of the Public Announcement, the Board of Directors of ZEE was as below:
Name
Residential Address
Subhash Chandra,
Chairman
16F, Block-6, Flat No.9, Site-12, Whamtoa Garden,
Kowloon, Hongkong
Vijay Jindal,
Director
Raheja Grande, Plot-204 Turner Road,
Bandra (W), Mumbai – 400 050
Laxmi Narain Goel,
Director
Essel Farm House No.3, Village-Sultanpur,
Mehrauli, New Delhi – 110 030
Ashok Kurien,
Director
14, Ashutosh, 38A, Nepeansea Road,
Mumbai – 400 006
Rajeev Chandrasekhar,
Director
No.375, 13th Main III Block, Koramangala,
Bangalore – 560 034
Vipin Malik #,
Director
Flat No.108, Golf Apartments, Sujan Singh Park,
New Delhi – 110 003
Raj Kamal Singh @,
Whole Time Director
65, Urmi, 5th Floor, Worli Seaface, Worli,
Mumbai – 400 018
D. P. Naganand,
Whole Time Director
202 Shangrilla, 8 Edward Road,
Bangalore – 560 052
Sandeep Goyal,
Whole Time Director
Lady Ratan Tower, Flat No.2202, B-Wing, Dainik Shivner Marg,
Off. E. Moses Road, Worli, Mumbai – 400 018
(# Has resigned as Director of ZEE vide his letter dated March 18, 2002. The Board of Directors of ZEE has yet
to accept the same)
(@ Has resigned as Whole Time Director of ZEE vide his letter dated April 15, 2002. The Board of Directors of
ZEE has yet to accept the same)
4.7
The financial highlights of ZEE for the last three years and the six months ended September 30, 2001 as certified by
MGB & Co., Chartered Accountant (Membership no. 107832) vide their report dated April 1, 2002 are as below:
(In Rs. Lacs except ratio and share data)
For the year ended
Months
Income Statement
Income from operations
Other Income
Total Income
Total Expenditure
Profit Before Depreciation
Interest and Tax
Depreciation
Interest
Profit Before Tax
Extraordinary item: Profit
on sale of film library
Provision for Tax
Provision for deferred Taxes
Profit After Tax
For the period
ended
September 30,
2001
6
March 31, 1999
March 31, 2000
March 31, 2001
12
12
12
22,617.64
555.98
23,173.62
14,130.58
28,697.98
1,007.69
29,705.67
18,270.74
38,466.19
5,111.24
43,577.43
24,779.90
20,347.22
3,891.04
24,238.26
13,414.59
9,043.04
184.25
809.32
8,049.47
11,434.93
248.92
837.31
10,348.70
18,797.53
426.96
2,114.13
16,256.44
10,823.67
308.73
3,271.64
7,243.30
—
3,344.16
95.24
4,610.07
18,498.95
3,577.16
98.68
25,171.81
—
2,377.00
366.69
13,512.75
—
1,467.00
798.00
4,978.30
6
(In Rs. Lacs except ratio and share data)
For the year ended
March 31, 1999
Months
Sources of Funds
Paid up Share Capital
Reserves and Surplus
(Excluding Revaluation
Reserves)
Misc expenditure
Networth
Share Application money
Secured Loans
Unsecured Loans
Deferred Tax liabilities
TOTAL
Use of Funds
Net Fixed Assets
Investments
Net Current Assets
TOTAL
Dividend (%)
Earning Per Share- Basic EPS
of Rs. (Excluding profit on
extraordinarily items)
Earning Per Share Diluted EPS of Rs.
Return on Networth (%)
Book Value Per Share (Rs.) ***
12
March 31, 2000
March 31, 2001
12
12
For the period
ended
September 30,
2001
6
1,866.51
11,252.29
4,085.36
344,652.66
4,124.38
394,626.25
4124.38
399,604.55
(-) 126.54
12,992.26
15.90
5,010.84
595.86
282.59
18,897.45
(-) 95.76
348,642.26
3,900.00
13,027.64
2,274.63
381.27
368,225.80
(-) 64.98
398,685.65
—
11,392.39
20,972.60
747.96
431,798.60
(-) 1253.36
402,475.57
—
27,480.03
16,723.54
1,545.96
448,225.10
3,118.12
5,711.61
10,067.72
18,897.45
55.00
5,513.01
343,281.97
19,430.82
368,225.80
55.00
11,016.91
351,387.22
69,394.47
431,798.60
55.00
12418.39
351387.22
84419.49
448225.10
—
2.45*
2.29
3.28
2.39*
35.48*
6.69*
2.29**
7.22
85.33
—
3.37
96.65
2.41#
—
2.47#
97.58
# Annualised
* Adjusted for share split
** Since Diluted EPS is increased when taking share application money in to account, share application money
is anti - dilutive and is ignored in the calculation of dilued EPS.
*** For calculating book value per share the number of share outstanding as on March 31of that year has been
taken into consideration.
4.8
The unaudited financial highlights of ZEE for the period ended December 31, 2001 are as below:
(In Rs. Lacs except ratio and share data)
34421
8338
4124.38
2.709
Total Income
Profit After Tax
Paid up Share Capital
Earning Per Share (Rs.) #
# Annualised
(Source: Published Provisional Unaudited results)
4.9
The Equity Shares of ZEE are listed on BSE, NSE, ASE, DSE and CSE. The closing price of ZEE on the BSE as on
April 26, 2002 was Rs. 176.80. The price earnings multiple of ZEE as on April 26, 2002 was 53.9x based on an EPS
of Rs. 3.28
4.10
ZEE has complied with the applicable provisions of the Chapter II of the Regulations in the current year, however,
the applicable provision for the previous year have been complied with a delay.
7
4.11
The details of the companies promoted by ZEE which are also its subsidiaries are as below:
Name of the Company
Date of Incorporation
Siticable Network Limited
Nature of Business
25.03.1987
Multi System Operator
Dakshin Media Limited
07.08.2000
Media business
Kaveri Entertainment Limited
Programme Asia Trading Company Limited
E-Connect India Limited
Zee Interactive Learning Systems Limited
Zee Multimedia Worldwide Limited
10.01.2001
24.01.1995
01.07.1999
27.08.1999
21.07.1992
Media business
Media business
Information & Technology
Education
Broadcaster
Winterheath Company Limited
15.09.1993
Broadcaster
The financial information for the above companies for the last three years based on their audited accounts is as
under:
(1) Siticable Network Limited
Figures in Rs. Lacs except per share data
Year ended March 31,
Particulars
1999
Sales and Other Income
4631.88
2000
2001
5895.52
7728.50
Profit after Tax
263.75
294.03
213.17
Equity Capital
509.11
509.11
10009.11
3265.24
3440.49
3725.28
5.18
5.77
0.21
74.14
77.58
13.72
Reserves (*)
Earnings per share
Book Value per share
* Net of revaluation reserves, miscellaneous expenditure not written off and accumulated loss.
(2) Dakshin Media Limited
Figures in Rs. Lacs except per share data
Year ended March 31,
Particulars
2001
Sales and Other Income
Profit after Tax
Equity Capital
Reserves (*)
0.45
(252.03)
0.01#
Nil
Earnings per share
(360053.83)
Book Value per share
(598234.53)#
* Net of revaluation reserves, miscellaneous expenditure not written off and accumulated loss.
# Does not include advance share application money of Rs. 93,679,397
(3) Kaveri Entertainment Limited
Figures in Rs. Lacs except per share data
Year ended March 31,
Particulars
2001
Sales and Other Income
Profit after Tax
Equity Capital
Reserves (*)
Earnings per share
NIL
NIL
5.0#
NIL
NIL
Book Value per share
9.61#
* Net of revaluation reserves and miscellaneous expenditure not written off
# Does not include advance share application money of Rs. 112,818,825
8
(4) Programme Asia Trading Company Limited
Figures in Rs. Lacs except per share data
Year ended March 31,
Particulars
Sales and Other Income
Profit after Tax
Equity Capital
Reserves (*)
Earnings per share
1999
116.64
12.97
34.71
532.58
3.74
2000
5.57
(7.09)
34.71
527.00
(2.04)
2001
1.08
(257.37)
34.71
271.14
(74.15)
Book Value per share
163.44
161.83
88.11
* Net of revaluation reserves and miscellaneous expenditure not written off
(5) E-Connect India Limited
Figures in Rs. Lacs except per share data
Particulars
Sales and Other Income
Profit after Tax
Equity Capital
Reserves (*)
Earnings per share
Book Value per share
Year ended March 31,
2000
2001
NIL
992.16
NIL
(1026.91)
100
1000
NIL
NIL
NIL
(10.27)
(11.22)
(7.73)
* Net of revaluation reserves, miscellaneous expenditure not written off and accumulated loss.
