Professional Documents
Culture Documents
ABBREVIATIONS / DEFINITIONS
The Acquirer or SWBL Shaw Wallace Breweries Limited
Eligible Persons All owners of shares, registered or unregistered of SKOL (other than the
Acquirer) who own shares at any time prior to the closure of the Offer
The Offer Cash offer being made by the Acquirer to the shareholders of SKOL
Public Announcement Announcement of the Offer made by the Acquirer on November 11, 2002
The Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and
subsequent amendments thereto
CURRENCY OF PRESENTATION
In this Letter of Offer, all references to “Rs” are to Indian Rupees. In this Letter of Offer, any discrepancy in any table between
the total and sums of the amounts listed is due to rounding.
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 SKOL TO TAKE AN
INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
FINANCIAL SOUNDNESS OF THE ACQUIRER OR SKOL 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 IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL
RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF,
AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, JM MORGAN STANLEY PRIVATE LIMITED, HAS
SUBMITTED A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 25, 2002 TO SEBI IN ACCORDANCE WITH THE
SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT
AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER
FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE OFFER.
The Acquirer and the Manager to the Offer accept no responsibility for statements made otherwise than in the
Letter of Offer or in the advertisement or any material issued by, or at the instance of Acquirer and the Manager to
the Offer, and anyone placing reliance on any other source of information would be doing so at his/her own risk.
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located at 132A, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra, India. All of them are also directors
on the Board of Directors of SKOL. Accordingly, these directors have recused themselves and not participated in
any matters concerning or relating to the Offer including any preparatory steps leading to the Offer as per Regulation
22(9) of the Regulations. None of the above directors hold any shares of SKOL.
No shares have been acquired either by the Acquirer or by any of its directors, by way of public or rights issue
during the 26-week period preceding the public announcement.
The shareholding pattern of SWBL (as on November 15, 2002) is as follows:
Shares held
Shareholder Number Percent
Shaw Wallace & Co. Ltd. 3,512,509 50.00
Ramanreti Investments & Trading Company Pvt. Limited 1,686,004 24.00
Primo Enterprises Pvt. Limited 1,826,505 26.00
Total Paid-Up Capital 7,025,018 100.00
Source: SWBL
SWBL has complied with applicable provisions of Chapter II of the Regulations with regard to its shareholding in
SKOL.
Summary of the audited financial details of SWBL as per SEBI requirements for the periods ended March 31, 2000,
2001 and 2002 and unaudited financials for the three months ended June 30, 2002 is as follows:
(millions)
Nine months Year ended March 31, Three months
ended ended
March 31, 2000 2001 2002 June 30, 2002
(unaudited)
PROFIT & LOSS STATEMENT
Income from operations Rs. 0.00 Rs. 226.63 Rs. 1,058.64 Rs. 397.37
Other income 0.00 7.49 33.98 0.00
Total income 0.00 234.12 1,092.62 397.37
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Total expenditure 0.00 225.66 1,029.32 334.62
Profit before depreciation,
interest and tax (0.00) 1 8.47 63.30 62.74
Depreciation 0.00 0.02 0.54 0.12
Interest 0.00 6.30 47.77 11.67
Profit before exceptional items and tax (0.00) 1 2.15 14.99 50.95
Prior period adjustments 0.00 0.00 0.06 0.00
1
Profit before tax (0.00) 2.15 14.93 50.95
Provision for current taxation 0.00 0.32 9.00 0.00
Deferred tax 0.00 0.00 0.28 0.00
