Thomas Cook - Updates on Open Offer
Kotak Mahindra Capital Company Ltd (”Manager to the Offer”) for and on behalf of Thomas Cook UK Ltd (”Acquirer”) has issued this Addendum cum Corrigendum to Public Announcement to the shareholders of Thomas Cook (India) Ltd (”Target Company”), which is in continuation of and should be read in conjunction with the Public Announcement (PA) dated March 08, 2008, pursuant to and in compliance with, among others, Regulation 10 & Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997, as amended (”Regulations”).
The shareholders of the Target Company are requested to note the following:
1. In accordance & in compliance with regulation 22(7) of the Regulations, the Acquirer is entitled to appoint its nominees on the board of directors of the Target Company after a period of 21 days from the date of the PA, as more fully set out in paragraph 41 of the PA.
2. The Acquirer intends to nominate, subject to vacancies, four persons for appointment as directors on the board of directors of the Target Company in its board meeting to be held on March 30, 2008. The Acquirer has proposed to nominate Mr. Manny Fontenla Novoa, Dr. Juergen Bueser, Mr. David Michael Hallisey & Mr. Roland Zeh as directors in the aforesaid board meeting.
3. The Acquirer has an ability under regulation 22(7) of the Regulations to nominate such further directors as may be possible, & may in future appoint such directors in accordance with the Companies Act & the Articles of Association of the Target Company.
4. The Target Company does not have any listed subsidiary as on the date of the PA.
The other terms & conditions of the Offer remain unchanged. Terms used but not defined in this announcement shall have the same meaning as assigned in the PA.