(6) Zee Interactive Learning Systems Limited
Figures in Rs. Lacs except per share data
Year ended March 31,
Particulars
2000
2001
Sales and Other Income
586.07
3100.14
Profit after Tax
1.99
(743.56)
Equity Capital
7.36
7.36#
Reserves (*)
1.11
—
Earnings per share
2.70
(1010.45)
Book Value per share
11.51
(1423.41)#
* Net of revaluation reserves, miscellaneous expenditure not written off and accumulated loss.
# Does not include advance share application money of Rs. 50,000,000
(7) Zee Multimedia Worldwide Limited
Figures in Rs. Lacs except per share data
Year ended March 31,
Particulars
1999
2000
2001
Sales and Other Income
3134.86
5193.01
2632.72
Profit after Tax
2413.97
4231.50
1631.84
Equity Capital
0.016#
0.016#
0.016#
Reserves
34366.30
38941.47
40573.31
Earnings per share
7099919.41
12445589.71
4799522.65
Book Value per share
101077395.08
114533786.85
119333309.50
Based on conversion rate of US$ 1= Rs. 48.61 (Avg.) as on March 18, 2002, source: Economic Times, Dated
March 19, 2002
9
(8) Winterheath Company Limited
Figures in Rs. Lacs except per share data
Year ended March 31,
Particulars
2000
2001
Sales and Other Income
2090.23
—
Profit after Tax
2090.23
—
Equity Capital
0.49
0.49
Reserves
45449.86
45449.86
Earnings per share
208605.79
—
Book Value per share
4535963.17
4535963.17
Based on conversion rate of US$ 1= Rs. 48.61 (Avg.) as on March 18, 2002, source: Economic Times, Dated
March 19, 2002
ZEE has initiated a process of consolidating and restructuring its subsidiaries and companies promoted by it.
5
INFORMATION ON PADMALAYA TELEFILMS LIMITED (“PTL”), THE TARGET
5.1
PTL, having its registered office at D.No. 6-3-1186/3, 1st Floor, Balreddy Buildings, Begumpet, Hyderabad 500 016,
was incorporated as a private limited company on September 17, 1991, as Rajiv Ratna Cine Enterprises Pvt. Ltd. On
June 26, 1995 it became a public limited company and on July 28, 1995 changed its name to Padmalaya Telefilms
Limited. PTL’s equity shares got listed at BSE on August 14, 2000 and at HSE on August 11, 2000. PTL was originally
promoted by Mr. G.V. Narsimha Rao and Mr. G. Vara Prasad. In 1995, Mr. G.S.R. Krishnan Murthy and Mr. G. Adiseshagiri
Rao were inducted as co-promoters.
5.2
PTL is presently engaged in the business of television programming, feature film production & distribution, teleserials and is also in the business of producing animation software and programmes and has a joint venture with
Film Club of USA for producing animation software of “Jataka Tales” and “British Rule in India”.
5.3
The issued and subscribed equity share capital of PTL as on the date of the Public Announcement comprised of
10,500,000 Equity Shares of Rs. 10 each aggregating Rs. 105,000,000. The above equity share capital of PTL includes
7200 partly paid-up (due to calls in arrears) equity shares of Rs. 10 each on which Rs. 5 is paid-up. As per the
Articles of Association of PTL, equity shares on which calls-in-arrears are not entitled to voting rights.
5.4
The share capital structure of PTL as on the date of the Public Announcement was as follows:
Issued Equity Share Capital
Fully paid-up Equity Shares (a)
No. of Equity Shares
(Face Value - Rs. 10/-)
% of Equity Shares/
Voting Rights
10,492,800
99.93%
7,200
0.07%
Total Issued Equity Shares (a+b)
10,500,000
100.00%
Total Voting Rights
10,492,800
99.93%
Partly paid-up Equity Shares (b)
(Source: Information provided by PTL vide letter dated March 20, 2002)
There are no outstanding convertible instruments (warrants/FCDs/PCDs etc.) of PTL.
10
5.5
The Board of Directors of PTL as on the date of the Public Announcement was as under:
Name / Designation
G. S. R. Krishna Murthy,
Chairman
G. Adiseshagiri Rao, #
Managing Director
G. V. Narasimha Rao,
Executive Director
P. C. Reddy,
Director
Jayadev Galla,
Director
R. Sudesh Iyer,
Director
K. Gopal Krishna,
Director
Residential Address
36, Neelakanta Metha Street, T. Nagar, Chennai – 600 017
8A, North Creasent Road, T. Nagar, Chennai – 600 017
248, Prashah Nagar, Jubilee Hills, Hyderbad – 500 033
A-1, Pujita Sri Residency, L.V.Prasad Marg, Banjara Hills,
Hyderabad – 500 034
Padmalaya Studio Complex, Road No. 78, Hyderabad – 500 034
11, Star Dust, 80, Neaphensea Road, Mumbai – 400 006
2-29/3, 1st Floor, Flat – C, Hideway Apartments Street No.4,
Habsi guda, Hyderabad
# Mr. G. Adiseshagiri Rao is also a director of PEPL.
(Source: Information provided by PTL vide letter dated March 20, 2002)
5.6
The financial highlights of PTL for the last three years are as below :
(In Rs. Lacs except ratio and share data)
Months
Income Statement
Income from operations
Other Income
Total Income
Total Expenditure
Profit Before Depreciation
Interest and Tax
Depreciation
Interest
Profit Before Tax
Provision for Tax
Profit After Tax
Sources of Funds
Paid up Share Capital *
Reserves and Surplus
(Excluding Revaluation Reserves) *
Networth
Secured Loans
Unsecured Loans
Total
Use of Funds
Net Fixed Assets
Investments
Net Current Assets
Total Miscellaneous Expenditure
not written off
Total
Dividend (%)
Earning Per Share (Rs.)
Return on Networth (%)
Book Value Per Share (Rs.)
For the year
ended,
September 30,
1999
12
For the period
ended,
March 31,
2000
6
For the year
ended
March 31,
2001
12
For the period
ended
December 31,
2001
9
1,673.73
158.40
1,832.13
1,347.28
962.73
117.52
1,080.25
711.64
4,675.24
140.58
4,815.82
3,272.40
5,481.26
24.90
5,506.16
3,688.34
484.85
116.24
—
368.61
5.00
363.61
368.61
71.62
—
296.99
37.96
259.03
1,543.42
222.83
—
1,320.59
254.80
1,065.79
1,817.82
310.36
—
1,507.46
274.76
1,232.70
565.50
750.00
1,049.60
1,049.60
662.09
1,227.59
—
400.00
1,627.59
2,516.33
3,266.33
—
—
3,266.33
6,855.52
7,905.12
—
—
7,905.12
8,088.22
9,137.82
—
—
9,137.82
784.18
—
817.20
1,738.97
—
1,457.63
3,934.14
171.51
3,733.78
4,342.43
191.51
4,233.46
26.20
1,627.59
15.00
6.43
30.27
21.24
69.73
3,266.33
20.00
3.45
8.10
42.62
65.69
7,905.12
20.00
10.15
13.60
74.69
370.42
9,137.82
—
15.66#
—
—
# Annualised (Source: Certificate from N.G.Rao & Associates, Chartered Accountants, Dated March 20, 2002)
11
5.7
The Equity Shares of PTL are listed on BSE and HSE. The closing price of PTL on the BSE as on the date of the Public
Announcement (i.e. March 18, 2002) was Rs. 161.95. PTL has applied to NSE for listing of its equity shares, which is
pending.
5.8
PTL, vide its letter dated March 21, 2002 has certified that (i) it has not been penalised by any of the stock exchanges,
where the shares of the company are listed, on account of default on compliance of listing agreement formalities
and (ii) it has complied with the provisions of the Chapter II of the Regulations, however for 2001 has been complied
with a delay.
PTL vide its letter dated March 20, 2002, has certified that its promoters and major shareholders have complied
with the provisions of the Chapter II of the Regulations.