Taxation for previous year 0.00 0.00 0.39 0.00
1
Profit after tax Rs. (0.00) Rs. 1.83 Rs. 5.26 Rs. 50.95
3
(millions except “Other Financial Data”)
As of March 31, As of
2000 2001 2002 June 30, 2002
(unaudited)
BALANCE SHEET
Sources of Funds
Shareholders’ funds:
Paid-up share capital Rs. 0.001 Rs. 0.001 Rs. 47.47 Rs. 70.25
Share application money 0.00 35.13 0.00 0.00
Reserves & surplus 0.00 0.00 0.00 66.62
Loan funds:
Secured loans 0.00 0.00 0.00 0.00
Unsecured loans 0.00 413.13 384.56 310.92
Total sources of funds Rs. 0.001 Rs. 448.25 Rs. 432.03 Rs. 447.79
Uses of Funds
Net fixed assets Rs. 0.00 Rs. 0.65 Rs. 2.31 Rs. 2.19
Investments 116.20 314.02 341.66 341.05
Net current assets (116.28) 107.42 67.43 104.55
Total miscellaneous expenditure
not written off 0.02 0.00 0.00 0.00
Deferred tax liability 0.00 0.00 (0.28) 0.00
Debit balance in Profit and Loss account 0.05 0.00 0.00 0.00
Amalgamation adjustment account 0.00 26.17 20.91 0.00
Total uses of funds Rs. 0.001 Rs. 448.25 Rs. 432.03 Rs. 447.79
OTHER FINANCIAL DATA
Basic earning per share NM2 Rs. 0.97 Rs. 2.77 Rs. 7.25
Diluted earning per share NM 0.44 1.26 7.25
Book value per share NM 2.55 5.60 19.48
Return on net worth 3 NM 20.43% 19.80% 37.23%
Dividend as percentage of equity capital 0.00 0.00 0.00 0.00
Source: SWBL Annual Reports and information provided by the Acquirer
Notes: 1. Less than 0.005.
2. NM = Not Meaningful
3. Return on net worth = Profit after tax/ Net worth
5. BACKGROUND OF SKOL
SKOL is a public limited company incorporated on September 25, 1969 under the Companies Act, 1956 and currently
has its Registered Office at 132A, Dr. Annie Besant Road, Worli, Mumbai 400 018.
SKOL was promoted by SWC to implement the letter of intent received by SWC for setting up a brewery in
Maharashtra. SWC held 99.99% of the issued capital till the public issue of SKOL in 1972. SWBL acquired 3,611,000
shares of SKOL representing 47.25% of the then equity capital by way of a preferential issue on August 7, 2000.
Subsequently, SWBL also acquired 1,316,472 shares and 498,952 shares of SKOL from SWC on April 20, 2001 and
June 7, 2001 respectively. On May 23, 2002, pursuant to a Scheme of Amalgamation approved by the concerned
High Courts, SWBL was allotted 9,359,642 equity shares of SKOL in lieu of its holding of 5,426,424 shares in SKOL
(transferee company) and its other holdings in SICA Breweries Limited, East Coast Breweries & Distilleries Limited,
Charminar Breweries Limited, Haryana Breweries Limited, Techno Pulp & Paper Board Products Limited and New
Millenium Health Care Products & Equipments Limited (transferor companies).
SKOL is a subsidiary of SWBL and has manufacturing units at various locations in India. SKOL is engaged in the
manufacture and sale of leading beer brands like Haywards 5000 Super Strong Beer, Royal Challenge Premium
Lager Beer, Haywards 2000 Extra Strong Beer, etc.
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The issued equity share capital of SKOL as on date is Rs. 332,992,160 comprising of 33,299,216 fully paid up equity
shares of Rs.10 each. There are no partly paid up shares in the company. The shares of SKOL are listed on BSE.
SKOL has preference capital of Rs. 114.90 million.
SKOL has entered into an agreement for the purchase of the business and operations of Doburg Breweries, a
brewery unit of SWC, located in Satara in the state of Maharashtra subject to all necessary statutory and regulatory
approvals.
McDowell and Co. Limited (“McDowell”) have filed a suit in the Bombay High Court by way of a derivative action in
its capacity as shareholder and creditor of SWC. SKOL and SWBL have been made defendants in the suit. SKOL and
SWBL have received legal advice that a double derivative action is not maintainable in India and as McDowell is not
a shareholder or creditor of SKOL or SWBL, SKOL or SWBL should not be defendants in the suit.
