Advani Hotels - Post Offer Status
YES BANK Ltd (”Manager to the Offer”) on behalf of Delta Hospitality Pvt Ltd (formerly known as Fasttrack Impex Pvt Ltd) (”Acquirer”) and Arrow Webtex Ltd (”Person Acting in Concert”/”PAC”) has issued this Post Offer Public Announcement to the shareholders of Advani Hotels & Resorts India Ltd (”Target Company”), which is in continuation of and should be read in conjunction with the Pubic Announcement (”PA”) dated February 29, 2008, Corrigendum to the PA dated March 13, 2008, Letter of Offer dated May 10, 2008 & Corrigendum to the PA dated May 22, 2008, pursuant to and in compliance with among others, Regulation 10 of Chapter III of the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto (” SEBI Takeover Regulations” / “Regulations” )
The Details are as under:
| Sr. No. | Item | Proposed in the Letter of Offer | Actual | ||
| 1 | Offer Price | Rs 103.00 | Rs 103.00 | ||
| 2. | Share holding of the Acquirer before PA* (No. & %) | 68,99,077 (14.93%) | 68,99,077 (14.93%) | ||
| 3. | Shares acquired by way of SPA # (No. & %) | Nil | Nil | ||
| 4. | Shares acquired in the Open Offer (No & %) | 92,43,850 (20%) | 43,99,914 (9.52%) | ||
| 5. | Size of the Open Offer (No. of shares multiplied by offer price per share) | Rs 95,21,16,550.00 | Rs 45,31,91,142.00 | ||
| 6. | Shares acquired after P.A. but before 7 working days prior to offer closure date$1. Price of the shares acquired 2. No of Shares acquired 3. % of shares acquired |
NA |
97.88 |
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| 7 | Post offer share holding of Acquirer (No & %) (2+3+4+6) | 1,61,42,927 (34.92%) | 1,61,16,819 (34.87%) | ||
| 8. | Pre & Post offer Shareholding of Public (excluding the Acquirer)@ (No & %) | Pre Offer | Post Offer | Pre Offer | Post Offer |
| 1,21,54,410 (26.30%) | 29,10,560 (6.30%) | 1,21,54,410 (26.30%) | 29,36,668 (6.35%) | ||
| 9 | Status of Escrow Account, whether released or not | A Sum of Rs 21,42,26,000/- was transferred from Cash Escrow Account to Special Account on June 16, 2008 for the purpose of Making payment towards 43,99,914 valid equity shares accepted from 403 eligible public shareholders. Balance lying in Cash Escrow Account was released to the Acquirer on June 19, 2008. | |||
| 8. | Payment of Interest, if any, to the shareholders along with details thereof | There was no delay in making payment to the eligible shareholders. Therefore the question of paying interest did not arise. | |||
| 9. | Status of Investor complaints received, if any | The Following appeals have been filed before the Hon’ble Securities Appellate Tribunal (”SAT”) against the SEBI, the Acquirer and the PAC. 1. Appeal No 85 of 2008 - filed by Sunder G Advani & Ors. 2. Appeal No 86 of 2008 - filed by Roshan A Sujan & Ors.The appeals relate to certain complaints relating to the Offer filed by the aforementioned appellants before SEBI. The appeals are currently pending admission before the SAT. No ad-interim or interim reliefs have been granted as of the date of this announcement. |
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* the Acquirer held 68,99,077 fully paid up equity shares representing 14.93% of the Voting paid up equity share Capital of Target Company as on the date of the PA. The PAC did not hold any equity shares in the paid up equity share capital of Target Company as on the date of the PA.
# The offer was voluntary and not triggered by any agreement of the Acquirer with any person for the purpose of the acquisition of shares of Target Company $ Post the PA, The Acquirer has made net acquisition of 48,17,828 Equity Shares at an average acquisition price of Rs 97.88 per equity share from the open market, through the stock exchange mechanism as well as by way of block deals.
@ The Offer was made, pursuant to Regulation 10 of the SEBI Takeover Regulation for the purpose of substantial acquisition of Shares without any change in control and management. Post offer, the acquirer and the public collectively hold 1,90,53,487 equity shares representing 41.22% in the paid up equity share capital of Target Company.