5.9
As on March 20, 2002, the Equity Shareholding pattern in PTL before the Offer and after the Offer (assuming full
acceptance of the Offer) is given in the table below:
Shareholders Category
Equity
shareholding
prior to the
Agreement/
Acquisition
and Offer
(A)
No. of
%
Shares
Equity shares
agreed to be
acquired which
triggered off
the Open Offer
(B)
No. of
Shares
%
Equity shares
to be acquired
in Open Offer
Equity
shareholding
after the
Acquisition
and Offer ($)
(C)
No. of
Shares
(D)=(A+B+C)
No. of
%
Shares
1
%
Promoter group
a. Parties to the Agreement
26,17,133 24.93
22,50,000 21.42
—
—
367,133
3.50
& MOU (excluding PEPL)
b. Promoters other than (a)
1,59,975 1.50
—
—
—
—
1,59,975
1.50
above
Total (1(a)+(b))
27,77,108 26.45
22,50,000 21.42
—
—
5,27,108
5.02
2 a. Acquirer/ PEPL
25,000 0.24
—
—
—
— 47,80,760 45.53
b. PAC/ ZEE
Nil
Nil
—
—
—
—
—
—
Total (2(a)+(b))
25,000 0.24
—
—
—
— 47,80,760 45.53
3 Parties to the agreement
other than (1) (a) & (2)
—
——
—
—
—
—
—
4 Public (Other than parties
to Agreement, Acquirer
& PAC)
a. FI(s)/ SFI(s)
Nil
Nil
—
—
#
#
@
@
b. MFs
3,05,000 2.90
—
—
#
#
@
@
l
SBI MF
2,50,000 2.38
—
—
#
#
@
@
l
Others
55,000 0.52
—
—
#
#
@
@
c. Banks
20,787 0.198
—
—
#
#
@
@
l
UTI Bank
20,687 0.197
—
—
#
#
@
@
l
Others
100 0.001
—
—
#
#
@
@
d. FII (s)
Nil
Nil
—
—
#
#
@
@
e. Private Corporate
Bodies
28,74,356 27.37
—
—
#
#
@
@
l
Reliance Capital Ltd.
5,11,400 4.87
—
—
#
#
@
@
l
Vidyut Investments Ltd. 5,00,000 4.76
—
—
#
#
@
@
l
Others
18,62,956 17.74
—
—
#
#
@
@
f. Others
44,97,749 42.84
—
—
#
#
@
@
Total
76,97,892 73.31
—
—
#
#
@
@
Grand Total ((1)+ (2)+(3)+(4))1,05,00,000 100.00
22,50,000 21.42 25,05,760 23.86 1,05,00,000 100.00
# Acquisition of Equity Shares through Open Offer will depend on the response from the shareholders to the
Open Offer
@
Shareholding will depend on the response and acceptance in the open Offer
12
Note: The Board of Directors of PTL in its meeting held on February 28, 2002 had resolved to issue and allot
20,00,000 equity shares of PTL to PEPL by way of a preferential allotment, at a price of Rs. 142.20 per equity share
of PTL which has been approved by the shareholders at the Extraordinary General Meeting held on March 27,
2002. The impact of this is not reflected in the above table as allotment has not yet been made.
5.10
The total number of equity shareholders in PTL, in the public category as on March 20, 2002 was 6594.
6.
RATIONALE FOR THE ACQUISITION AND OFFER
6.1
The Offer to the shareholders of PTL, as explained in paragraph 2.1 above, is made pursuant to regulations 10 and
12 of the Regulations on account of substantial acquisition of Equity Shares and change in control of PEPL and
consequently PTL as a result of the Agreement and the MOU referred to in paragraph 2.1.2 and 2.1.1 above.
6.2
The acquisition of PTL by ZEE will provide the following synergies:
l
An opportunity for ZEE to consolidate its position among the South Indian regional audience.
l
Create one of India’s largest pool of 380 animators with the facility for both 2-D and 3-D animation.
l
The music publishing wing of ZEE will have an opportunity to exploit the potential of PTL’s library of films and
also benefit from new productions. This will enable ZEE to build a dominant place in the music business.
l
ZEE’s plans to launch film production would benefit from the existing experienced management of PTL and
their infrastructure.
l
The library of PTL would provide ZEE with a ready made software for broadcasting in its regional language
channels.
6.3
On obtaining control over PEPL and consequently PTL, ZEE plans to explore the possibilities of restructuring and/
or rationalising the assets of PEPL and PTL, which may include, but are not limited to merger, disposing off or
otherwise encumbering any of PEPL’s and PTL’s assets, in the ordinary course of business or otherwise, subject to
applicable laws and regulations. ZEE and PTL shall combine the animation business of ZEE and PTL in to a single
entity and an appropriate structure, valuation and modalities would be worked out in due course.
7.
OFFER PRICE AND FINANCIAL ARRANGEMENTS
7.1
Justification for the Offer Price
7.1.1
The Equity Shares of PTL are listed on BSE and HSE.
7.1.2
The annualized trading turnover of PTL’s Equity Shares during the period September 2001 to February 2002, the six
calendar months prior to March 2002 (the month in which Public Announcement was made) is as follows:
Name of the
Stock Exchange
Total No. of equity shares
traded during the preceding 6
calendar months prior to
the month in which the Public
Announcement was made
Total number of
issued Equity Shares
Annualized trading
turnover (% of total
number of issued
Equity Shares)
BSE
49,145,699
10,500,000
936.1%
HSE
7,367
10,500,000
0.14%
(Source: Official Quotations from BSE and HSE)
The annualized trading turnover of the Equity Shares on the BSE during the six months immediately preceding the
month of the Public Announcement is more than 2% of the listed Equity Shares. Consequently, as per explanation
to regulation 20(3) of the Regulation, the Equity Shares of PTL are not infrequently traded on the BSE, while they are
infrequently traded on the HSE.
13
7.1.3
The weekly high and low of the closing prices of the Equity Shares of PTL, during the 26 weeks period ending
March 15, 2002 (being the last trading day before the date of the Public Announcement), as recorded on the BSE are
given below:
Week No.
Week Ending on
Weekly High
(Rs.)
Weekly Low
(Rs.)
Average
(Rs.)
Weekly
Volume
1.
15-Mar-02
164.00
143.25
153.63
3,233,366
2.
08-Mar-02
167.85
148.75
158.30
4,344,118
3.
01-Mar-02
150.90
138.00
144.45
4,405,252
4.
22-Feb-02
142.60
135.15
138.88
2,801,823
5.
15-Feb-02
134.80
132.25
133.53
2,726,890
6.
08-Feb-02
119.35
115.90
117.63
741,566
7.
01-Feb-02
128.45
117.10
122.78
1,814,745
8.
25-Jan-02
124.80
112.25
118.53
2,990,065
9.
18-Jan-02
108.60
97.70
103.15
945,800
10.
11-Jan-02
113.50
91.25
102.38
1,549,903
11.
04-Jan-02
109.65
96.80
103.23
2,602,673
12.
28-Dec-01
109.80
101.20
105.50
3,654,326
13.
21-Dec-01
134.60
104.85
119.73
3,124,670
14.
14-Dec-01
136.40
116.60
126.50
2,792,798
15.
07-Dec-01
134.65
105.15
119.90
3,273,322
16.
30-Nov-01
109.05
97.40
103.23
1,644,283
17.
23-Nov-01
98.65
97.20
97.93
2,736,667
18.
16-Nov-01
93.90
90.95
92.43
1,418,55
19.
09-Nov-01
90.25
85.15
87.70
1,936,773
20.
02-Nov-01
80.55
77.15
78.85
1,708,805
21.
26-Oct-01
76.00
65.50
70.75
1,006,058
22.
19-Oct-01
63.95
60.10
62.03
780,147
23.
12-Oct-01
65.60
59.65
62.63
761,553
24.
05-Oct-01
65.85
63.60
64.73
820,736
25.
28-Sep-01
59.25
48.60
53.93
960,406
26.
21-Sep-01
57.00
47.95
52.48
948,897
26 Week Average Price of PTL
14
103.64
7.1.4
The Offer price of Rs. 148.50 per fully paid-up Equity Share of PTL is justified in terms of regulation 20(2) of the
Regulations as it is the highest of:
Mode of Allotment/Acquisition of Equity Shares
7.1.5
Price per fully paid-up
Equity Share (Rs.)
a.
Negotiated price under the Agreement and MOU
142.20
b.
Highest price paid by the Acquirer or PAC for any acquisitions, including
by way of allotment in a public or rights issue, if any, during the 26 week
period prior to the date of the Public Announcement.