The Board of Directors of SKOL is as listed below:
Name Residence Address Date of appointment
Mrs. Vidya M. Chhabria P.O. Box No. 3426, Dubai, U.A.E. April 22, 2002
Ms. Komal C. Wazir 38, Hill Park, 1st Floor, A.G. Bell Marg, October 30, 2001
Malabar Hill, Mumbai 400 006
Mr. Niranjan M. Thakur Dunkeld, 2nd Floor North, October 30, 2001
8 J. Mehta Road,
Opp. St. Elizabeth’s Nursing Home,
Malabar Hill, Mumbai 400 006
Mr. Hasa Nand Nanani Persepolis, Flat No. 161/164, March 26, 2002
16th Floor, Opp. G.D. Somani School,
Cuffe Parade, Mumbai 400 005
Mr. P.M. Nene P.O. Box No. 2548, Dubai, U.A.E. October 30, 2001
Mr. A.K.M.A. Shamsuddin Atur Terrace, Flat No. 504, Cuffe Parade, November 7, 2002
Mumbai 400 005
Mr. A. K. Kapur 403 Orchid Elegance, 2nd Hasnabad Lane, October 30, 2002
Santa Cruz (W), Mumbai 400 054
Mr. Deepak Chaudhuri 10B, Krishnamai, 10th Floor, October 30, 2001
Sri Pochkhanwala Road, Worli,
Mumbai 400 025
Correspondence, if any, to the above directors may be forwarded to the Registered Office of SKOL only, located at
132A, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra, India. With the exception of Mr. Kapur and Mr.
Shamsuddin, all the above directors are also directors on the Board of Directors of SWBL. Accordingly, these
directors have recused themselves and not participated in any matters concerning or relating to the Offer including
any preparatory steps leading to the Offer as per Regulation 22(9) of the Regulations.
SKOL, SWBL and the major shareholders of SKOL have complied with applicable provisions of Chapter II of the
Regulations, except for a delay of 76 days in filing the reports under 6(2) and 6(4) of the Regulations in 1997 and a
delay of 55 days in filing the report under 8(3) of the Regulations in 1998. SKOL has availed of the SEBI Regularization
Scheme, 2002 to regularize the aforesaid non-compliance on December 19, 2002. SKOL has complied with the
provisions of the listing agreement entered into with BSE and no punitive action has been initiated against it by
BSE.
Brief audited financial details of SKOL as per SEBI requirement for the years ended March 31, 2000, 2001 and 2002
and unaudited financial details for the three months ended June 30, 2002 are as follows:
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(millions)
Year ended March 31, Three months
ended
2000 2001 2002 June 30, 2002
PROFIT & LOSS STATEMENT
Income from operations Rs. 404.35 Rs. 352.85 Rs. 1,491.53 Rs. 469.24
Other income 10.16 5.43 29.37 7.06
Total income 414.51 358.29 1,520.90 476.30
Total expenditure 363.88 366.34 1,335.48 418.79
Profit before depreciation, interest and tax 50.64 (8.06) 185.41 57.51
Depreciation (net of transfer from
revaluation reserve) 14.46 13.39 48.24 12.29
Interest 29.36 20.72 58.87 15.74
Profit before exceptional items and tax 6.82 (42.16) 78.30 29.48
Exceptional items 0.03 3.95 17.72 —
Profit before tax 6.79 (46.11) 60.58 29.48
Provision for current taxation 0.88 0.00 0.00 —
Deferred tax — 0.00 (10.77) 3.70
Taxation for previous year 0.97 0.01 3.94 —
Profit after tax Rs. 4.95 Rs. (46.12) Rs. 67.41 Rs. 25.78
(millions except “Other Financial Data”)
As of March 31, As of
2000 2001 2002 June 30, 2002
(unaudited)
BALANCE SHEET
Sources of Funds
Shareholders’ funds:
Paid up equity share capital Rs. 40.32 Rs. 76.43 Rs. 126.99 Rs. 126.99
Preference share capital — — 114.90 NA
Reserves & Surplus (excluding
revaluation reserve) 57.61 15.10 457.02 NA
Revaluation reserve 64.34 105.10 79.06 NA
Total shareholders’ funds 162.27 196.63 777.97 NA
Loan funds:
Secured loans 59.58 54.38 250.43 NA
Unsecured loans 83.85 96.55 162.89 NA
Total sources of funds Rs. 305.70 Rs. 347.56 Rs. 1,191.30 NA
Uses of Funds
Net fixed assets Rs. 197.69 Rs. 230.38 Rs. 867.32 NA
Capital work in progress 11.01 4.32 16.94 NA
Investments 4.92 3.69 139.87 NA
Net current assets 92.08 109.16 163.32 NA
Deferred tax asset — — 3.85 NA
Total uses of funds Rs. 305.70 Rs. 347.56 Rs. 1,191.30 NA
OTHER FINANCIAL DATA
Basic and diluted earning per share Rs. 1.23 Rs. (7.24)1 Rs. 4.94 Rs. 2.02 2
Book value per share 24.29 11.98 38.07 3 NA5
Return on net worth 4 3.05% NM 8.67% NA
Dividend as percentage of equity capital 0.00 0.00 0.00 0.00
Source: SKOL Annual Reports and unaudited results
Notes: 1. Calculated on weighted average shares outstanding during the year.