N.A.#
c.
The price paid by the Acquirer or PAC under the preferential allotment
made to the Acquirer or PAC, at anytime during the twelve month
period upto the date of closing of the Offer.
N.A. @
d.
The average of the weekly high and low of the closing prices of the
Equity Shares of the target as quoted on the Stock Exchanges
where the Equity Shares of PTL are most frequently traded during
the 26 weeks preceding the date of the Public Announcement.
103.64
@
The Board of Directors of PTL in its meeting held on February 28, 2002 had resolved to issue and allot 20,00,000
equity shares of PTL to PEPL by way of a preferential allotment, at a price of Rs. 142.20 per equity share of PTL
which has been approved by the shareholders at the Extraordinary General Meeting held on March 27, 2002.
#
There was no public issue or rights issue of Equity Shares by PTL during the 26 weeks preceding the date of
the Public Announcement
As the annualized trading turnover of Equity Shares of PTL on the HSE is less than 2% of listed Equity Shares, the
Equity Shares of PTL are infrequently traded on the HSE. Hence, the Offer Price has also been determined in terms
of the regulation 20(3) of Regulations after taking into account the following factors:
Mode of Allotment/Acquisition of Equity Shares
Price per fully paid-up
Equity Share (Rs.)
a.
Negotiated price under the Agreement and MOU
142.20
b.
Highest price paid by the Acquirer or PAC for any acquisitions, including
N.A.#
by way of allotment in a public or rights issue, if any, during the 26 week
period prior to the date of the Public Announcement
c.
The price paid by the Acquirer or PAC under the preferential allotment
made to the Acquirer or PAC, at anytime during the twelve month
period upto the date of closing of the Offer
15
N.A.@
d.
Other Parameters
As on
March 31,
2000
(6 Months)
8.10%
6.91
Return on Networth
Earnings per Share (Rs) #
Book Value per Share (Rs)
Price to Earnings Ratio based on
l
Closing price as on March 18, 2002 of
Rs 161.95 per Equity Share
l
Based on the average price (on BSE)
for 26-week period preceding the date
of the Public Announcement
Rs. 103.64 per Equity Share
l
Based on Offer Price of Rs 148.50
per Equity Share
As on
March 31,
2001
(12 Months)
13.60%
10.15
As on
December 31,
2001
(9 Months)
—
15.66
23.43
15.96
10.34
15.00
10.21
6.62
21.49
14.63
9.48
# Annualised
e.
@
The Board of Directors of PTL in its meeting held on February 28, 2002 had resolved to issue and allot
20,00,000 equity shares of PTL to PEPL by way of a preferential allotment, at a price of Rs. 142.20 per equity
share of PTL which has been approved by the shareholders at the Extraordinary General Meeting held on
March 27, 2002.
#
There was no public issue or rights issue of Equity Shares by PTL during the 26 weeks preceding the date
of the Public Announcement
Industry Price to Earnings Ratio (Entertainment and Electronic Media Software): 23.0
Source: Capital Market (www.capitalmarket.com) dated March 17, 2002
7.1.6
PEPL’s equity shareholding in PTL as on date of the Public Announcement was 25,000 equity shares, representing
0.24% of the paid-up equity capital of PTL. ZEE’s equity shareholding in PTL as on the date of the Public Announcement
is nil. Further, neither the Acquirer nor the PAC nor the directors of the Acquirer nor the directors of the PAC have
acquired any Equity Shares of PTL, including through public or rights issue, in last 26 weeks prior to the Public
Announcement. Neither the Acquirer nor the PAC nor the directors of the Acquirer nor the directors of the PAC have
acquired any Equity Shares of PTL under a preferential allotment, in last 12 months prior to the date of this Public
Announcement.
7.1.7
The equity share capital of PTL includes 7,200 partly paid-up (due to calls in arrears) equity shares of Rs. 10 each on
which Rs. 5 is paid-up per equity share. These partly paid-up equity shares are eligible to be tendered in the above
Open Offer. However, the Offer Price on these partly paid-up equity shares will be reduced to the extent of the
amount outstanding (i.e Rs. 50/- per equity share comprising of Rs. 5 per equity share towards share capital and Rs.
45 per equity share towards share premium account) and will therefore be accepted by the Acquirer and the PAC at
a price of Rs. 98.50.
7.1.8
In the opinion of the Manager to the Offer, the Offer Price of Rs. 148.50 per fully paid-up Equity Share and Rs. 98.50
for partly paid-up equity shares of PTL is justified in terms of regulation 20(6) read with regulation 20(2) and 20(3) of
the Regulations.
7.1.9
The Offer Price shall not be less than the highest price paid by the Acquirer or the PAC for any acquisition of Equity
Shares of PTL from the date of the Public Announcement upto 7 working days prior to the date of closing of the
Offer (i.e. upto May 27, 2002).
16
7.2
Financial Arrangement for the Offer
7.2.1
The maximum purchase consideration payable by the Acquirer and PAC in the case of full acceptance of the Offer
(i.e. 2498560 Equity Shares of Rs. 10 each fully paid-up at the rate of Rs. 148.50 per fully paid-up Equity Share and
7200 Equity Shares of Rs. 5 paid-up per equity share at the rate of Rs. 98.50 per partly paid-up Equity Share) would
be Rs. 371,745,360 (Rupees: Thirty Seven Crore Seventeen Lacs and Fifty Five Thousand Three Hundred Sixty
only). This purchase consideration will be sourced by the Acquirer through a loan from the PAC which is being
funded through internal accruals and/or external borrowings.
7.2.2
The Acquirer and PAC have made a deposit of Rs 3,717,454 (being 1% of the purchase consideration payable under
this Offer) in the Escrow Account with the Escrow Bank, with a lien marked in favour of Enam.
7.2.3
Standard Chartered Bank Ltd., Fort Branch, Mumbai, has issued a bank guarantees dated March 14, 2002 for Rs.
58,000,000 and dated April 29, 2002 for Rs. 14,973,840 and ICICI Bank Ltd. Nariman Point Branch, Mumbai, has
issued a bank guarantee dated March 14, 2002 for Rs. 19,962,500 (jointly being 25% of the purchase consideration
payable under this Offer) in favour of Enam, on behalf of the Acquirer and the PAC to be enforced in the event of the
Acquirer/PAC failing to meet their obligations under this Offer. These Bank guarantees are valid upto July 20, 2002
7.2.4
Vishnu Saraf & Associates, Chartered Accountants (Membership no. 47755), 006 Leena Apartment, 60, Feet Road,
Bhayandar (West) 401 101, Tel. No. +91 22 814 4804) has certified vide its letter dated April 29, 2002, that on the
basis of the information and explanation given by the Acquirer and the PAC and on verification of assets, liabilities,
requirement of funds, availability of internal accruals, loan agreement between the Acquirer and the PAC and
availability of funds in the escrow arrangement with Standard Chartered Bank Ltd and ICICI Bank Ltd for the payment
to the shareholders tendering in the Open Offer, the Acquirer and the PAC have adequate resources to meet the
financial requirements of the Open Offer.
7.2.5
The Managers confirm that the firm arrangements for funds and money for payment through verifiable means are
in place to fulfil the Offer obligations. The Manager to the Offer on the basis of the above has satisfied itself that the
Acquirer and the PAC has the ability to implement the Offer in accordance with Regulations.
8.
DELISTING OPTION
8.1
As this Offer will not result in the public shareholding falling to 10% or less, the de-listing option shall not apply.
9.
TERMS AND CONDITIONS
9.1
The Acquirer and the PAC had made a Public Announcement on March 18, 2002 for the Offer. This Offer is being
made to all the remaining equity shareholders of PTL other than the Acquirer, the PAC and the parties to the
Agreement and MOU whose names appears on the Register of Members of PTL or on the beneficial record of the
respective depositories, at the close of business on March 20, 2002 (the “Specified Date”) and to also those
persons except the Acquirer, the PAC and the parties to the Agreement and MOU who own the equity shares at
any time prior to the closure of the Offer, but are not registered shareholders. The Letter of Offer together with
Form of Acceptance cum Acknowledgement (“Form of Acceptance”) and transfer deed is being mailed to those
shareholders whose names appear on the Register of Members of PTL and to the Beneficial Owners of Equity
Shares of PTL whose names appear on the beneficial record of the respective depositories, at the close of business
on March 20, 2002 (the “Specified Date”). Owners of Equity Shares at any time prior to the closure of the Offer but
not registered as shareholder(s) are also eligible to participate in the Offer.
9.2
The Offer is not subject to any minimum level of acceptance.
9.3
The Offer will open on May 7, 2002 and close on June 5, 2001.
9.4
The acceptance of the Offer is entirely at the discretion of the equity shareholders of PTL. Each shareholder of PTL
to whom this Offer is being made, is free to offer his shareholding in PTL, in whole or in part while accepting the
Offer.
9.5
The acceptance of the Offer must be unconditional and should be on the enclosed Form of Acceptance and sent
alongwith the other documents duly filled in and signed by the applicant shareholder(s).
17
9.6
Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public
Announcement/ Letter of Offer, cannot withdraw the same.
9.7
The instructions, authorisations and provisions contained in the Form of Acceptance constitute an integral part of
the terms of this Offer.
9.8
Accidental omission to dispatch this Letter of Offer or any further communication, to any person to whom this Offer
is made or the non-receipt of this Letter of Offer by any such person shall not invalidate the Offer in any way.
9.9
Equity Shares tendered under this Offer should be free from any charge, lien or encumbrance.
9.10
If there is any upward revision in the Offer Price before the last date of revision (i.e. May 27, 2002, Monday) or in the
case of withdrawal of the Offer, the same would be informed by way of Public Announcement in the same newspapers
where the original Public Announcement appeared. Such revised Offer Price would be payable to all shareholders
who tendered their Equity Shares at any time during the Offer and which were accepted by the Acquirer under the
Offer.
9.11
If there is a competitive offer/ bid:
l
The public offers under all the subsisting bids shall close on the same day;
l
As the Offer Price cannot be revised during 7 working days prior to the date of closing of the Offer/bid, it
would therefore, be in the interest of the shareholders to wait till the commencement of that period to know
the final Offer Price of each offer/ bid and tender their acceptance accordingly.
9.12
The Acquirer and the PAC will not be responsible in any manner for any loss of Equity Share Certificate(s) and other
documents during transit. The Equity Shareholders of PTL are therefore advised to adequately safeguard their
interest in this regard.
9.13
Statutory Approvals: The Offer is subject to receipt of the permission from RBI under FEMA to acquire Equity
Shares tendered by Non-resident Indian (“NRI”), Overseas Corporate Bodies (“OCB”) and Foreign Institutional
Investors registered with SEBI (“FII”) shareholders (jointly referred to as “Non-resident Shareholders”) in this Offer.
The Acquirer and/ or the PAC will make the necessary application to RBI on behalf of Non-resident shareholders.
9.14
As of the date of this Letter of Offer, to the best knowledge of the Acquirer and the PAC there are no other statutory
approvals required to implement the Offer other than those indicated in this Letter of Offer. If any other statutory
approvals become applicable prior to the completion of the Offer, the Offer would be subject to such statutory
approvals. The Acquirer and the PAC will not proceed with the Offer in the event that such statutory approvals are
not obtained.
9.15
In case of delay in receipt of any statutory approvals SEBI may, if satisfied that non-receipt of requisite statutory
approvals was not due to any willful default or neglect of the Acquirer or the PAC or failure of the Acquirer or the
PAC to diligently pursue the applications for such approvals, grant extension of time for the purpose, subject to the
Acquirer and the PAC agreeing to pay interest to the shareholders for delay beyond 30 days, as may be specified by
SEBI from time to time, in accordance with regulation 22(12) of the Regulations.
Where the Acquirer and the PAC fail to obtain the requisite statutory approvals in time on account of willful default
or neglect or inaction or non-action on his part, the amount lying in the escrow account shall be liable to be
forfeited and dealt in the manner provided in regulation 28(12)(e) of the Regulations, apart from the Acquirer and
the PAC being liable for penalty as provided in the Regulations.
9.16
In case, RBI’s approval for acquisition of Equity Shares from non-resident shareholders is unduly delayed, the
Acquirer and the PAC reserve the right to proceed with the payment to the resident shareholders whose Equity
Shares have been accepted by the Acquirer and the PAC in terms of this Offer, pending payment to the Nonresident shareholders subject to total consideration payable to the non-resident shareholders being deposited in
the escrow/ special account with a lien marked in favour of the Manager to the Offer.
9.17
The Offer is subject to the approvals from Banks who have provided loans or financial assistance, as applicable.
18
10.
PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
10.1
Shareholders of PTL, who wish to avail this Offer should forward the under mentioned documents, by hand delivery
on days and during the business hours mentioned below, at any of the collection centres listed below, or by
registered post to the Registrars to the Offer, Karvy Consultants Ltd., at their office at “Karvy House” 46, Avenue 4,
Street No:1, Banjara Hills, Hyderabad 500 034 (Tel No: +91 40 331 2454/ 332 0751/ 332 0753; Fax No: +91 40 331
1968; Email: murali@karvy.com; Contact Person: Mr. Murali Krishna C.), so as to reach the Registrars on or before
June 5, 2002. (i.e. the date of closing of the Offer).
Collection
Centres
Address
Mode/
Time of Delivery
Phone & Fax Nos.
Contact Person
Ahmedabad
201-203 “Shail”,
Opp. Madhusudhan House,
Near Navrangpura
Telephone Exchange,
Off. C G Road,
Ahemdabad 380 006
Hand Delivery
(079) 642 0422
(079) 640 0527
(079) 640 0528
Mr. G. Srinivas
Chennai
G1 Swathy Court
22 Vijaya Raghava Road
T.Nagar
Chennai - 600 017
Hand Delivery
(044) 825 3445
(044) 825 8034
(044) 827 3181(F)
Mr.Alex Cherian
Hyderabad
Karvy House, 46 Avenue 4,
Street 1 Registered Post
Hyderabad – 500 034
Hand Delivery/
(040) 331 2454
(040) 332 0753
(040) 331 1968 (F)
Ms. A. Anita
Mumbai
Jeroo Building, 1st Floor
137 Mahatma Gandhi Road,
Fort, Mumbai – 400 023
Hand Delivery
(022) 267 7307
(022) 267 5829
(022) 267 1237(F)
Mr.Varija Kotian
Rajkot
215- 216 Jai Khodyar
Commercial Centre,
Rajputpara, Main Road,
Rajkot 360 001
Hand Delivery
(0281) 239337/ 38
Mr. U. Jadeja
The Equity Shares can be tendered at the above centres between Monday to Friday from 10.00 am 3.00 pm and on
Saturdays from 10.00 am to 1.00 pm. The centres will be closed on Sundays and any other Public Holidays.
In case of dematerialised Equity Shares, the shareholders should ensure that the credit to the Special Depository
Account mentioned below should be received on or before June 5, 2002. In order to ensure this, Beneficial
Owners should tender the Delivery Instructions at least two working days prior to June 5, 2002 (i.e. the date of
closing of the Offer). Form of Acceptance of such dematerialised Equity Shares not credited to the Special
Depository Account before the date of closing of this Offer is liable to be rejected.
No document should be sent to the Acquirer or the PAC or to the Manager to the Offer or PTL.
10.2
Procedure for Equity Shares held in Physical Form
l
Registered shareholders of PTL should enclose:
ã
Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by
sole/joint shareholders whose name(s) appears on the equity share certificate(s) and in the same order in
which their name(s) appear in the Register of Members and as per the specimen signature lodged with
PTL;
ã
Original Equity Share Certificate(s);
ã
Valid Share Transfer Deed(s) duly signed as transferor(s) by the sole/joint shareholder(s) in the same order
and as per specimen signatures lodged with PTL and duly witnessed at the appropriate place. The Transfer
19
Deed should be left blank, except for the signatures as mentioned above. Attestation, where required
(thumb impressions, signature difference, etc.) should be done by a Magistrate, Notary Public or Special
Executive Magistrate or a similar authority holding a public office and authorized to use the seal of his
office or a member of a recognized stock exchange under their seal of office and membership number or
manager of the transferor’s bank. A blank share transfer form is enclosed along with this Letter of Offer.
Notwithstanding that the signature(s) of the transferor(s) has/have been attested as aforesaid, if the signature(s)
of the transferor(s) differs from the specimen signature(s) recorded with PTL or are not in the same order, such
Equity Shares are liable to be rejected under this Offer even if the Offer has been accepted by a bona fide owner
of such Equity Shares.
l
Unregistered owners of Equity Shares of PTL should enclose:
ã
Form of Acceptance duly completed and signed in accordance with the instructions contained therein;
ã
Original Equity Share Certificate(s);
ã
Original Broker Contract Note;
ã
Valid Share Transfer Deed(s) as received from the market. The details of buyer should be left blank failing
which the same will be considered invalid under the Offer. All other requirements for valid transfer (including
matching of signatures) will be preconditions for acceptance.