2. Not Annualized.
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3. As certified by M/s. T.R. Chadha & Co. – Chartered Accountants, the net asset value per share as of March 31,
2002 has been determined after adjusting for revaluation reserve, contingent liabilities expected to be crystallized
of Rs.86.53 million and the valuation of an investment at Rs.16 million instead of the carrying value of Rs.30
million, as SKOL has subsequently sold these equity shares at this value.
4. Return on net worth = Profit after tax/ Net worth
5. NA = Not Available
The equity shareholding in SKOL before the preferential allotment and the Offer (as on November 12, 2002) and
after the Offer (assuming full acceptance of the Offer) is given in the table below1:
Shareholder’s Category Shares/Voting Shares/Voting Shares/Voting Shares/Voting Shares/voting
Rights Rights acquired Rights held after Rights to be Rights held
held prior to the through the the preferential acquired after the Offer
preferential preferential allotment but in the Offer (assuming full
allotment allotment that before the Offer (assuming full acceptance)
triggered (on Specified acceptance)
the Regulations2 Date)2
No. of % No. of % No. of % No. of % No. of %
Shares Shares Shares Shares Shares
1. SWBL (Acquirer) 9,359,642 73.70 20,600,000 61.86 29,959,642 89.97 3,339,574 10.03 33,299,216 100.00
2. Other Companies of
the Promoter Group3 16,760 0.13 16,760 0.05
3. Institutional
Investors
a. Financial
Institutions,
Banks,
Insurance
Companies,
State Govt.
Institutions 244,886 1.93 244,886 0.74
b. Mutual Funds 2,240 0.02 2,240 0.01
c. Foreign
(3,339,574) (10.03) 0 0.00
Institutional
Investors 0 0.00 0 0.00
Total 247,126 1.95 247,126 0.74
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On making of such offer, the Acquirer will request SKOL to approach BSE where the equity shares of SKOL are listed
for delisting of the shares.
The shareholders of SKOL, at their meeting held on October 21, 2002, have passed a resolution enabling SKOL to
proceed with delisting subject to fulfilment of statutory requirements.
7. OFFER PRICE
The equity shares of SKOL are listed on the BSE. The details of trading volumes on BSE is provided below:
Total shares traded during the
six calendar months prior to the Total No. of Annualized trading
Board Resolution of SKOL authorizing listed shares turnover as a % of total
the Preferential Issue number of listed shares
(March 1, 2002 - August 31, 2002)
BSE 200 3,157,983 1 0.013%
Source: BSE data
Note: 1. Represents the weighted average shares outstanding during the six calendar months prior to the Board Resolution of
SKOL authorizing the Preferential Issue.
As the annualized trading turnover on BSE is less than 5% of the total number of listed shares, the shares of SKOL
are deemed to be infrequently traded as per the explanation to Regulation 20(5) of the Regulations.