ã
The acknowledgement received, if any, from PTL in case the Equity Shares have been lodged with PTL
Unregistered owners can send their acceptance of the Offer in writing to the Registrars to the Offer, Karvy
Consultants Ltd., at the collection centers as mentioned in paragraph 10.1 above, on plain paper stating
their Name, Address, No. of Equity Shares held, No. of Equity Shares offered, Distinctive Nos., Folio No.,
together with the original Equity Share Certificate(s), valid transfer deed(s) and original contract note
issued by the broker through whom they acquired these Equity Shares. No indemnity is required from the
unregistered owners.
Unregistered owners if they so desire may also apply on the Form of Acceptance downloaded from the
SEBI’s website (www.sebi.gov.in or www.sebi.com).
10.3
Procedure for Equity Shares held in Demat Form
l
Beneficial Owners should enclose:
ã
Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by
sole/joint shareholders whose names appear in the beneficiary account and in the same order therein. The
Form of Acceptance has to be tendered by the beneficial holder of Equity Shares only.
ã
A photocopy or counterfoil of the Delivery Instructions in “off market” mode, duly acknowledged by the
beneficial owners depository participant and filled as per the details of the Special Depository Account
given below.
ã
Registrars to the Offer has for the purpose of this Open Offer, opened a Special Depository Account with
National Securities Depository Ltd. (“NSDL”) named “KCL - Escrow A/c – PTL Open Offer” with Karvy
Consultants Ltd., the details of which are given below:
DP ID Number
:
IN300394
DP Name
:
Karvy Consultants Ltd.
Client ID Number
:
11728734
Shareholders, having their beneficiary account with Central Depository Services Ltd, have to use interdepository delivery instruction slip for the purpose of crediting their Equity Shares in favour of the Special
Depository Account with NSDL. Since the Equity Shares of PTL are in compulsory demat mode, the minimum
marketable lot for such shares will be one.
20
The Beneficial Owners who hold Equity Shares in dematerialised form are required to execute a trade by
tendering the Delivery Instructions for debiting their Beneficial Account with beneficial owners depository
participant and crediting the above mentioned Special Depository Account. The credit in the Special
Depository Account should be received on or before June 5, 2002. In order to ensure this, Beneficial
Owners should tender the Delivery Instructions at least two working days prior to date of closing of the
Offer.
The Delivery Instructions to be given to the depository participant should be in “For Off Market Trade”
mode only. For each Delivery Instruction the Beneficial Owner should submit separate Form of Acceptance.
l
Shareholders who have sent their Equity Share Certificates for dematerialisation should enclose:
ã
Form of Acceptance duly completed and signed in accordance with the instructions contained therein by
the sole/ joint Equity Shareholders whose name appears on the Equity Share Certificate and in the same
order in which their name(s) appears in the Register of Members and as per the specimen signature
lodged with PTL.
ã
A copy of the dematerialisation request form duly acknowledged by the Equity Shareholders depository
participant.
Such Equity Shareholders should ensure that the credit of their Equity Shares tendered under Offer to the
Special Depository Account is made on or before the date of closing of the Offer, otherwise the same are
liable to be rejected. Alternatively, if the Equity Shares sent for dematerilisation are yet to be processed by
the Equity Shareholders depository participants, the Equity Shareholders can withdraw their
dematerialisation request and tender the Equity Share Certificates in the Offer.
10.4
Procedure to be adopted in case of non-receipt of the Letter of Offer
l
By Equity Shareholders holding Equity Shares in physical form
In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance of the Offer in writing
to the Registrar to the Offer, Karvy Consultants Ltd., at the collection centers as mentioned in paragraph 10.1
above, on plain paper stating their Name, Address, No. of Equity Shares held, No. of Equity Shares offered,
Distinctive Nos., Folio No., along with documents mentioned above, as applicable.
Shareholders who have lodged their Equity Shares for transfer with PTL must also send the acknowledgement
received, if any, from PTL towards such lodging of Equity Shares.
Shareholders who have sent their equity share certificates for dematerialisation should send a copy of the
dematerialised request form duly acknowledged by their depository participant.
l
By Equity Shareholders holding Equity Shares in dematerialised form
Beneficial Owners may send the acceptance of the Offer in writing to the Registrar to the Offer, Karvy Consultants
Ltd. at the collection centers as mentioned in paragraph 10.1 above, on plain paper, stating Name, Address,
Number of Equity Shares held, Number of Equity Shares offered, DP name, DP ID, beneficiary account number
and a photocopy or counterfoil of the delivery instructions in “Off market” mode, duly acknowledged by the
beneficial owners depository participant, in favour of the Special Depository Account, the details of which are
mentioned in paragraph 10.3 above.
Shareholders, having their beneficial account with Central Securities Depository Limited, have to use interdepository delivery instruction slip for the purpose of crediting their Equity Shares in favour of the Special
Depository Account with NSDL.
No indemnity is required while sending the acceptance of the Offer on plain paper.
Shareholders not receiving the Letter of Offer, if they so desire, may also apply on the Form of Acceptance
downloaded from SEBI web site (www.sebi.gov.in or www.sebi.com).
21
10.5
Non-resident shareholder should also enclose a copy of the permission received from RBI for acquiring the
Equity Shares held by them in PTL and the No Objection Certificate/Tax Clearance Certificate from the Incometax Authorities under Income-tax Act, 1961, indicating the amount of tax to be deducted by the Acquirer/ PAC
before remitting the consideration. In case the aforesaid No Objection Certificate/Tax Clearance Certificate is
not submitted, the Acquirer/ PAC will arrange to deduct tax at the maximum marginal rate as may be applicable
to the category of the shareholder, on the entire consideration amount payable to such shareholder(s).
10.6
The shareholders should also provide all relevant documents, which are necessary to ensure transferability of the
Equity Shares in respect of which the acceptance is being sent. Such documents may include, but are not limited
to:
i)
duly attested death certificate and succession certificate in case of single shareholder;
ii)
duly attested Power of Attorney if any person apart from the shareholder has signed the Form of Acceptance
and/or transfer deed(s);
iii) in case of companies, the necessary corporate authorization (including Board Resolutions);
iv) any other relevant documentation.
10.7
The Registrar to the Offer will hold in trust the Equity Shares and Equity Share certificates, Form of Acceptance,
the transfer form(s) and other documents on behalf of the shareholders of PTL who have tendered in the Offer, until
the cheques/drafts for the consideration and/or the unaccepted Equity Shares/ Equity Share certificates are
dispatched/returned. The Acquirer and the PAC would not have access to these Equity Shares till such time.
10.8
Where the number of Equity Shares offered for sale by the shareholders are more than the Equity Shares agreed to
be acquired by the Acquirer and the PAC under this Offer, they shall, accept the offers received from the shareholders
on a proportional basis, in consultation with the Manager, taking care to ensure that the basis of acceptance is
decided in a fair and equitable manner and does not result in non-marketable lots. Provided that acquisition of
Equity Shares from a shareholder shall not be less than the minimum marketable lot or the entire holding, if it is
under the marketable lot.
10.9
The consideration for the Equity Shares accepted by the Acquirer and the PAC will be paid by crossed account
payee cheques/demand drafts. Such cheques/demand drafts exceeding Rs. 1,500/- or unaccepted Equity Share
certificates, transfer forms and other documents, if any, will be returned by Registered Post/Speed Post at the
shareholders’/unregistered owners’ sole risk, to the sole/first shareholder/unregistered owner. Cheques/demand
drafts for Rs. 1,500/- or less will be sent under certificate of posting. All cheques/demand drafts will be drawn in the
name of the first holder, in case of joint registered holders.
In case of dematerialised Equity Shares, the Equity Shares would reside in the Special Depository Account as
mentioned above. The Registrar to the Offer will debit the Special Depository Account to the extent of payment of
consideration made by the Acquirer/ PAC and give instructions for the credit to the beneficial account of the Acquirer/
PAC. The Equity Shares held in dematerialised form to the extent not accepted as a result of non-payment/ part
payment of consideration by the Acquirer/PAC under the Offer will be released to the Beneficial Owner’s Depository
Account with the respective beneficial owners depository participant as per details furnished by the Beneficial
Owner in the Form of Acceptance, at the sole risk of the Beneficial Owners.