The Offer Price is justified in accordance with the Regulation 20(5) of the Regulations as follows:
l The Acquirer has not acquired any equity shares of SKOL under any agreement referred to in Regulation 14(1)
of the Regulations.
l In the 26 weeks preceding the date of the Public Announcement the Acquirer has not acquired any equity
shares of SKOL through open market purchases on the floor of the stock exchanges or by way of allotment in
a public or rights issue.
l In the 26 weeks preceding the Public Announcement, the Acquirer has acquired 20,600,000 equity shares of
SKOL by way of Issue at a price of Rs. 20 per equity share on November 8, 2002. The Preferential Issue was
authorized by the Board of Directors of SKOL on September 20, 2002. The allotment was made pursuant to a
Board Resolution passed on November 8, 2002.
l Other parameters based on the audited financials for the FY ended March 31, 2002 are as under:
Return on net worth (%) 8.67
Net asset value (Rs.) 38.07
Earning per share (Rs.) 4.94
Price earnings multiple (based on Offer Price) 7.71
Last fiscal year industry average price earnings multiple for the Breweries &
Distilleries Industry (Source: Capital Market, Vol. XVII/17, November 10, 2002) 11.00
Please note that the price earnings multiple of SKOL may not be strictly comparable to the industry average as
SKOL is engaged only in the manufacturing of beer while the other companies have more diversified and vertically
integrated operations.
The last traded share price of SKOL on BSE before the Public Announcement was Rs. 13.05 on Friday, November 8,
2002. With reference to the proposed amalgamation of SKOL, with Morkutir Investments and Trading Company
Limited (details of which are provided in “Reasons for the Offer and Future Plans” above), the fair value of SKOL as
determined by M/s. T.R. Chadha & Co. - Chartered Accountants was Rs.23.00 per share.
Thus, the Offer Price is justified in terms of Regulation 20 of the Regulations.
The Acquirer shall not acquire during the Offer Period, any shares in SKOL except in compliance with the Regulations
and the details of such acquisitions shall be disclosed to the stock exchanges and to the Manager within 24 hours
thereof in terms of the Regulation 22(17). No acquisition will be made by the Acquirer in the open market during the
last seven working days prior to the Offer Closing Date. If the Acquirer acquires shares in the open market or
through negotiation or otherwise, after the date of Public Announcement at a price higher than the Offer Price, then
the highest price paid for such acquisition shall be payable for all acceptances received under the Offer.
8. FINANCIAL ARRANGEMENT
The maximum purchase consideration payable by Acquirer in the case of full acceptance of the Offer will be of the
order of Rs. 127.14 million, which will be funded from the internally generated resources of the Acquirer.
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In accordance with the provisions of Regulation 28 of the Regulations, the Acquirer has created an Escrow Account
with Standard Chartered Bank, 90 Mahatma Gandhi Road, Fort, Mumbai 400 001, valid until April 9, 2003, in favour
of the Manager to the Offer and has also made a cash deposit of Rs. 31,784,959 (being an amount in excess of 25%
of the maximum purchase consideration payable under this Offer) in this account. The Acquirer has empowered
the Manager to realise the value of the Escrow Account under the Regulations.
M/s. T.R. Chadha & Co. - Chartered Accountants (106, Nirman Kendra, Dr. E. Moses Road, Mahalakshmi, Mumbai
400 018, Tel: +91-22-26406656, Fax: +91-22-2490-4724; acting through its Partner, Mr. Vikas Kumar, membership
No. 75363) have, vide certificate dated November 8, 2002, confirmed that sufficient resources are available to allow
the Acquirer to fulfill its obligations in full under the Offer and on this basis the Manager to the Offer confirms that
they have satisfied themselves that sufficient resources are available to allow Acquirer to fulfill their obligations in
full under the Offer in accordance with the Regulations.
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(m) In case of delay in receipt of any statutory approval, SEBI has the power to grant an extension of the time required
for payment under the Offer subject to the Acquirer agreeing to pay interest in accordance with Regulation 22(12)
of the Regulations. If the delay occurs due to the wilful default of the Acquirer in obtaining the requisite approvals,
Regulation 22(13) of the Regulations will become applicable.