10.10
Barring unforeseen circumstances and factors beyond their control, the Acquirer and the PAC intend to complete
all procedures relating to the Offer, including payment of consideration to the shareholders who have accepted the
Offer, within 30 days from the date of closing of this Offer and for the purpose open a special account as provided
under regulation 29 of the Regulations.
Provided that where the Acquirer/ PAC is unable to make the payment to the shareholders who have accepted the
Offer before the said period of 30 days due to non-receipt of requisite statutory approvals, SEBI may, if satisfied that
non-receipt of requisite statutory approvals was not due to any willful default or neglect of the Acquirer/ PAC or
failure of the Acquirer/ PAC to diligently pursue the applications for such approvals, grant extension of time for the
purpose, subject to the Acquirer /PAC agreeing to pay interest to the shareholders for delay beyond 30 days, as
may be specified by SEBI from time to time, in accordance with regulation 22(12) of the Regulations.
22
11.
DOCUMENTS FOR INSPECTION
The following documents will be available for inspection to the shareholders of PTL at the registered office of PEPL
at D.No. 8-2-293/82/JIII/P, Road No 78, Jubilee Hills, Hyderabad 500 033 on all working days, from the date of
opening of the Offer till the closing of the Offer, between 10.00 a.m. and 1.00 p.m., except Saturdays, Sundays and
Public Holidays:
1.
Certificate of Incorporation, Memorandum and Articles of Association of PEPL, ZEE and PTL.
2.
Certificate from Dendukuri Associates & Co, Chartered Accountants, (Membership no. 201152), dated March
20, 2002 certifying the financial data of PEPL for the accounting years ended March 31, 1999, 2000 and 2001
and for the period ended December 31, 2001.
3.
Certificate from MGB & Co., Chartered Accountants, (Membership no. 107832), dated April 1, 2002 certifying
the financial data of ZEE for the accounting years ended March 31, 1999, 2000 and 2001 and for the period
ended September 30, 2001.
4.
Certificate from N. G. Rao & Associates & Co, Chartered Accountants, (Membership no. Membership no. 207300),
dated March 20, 2002 certifying the financial data of PTL for the accounting years ended March 31, 1999, 2000
and 2001 and for the period ended December 31, 2001.
5.
Annual Reports of PEPL for the accounting years ended March 31, 1999, 2000 and 2001
6.
Annual Reports of ZEE for the accounting years ended March 31, 1999, 2000 and 2001
7.
Annual Reports of PTL for the accounting years ended March 31, 1999, 2000 and 2001.
8.
Published unaudited accounts of ZEE for the period ended December 31, 2001
9.
Copy of the Share Purchase Agreement, dated March 12, 2002 and the MOU, dated March 12, 2002 entered
into by the Acquirer, the PAC, the promoter shareholders of PTL and the Target. Loan Agreement dated March
12, 2002, between PEPL, ZEE and Promoter shareholders of PTL.
10. Copy of the Board Resolution of the Acquirer authorizing Mr. G. Vara Prasad, severally to be the authorized
signatories to the Letter of Offer.
11. Copy of the Board Resolution of the PAC authorizing Mr. Sandeep Goyal, Mr. D.P.Naganand, Mr. Hitesh Vakil
and Mr. Vikas Gupta, severally to be the authorized signatories to the Letter of Offer
12. Certificate from Vishnu Saraf & Associates, Chartered Accountants, (Membership no. 47755), dated April 29,
2002 regarding the adequacy of financial resources with the Acquirer and the PAC for the Open Offer.
13. Escrow Agreement entered between the Acquirer, the PAC, the Escrow Bank and Enam pertaining to the 1%
cash deposit of Rs. 3,717,454 maintained in the Escrow Account as and by way of security for performance of
the Acquirer and the PAC under the Regulations.
14. Letter from the Escrow Bank confirming the amount kept in the Escrow Account.
15. Bank Guarantees dated March 14, 2002, of Rs. 58,000,000 and Rs. 19,962,500 and dated April 29, 2002 of Rs.
14,973,840 issued by Standard Chartered Bank Ltd., Fort Branch, Mumbai and ICICI Bank Ltd., Nariman Point
Branch, Mumbai respectively.
16. Client Master List from Karvy Cconsultants Ltd., the DP, confirming the opening of the Special Depository
Account.
17. Copy of the letter from SEBI No. TO/AS/6500/02, dated April 18, 2002 in terms of proviso to regulation 18(2) of
the Regulations.
18. A published copy of Public Announcement issued on March 18, 2002.
19. Letters from the Stock Exchanges containing the share price and volume data.
23
12.
DECLARATION BY THE ACQUIRER AND THE PAC
The Acquirer and the PAC severally and jointly accept full responsibility for the information contained in this Letter
of Offer and Form of Acceptance and also for ensuring compliance with the Regulations. All information contained
in this document is as on the date of the Public Announcement, unless stated otherwise. Mr. G. Vara Prasad has
been severally authorised by the Board of Directors of PEPL and Mr. Sandeep Goyal, Mr. D. P. Naganand, Mr. Hitesh
Vakil and Mr. Vikas Gupta have been severally authorised by the Board of Directors of ZEE to be the authorised
signatory to the Letter of Offer.
By Order of the Board,
For, Padmalaya Enterprises Pvt. Ltd.
For, Zee Telefilms Ltd.
sd/-
sd/-
G. Vara Prasad
Director
Vikas Gupta
Company Secretary and Vice -President Finance
Place : Mumbai
Date : April 29, 2002
Enclosed :
a)
Form of Acceptance-cum-Acknowledgement
b)
Transfer Deed, if applicable
24
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please send this Form with enclosures to the Registrars to the Offer at their Collection Centers as mentioned herein)
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)
OFFER
Opens On
: May 7, 2002
Closes On
: June 5,2002
From:
Tel No. :
Fax No.:
To,
Padmalaya Enterprises Pvt. Ltd.
C/o Karvy Consultants Ltd.,
“Karvy House” 46, Avenue 4, Street No:1,
Banjara Hills, Hyderabad 500 034
E-mail :
Dear Sirs,
Sub. :
Open Offer for purchase of 25,05,760 fully paid-up Equity Shares, representing 23.86% of the outstanding Equity Share
Capital of Padmalaya Telefilms Limited (“PTL”) by Padmalaya Enterprises Pvt. Ltd. (“Acquirer”) and Zee Telefilms Ltd. (“PAC”)
I/We refer to the Letter of Offer dated April 29, 2002 for acquiring the Equity Shares held by me/us in PTL.
I/We, the undersigned, have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.
SHARES IN PHYSICAL FORM
I/We, accept the Offer and enclose the original Equity Share Certificate(s) and duly signed transfer deed(s) in respect of my/our Equity Shares as detailed below:
Sr. No.
Ledger Folio No.
To
From
Total No. of Certificates
No. of Equity Share
Distinctive Nos.
Certificate No.
Fully paid-up Partly paid-up
Total No. of Equity Shares
Please attach an additional sheet of paper if the above space is insufficient.
SHARES IN DEMAT FORM
I/We accept the Offer and enclose photocopy/counterfoil of the Delivery Instructions duly acknowledged by my/our depository participant in respect of my/our
Equity Shares as detailed below:
DP Name
DP ID
Client ID
No. of Equity Shares
ISIN
I/We have done an off market transaction for crediting the Equity Shares to the Special Depository Account with NSDL named as “KCL- Escrow A/c- PTL Open
Offer ”, whose particulars are:
DP Name: Karvy Consultants Ltd.
DP ID Number: IN300394
Client ID Number: 11728734
Enclosures (Please tick as appropriate) (Refer paragraph 10.1 of the Letter of Offer):
Power of Attorney
No Objection Certificate/Tax Clearance Certificate under
Income-tax Act, 1961, for Non-resident Shareholders as applicable.
Death Certificate/ Succession Certificate
RBI permission obtained by Non-resident Shareholder
Corporate authorization in case of Companies
Others (please specify): ___________
I/We confirm that the Equity Shares of PTL which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any
kind whatsoever.
I/We note and understand that the Equity Share Certificate(s) and valid share transfer deed(s) will be held in trust for me/us by the Registrars to the Offer until the
time the Acquirer/ PAC pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer/ PAC will pay the
purchase consideration only after verification of the documents and signatures.
I/We authorise the Acquirer/ PAC to accept the Equity Shares so offered which it may decide to accept in consultation with the Manager to the Offer and in terms
of the Letter of Offer and I/we further authorise the Acquirer/ PAC to return to me/us, Equity Share certificate(s) in respect of which the Offer is not found valid/
not accepted, specifying the reasons thereof.
I/We authorise the Acquirer/ PAC to accept the Equity Shares so offered or such lesser number of Equity Shares that they may decide to accept in terms of the Letter
of Offer and I/we further authorise the Acquirer / PAC to split/consolidate the Equity Share Certificates comprising the Equity Shares that are not acquired to be
returned to me/us and for the aforesaid purpose the Acquirer/ PAC are hereby authorised to do all such things and execute such documents as may be found
necessary and expedient for the purpose.
I/We authorise the Acquirer/ PAC to send by registered post/speed post/UCP the draft/cheque, in settlement of the amount to the sole/first holder at the address
mentioned above.
Yours faithfully,
Signed and Delivered :
Full Name(s) of the Shareholder(s)
Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Note: In case of joint holdings, all holders must sign. A corporation must affix its rubber stamp.
Place :
Date :
In order to avoid fraudulent encashment in transit, the shareholder(s) may provide details of bank account of the first/sole shareholder and the consideration cheque
or demand draft will be drawn accordingly.
Name of the Bank
Branch
City
Account Number
Savings/Current/(Others: please specify)
................................................................................................. Tear along this line ...........................................................................................
Acknowledgement Slip
Received from Mr/Ms. _________________________________________________________________________________ Folio No. ______________________
Address ____________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
Number of certificates enclosed _____________________________ Total number of Equity Shares enclosed ________________________________________
Signature of Official
Date of Receipt
INSTRUCTIONS
1.
2.
3.
3.
4.
5.
6.
7.
8.
9.
10
Please read the enclosed Letter of Offer carefully before filling this Form of Acceptance.
The acceptance of the Offer made by the Acquirer and the PAC is entirely at the discretion of the Equity Shareholders of PTL.
Each equity shareholder of PTL to whom this Offer is being made, is free to offer his equity shareholding in PTL in whole or in
part while accepting the Offer.
Where the number of Equity Shares offered for sale by the shareholders are more than the Equity Shares agreed to be acquired
by the Acquirer and the PAC under this Offer, they shall, accept the offers received from the shareholders on a proportional
basis, in consultation with the Manager, taking care to ensure that the basis of acceptance is decided in a fair and equitable
manner and does not result in non-marketable lots. Provided that acquisition of Equity Shares from a shareholder shall not be
less than the minimum marketable lot or the entire holding, if it is under the marketable lot.
In case of joint holdings, all the holders whose names appears on the Equity Share Certificate or in the beneficiary account must
sign this Form of Acceptance in the same order in which these names appears on the register of members/ beneficial account
and as per the specimen signature(s) lodged with PTL or the beneficial owner’s depository participant.
In case of physical Equity Shares, the enclosed transfer deed should be duly signed as transferors by all shareholders in the
same order and as per specimen signatures lodged with PTL and should be duly witnessed at the appropriate place. The
Transfer Deed should be left blank, excepting the signatures as mentioned above. Attestation, where required (thumb impressions,
signature difference, etc.) should be done by a Magistrate, Notary Public or Special Executive Magistrate or a similar Authority
holding a Public Office and authorised to use the seal of his office or a member of a recognized stock exchange under their seal
of office and membership number or manager of the transferor’s bank. PLEASE DO NOT FILL UP ANY DETAILS ON THE
TRANSFER FORM. Relevant Equity Share Certificates must be annexed.
The Registrars to the Offer, Karvy Consultants Ltd., has opened a Special Depository Account with NSDL. Beneficial owners and
shareholders holding Equity Shares of PTL in the dematerialised form, will be required to send their Form of Acceptance, along
with a photocopy or counterfoil of the delivery instructions in “Off-market” mode, duly acknowledged by the beneficary owners
depository participant, in favour of “KCL - Escrow A/c – PTL Open Offer” and filled in with the details given below:
DP Name:Karvy Consultants Ltd.
Client ID Number:11728734
DP ID Number: IN300394
Shareholders having their beneficiary account in Central Depository Services Ltd have to use inter-depository delivery instruction
slip for the purpose of crediting their Equity Shares in favour of the special depository account with NSDL.
The shareholders of PTL who have sent their equity shares certificates for dematerialisation should submit their form of
acceptance and other documents, as applicable, along with a copy of the dematerialisation request form duly acknowledged by
their DP.
In case of bodies corporate, proper corporate authorization should be enclosed.
Persons who own Equity Shares (as on the Specified Date or otherwise) but are not the registered holders of such Equity Shares
and who desire to accept the Offer, will have to communicate their acceptance in writing to the Registrars to the Offer together
with the original contract note issued by the broker, the Equity Share Certificate(s) and valid transfer deed(s) and other relevant
documents. In case, the Equity Share Certificate(s) and transfer deed(s) are lodged with PTL for transfer, then the acceptance
shall be accompanied by the acknowledgement of lodgment or receipt by PTL.
Non-resident shareholder should also enclose a copy of the permission received from RBI for the Equity Shares held by them
in PTL and the No Objection Certificate/Tax Clearance Certificate from the Income-tax Authorities under Income-tax Act, 1961,
indicating the amount of tax to be deducted by the Acquirer/PAC before remitting the consideration. In case the aforesaid No
Objection Certificate/Tax Clearance Certificate is not submitted, the Acquirer/ PAC will arrange to deduct tax at the maximum
marginal rate as may be applicable to the category of the shareholder, on the entire consideration amount payable to such
shareholder(s).
Shareholders of PTL, who wish to avail this Offer should forward the relevant documents, on the days and during the business
hours indicated below to the Registrars to the Offer, Karvy Consultants Ltd., at their collection centres mentioned below, so as
to reach the Registrars on or before June 5, 2002 (Date of Closing of the Offer).
Collection Centres
Address
Mode/Time of Delivery
Phone & Fax Nos.
Contact Person
Ahmedabad
201-203 “Shail”,
Opp. Madhusudhan House,
Near Navrangpura
Telephone Exchange,
Off. C G Road,
Ahemdabad 380 006
Hand Delivery
(079) 642 0422
(079) 640 0527
(079) 640 0528
Mr. G. Srinivas
Chennai
G1 Swathy Court
22 Vijaya Raghava Road
T.Nagar
Chennai - 600 017
Hand Delivery
(044) 825 3445
(044) 825 8034
(044) 827 3181(F)
Mr.Alex Cherian
Hyderabad
Karvy House, 46 Avenue 4,
Street 1
Hyderabad – 500 034
Hand Delivery/
Registered Post
(040) 331 2454
(040) 332 0753
(040) 331 1968 (F)
Ms. A. Anita
Mumbai
Jeroo Building, 1st Floor
137 Mahatma Gandhi Road,
Fort, Mumbai – 400 023
Hand Delivery
(022) 267 7307
(022) 267 5829
(022) 267 1237(F)
Mr.Varija Kotian
Rajkot
215- 216 Jai Khodyar
Commercial Centre,
Rajputpara, Main Road,
Rajkot 360 001
Hand Delivery
(0281) 239337/ 38
Mr. U. Jadeja
The Equity Shares can be tendered at the above centres between Monday to Friday from 10.00 am 3.00 pm and on Saturdays
from 10.00 am to 1.00 pm. The centres will be closed on Sundays and any other Public Holidays.
In case of dematerialised Equity Shares, the shareholders should ensure that the credit to the special depository account
mentioned below should be received on or before June 5, 2002. In order to ensure this, Beneficial Owners should tender the
Delivery Instructions at least two working days prior to June 5, 2002 (i.e. the date of closing of the Offer). Form of Acceptance
of such dematerialised Equity Shares not credited to the special depository account before the date of closing of this Offer is
liable to be rejected.
No document should be sent to the Acquirer or the PAC or the Manager to the Offer or PTL.
Note : All future correspondence, if any, should be addressed to Registrars to the Offer: Karvy Consultants Ltd., “Karvy House” 46, Avenue 4, Street No:1, Banjara Hills,
Hyderabad 500 034; Tel No: +91 40 331 2454/ 332 0751/ 332 0753; Fax No: +91 40 331 1968; Email: murali@karvy.com; Contact Person: Mr. Murali Krishna C.