(n) In case RBI approval for acquisition of shares from non-resident shareholders is unduly delayed, the Acquirer
reserves the right to proceed with payment to the resident shareholders whose shares have been accepted by the
Acquirer in terms of this Offer, pending payment to the non-resident shareholders, subject to the entire amount
payable to non-resident shareholders being kept in an Escrow Account whose value can be realized by the Manager
as per the Regulations.
(o) The Acquirer will not be responsible in any manner for any loss of equity share certificate(s) and offer acceptance
documents during transit and the equity shareholders of SKOL are advised to adequately safeguard their interest in
this regard.
(p) As already mentioned elsewhere in this Letter of Offer, the Offer is not subject to any minimum level of acceptance
and the Acquirer will acquire all the fully paid-up equity shares of SKOL that are tendered in valid form in terms of
this Offer up to a maximum of 3,339,574 equity shares. Thus, the Acquirer will proceed with the Offer even if it is
unable to obtain acceptance to the full extent of the equity shares of SKOL for which this Offer is made.
(q) Shares that are subject to any charge, lien or encumbrance are liable to be rejected.
(r) The Acquirer reserves the right of upward revision of price at any time upto seven working days prior to the closure
of the Offer, as per Regulation 26 of the Regulations. If there is any upward revision in the Offer Price before the last
date of revision (i.e. January 30, 2003), the same would be informed by way of Public Announcement in the
newspapers mentioned in Section 2 of this Letter of Offer. Such revised Offer Price would be payable to all
shareholders who tender their shares at any time during the Offer and which are accepted under the Offer.
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the date of closure of the Offer, i.e. February 8, 2003.
— The Delivery Instructions to be given to the DP should be in “For Off Market Trade” mode only. For each
Delivery Instruction the Beneficial Owner should submit a separate Form of Acceptance.
The Registrar to the Offer has opened a Depository Account (hereinafter referred to as “Depository Escrow
Account”) with Central Depository Services Ltd. (CDSL) named as “Sharepro Services – SKOL Breweries Open
Offer” as per details given below:
Depository Participant Name: Standard Chartered Bank Limited
Client ID Number: 1601550000000641
DP ID Number: 15500
Shareholders having their beneficiary account in National Securities Depository Limited (“NSDL”) have to use
inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository
account with CDSL.
l Documents mentioned in para 10(d), for NRI/OCB/FII shareholders.
l In case of non-receipt of the aforesaid documents, but receipt of the shares in the Depository Escrow Account,
the Offer shall be deemed to be accepted.
l Shareholders should ensure that the credit for the delivered shares should be received in the Depository
Escrow Account on or before the Closure of the Offer (i.e. February 8, 2003).
The above documents should not be sent to Acquirer or to SKOL or to the Manager to the Offer. The same should
be sent to the Registrar to the Offer only at collection centres given below.
(b) All Eligible Persons can participate in the Offer. Unregistered owners can send their application in writing to the
Registrar to the Offer. They are required to submit, besides the documents as mentioned above, other documents
to prove their title to the shares offered for acceptance, such as original brokers contract note, transfer deed(s)
executed by the registered holders of the shares in addition to the Form of Acceptance and share certificate(s). No
indemnity is required from unregistered shareholders. Unregistered owners, if they so desire, may also apply on
the Form of Acceptance downloaded from SEBI’s website (www.sebi.gov.in). Notwithstanding that the signature(s)
of the transferor(s) have been witnessed as aforesaid, if the signature(s) of the transferor(s) differs from the specimen
signature(s) recorded with SKOL or are not in the same order, such shares are liable to be rejected under this Offer
even if the Offer has been accepted by a bona fide owner of such shares.
(c) In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer,
on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered,
along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the
Offer. No indemnity is required in this regard. Shareholders who have lodged their shares for transfer with SKOL
must also send the acknowledgement, if any, received from the SKOL towards such lodging of shares.
(d) While tendering shares under the Offer, NRIs/OCBs/foreign shareholders will be required to submit the previous
RBI approvals (specific or general) that they would have obtained for acquiring shares of SKOL and a No Objection
Certificate/Tax Clearance Certificate, indicating the amount of tax to be deducted by the Acquirer before remitting
the consideration, from the Income-Tax authorities under the Income-tax Act, 1961. In case the previous RBI
approvals are not submitted, the Acquirer reserves the right to reject the shares. In case the aforesaid No Objection
Certificate/Tax Clearance Certificate is not submitted, the Acquirer 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.
(e) The shareholders should also provide all relevant documents, which are necessary to ensure transferability of the
shares in respect of which the application 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) if the original shareholder
is deceased;
ii) duly attested Power of Attorney if any person apart from the shareholder has signed the application form and/
or transfer deed(s);
iii) no objection certificates from the chargeholder/ lender, if the shares in respect of which the application is sent,
are under any charge, lien or encumbrance;
iv) in case of companies, the necessary corporate authorization (including Board Resolutions);
v) any other relevant documentation.
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(f) The documents referred to above should be sent to any of the following collection centres:
City Address Contact Person Tel. No. Fax No.
Mumbai Sharepro Services Ms. Mazrine Wadia 022 2282-5163 022 2282-5484
(Nariman Point) 912, Raheja Centre 022 2288-1569
Free Press Journal Marg
Nariman Point, Mumbai 400 021
Mumbai Sharepro Services Mrs. Indira Karkera 022 2821-5168 022 2837-5646
(Andheri) Satam Estate, 3rd Floor 022 2821-5169
Cardinal Gracious Road
Above Bank of Baroda
Chakala, Andheri (East)
Mumbai 400 099
New Delhi Sharepro Services Mr. R.J. Singh 011 2541-3613 011 2541-3615
C/o Creative Infosystems 011 2541-3614
FB: 130, 1st Floor
Mansarover Garden
Near Sarvodaya Sr. Sec School
New Delhi 110 015
Chennai Sharepro Services Mr. Sunder 044 2466-2354 044 2466-2448
C/o GNSA Investor Service (P) Ltd. Mr. Krishnakumar 044 2466-1675
17/1, Balaiah Avenue, Luz
Mylapore, Chennai 600 004
Hyderabad Sharepro Services Mr. P. Suresh 040 2475-3454 040 2475-6885
C/o Venugopal & Chenoy
Chartered Accountants
Tilak Road, Hyderabad 500 001
Kolkata Sharepro Services Mr. A.K. Bandopadhyay 033 2353-8944 033 2353-8944
C/o Advocate
15A/1, Surah East Road
3rd Floor, Near Milan Mandir
Kolkata 700 010
Pondicherry Sharepro Services Mr. A. Arulsamy 0413 2371273 0413 2371166
C/o SICA Breweries 0413 2372728
Ayyankuttipalayam
Muthirapalayam
Pondicherry 605 009
Timings - Monday to Friday: 10.00 am to 1.00 pm and 2.00 pm to 4.00 pm
Saturday: 10.00 am to 1.00 pm
Holidays- Sundays and Bank Holidays
(g) Payment of consideration will be made by crossed account payee cheques/demand drafts and sent by registered
post and/or courier in case of consideration amount exceeding Rs.1,500 (Under Certificate of Posting otherwise) to
those shareholders whose share certificates and other documents are found in order and accepted by the Acquirer.
All cheques/demand drafts will be drawn in the name of the first holder, in case of joint registered holders.
(h) In case of physical shares, the Registrar to the Offer will hold in trust the share certificates, Form of Acceptance duly
filled in and the transfer deed/s on behalf of shareholders of SKOL who have accepted the Offer, till the cheques/
drafts for the consideration and/or the share certificates are posted.
(i) In case of dematerialized shares, the shares would reside in the Depository Escrow Account as mentioned above.
The Registrar to the Offer will debit the Depository Escrow Account to the extent of payment of consideration made
by the Acquirer and give instructions for credit of the beneficial account of the Acquirer.
(j) Barring unforeseen circumstances and factors beyond their control, Acquirer intends to complete all formalities
pertaining to the purchase of the shares, including payment of consideration to the shareholders who have accepted
the Offer by March 10, 2003.
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(k) In case of physical shares, to the extent the equity shares are not accepted under the Offer, the rejected Share
Certificates, transfer deeds and other documents, if any, will be returned by registered post by the Registrar to the
Offer to the shareholders/unregistered owners. For the physical shares accepted under the Offer, the Registrar shall
take action for transferring the shares to the Acquirer after the consideration cheques are released to the shareholders
concerned.
(l) The Equity Shares held in dematerialized form to the extent not accepted under the Offer will be released to the
Beneficial Owner’s Depository Account with the respective DP as per details furnished by the Beneficial Owner in
the Form of Acceptance, at the sole risk of the Beneficial Owner. An intimation to that effect will be sent to the
Beneficial Owner by Ordinary Post. For the shares lying in the Depository Escrow Account, the Registrar shall take
action for transferring the shares to the Acquirer after the consideration cheques are released to the Beneficial
Owners.
(m) In terms of Regulation 22(5A) of the Regulations, shareholders desirous of withdrawing their acceptances tendered
in the Offer, can do so up to three working days prior to the date of Closure of the Offer. The withdrawal option can
be exercised by submitting the document as per the instruction below, so as to reach the Registrar to the Offer at
any of the collection centres mentioned above as per the mode of delivery indicated therein on or before February
5, 2003.
l The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed herewith.
l The shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at
any of the collection centres mentioned in the Letter of Offer above as per the mode of delivery indicated
therein on or before the last date of withdrawal.
l Shareholders should enclose the following:
For Equity Shares held in demat form:
Beneficial owners should enclose:
— Duly signed and completed Form of Withdrawal.
— Copy of the Form of Acceptance-cum-Acknowledgement/ Plain paper application submitted and the
Acknowledgement slip.
— Photocopy of the delivery instruction slip in “Off-market” mode or counterfoil of the delivery instruction
slip in “Off-market” mode, duly acknowledged by the DP.
For Equity Shares held in physical form:
Registered Shareholders should enclose:
— Duly signed and completed Form of Withdrawal.
— Copy of the Form of Acceptance-cum-Acknowledgement/ Plain paper application submitted and the
Acknowledgement slip.
— In case of partial withdrawal, Valid Share Transfer form(s) duly signed as transferors by all registered
shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with
SKOL and duly witnessed at the appropriate place.
Unregistered owners should enclose:
— Duly signed and completed Form of Withdrawal.
— Copy of the Form of Acceptance-cum-Acknowledgement/Plain paper application submitted and the
Acknowledgement slip.
l The withdrawal of Shares will be available only for the Share certificates / Shares that have been received by
the Registrar to the Offer or credited to the Special Depository Escrow Account.
l The intimation of returned shares to the Shareholders will be sent at the address as per the records of SKOL /
Depository as the case may be.
l The Form of Withdrawal along with enclosure should be sent only to the Registrar to the Offer only.
l In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required
to be split, the same will be returned on receipt of share certificates from SKOL. The facility of partial withdrawal
is only available to registered shareholders.
l Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instruction
for receipt of the credit in their DP account.
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l In case of non-receipt of the Form of Withdrawal, the withdrawal option can be exercised by making an application
on plain paper along with the following details:
- In case of physical shares: Name, Address, Distinctive Nos., Certificate Nos., Folio Number, Number of
Shares tendered
- In case of dematerialized shares: Name, Address, Number of Shares tendered, DP name, DP ID, beneficiary
account number and a photocopy of delivery instructions slip in “off market” mode or counterfoil of the
delivery instruction slip in “off market” mode, duly acknowledged by the DP, in favour of the special
depository account.
sd/-
Mr. G. Sathis Chandran
Authorized Signatory
Place: Mumbai
Date: December 20, 2002
Attachments: 1. Form of Acceptance-cum-Acknowledgement with Transfer Deed
2. Form of Withdrawal
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