Religare Securities Ltd (”Manager to the Offer”) on behalf of Kemoil Ltd (”Acquirer”) has issued this Corrigendum to the Public Announcement to the equity shareholders of California Software Company Ltd (”Target Company”), which is in continuation of, and should be read in conjunction with, the Public Announcement (”PA”) published on August 21, 2007, pursuant to and in compliance with, Regulation 11(1) & Regulation 12 of the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto (”SEBI (SAST) Regulations”).
The shareholders of the Target Company has requested to not the following:
1. The Revised Schedule of the Offer
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Activity Original Schedule Revised Schedule
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Specified Date September 07, 2007 September 07, 2007
Date of Opening of the Offer October 12, 2007 May 09, 2008
Date of Closing of the Offer October 31, 2007 May 28, 2008
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2. Background to the Offer
The Following has been substituted for Para I(g)
In light of the transactions as mentioned in Clause I(d) and previous holding, the Acquirer has acquired 47.71% voting rights in Calsoft. Further, the Acquirer has acquired sole control over the affairs of Calsoft since the existing promoter Mr. S Santhosh has entered into a shareholders Agreement dated August 17, 2007 with Kemoil for setting out the respective roles with regard to the Management and functioning of the Target Company. Mr. S Santhosh (along with relatives), post the transaction as aforesaid, will collectively hold 5,65,796 equity shares representing 4.58% of the fully paid up equity share capital of the Target Company. The Shareholders Agreement, inter alia, confers on Kemoil, right to induct directors on the Board of Calsoft. Kemoil will be entitled to exercise the aforesaid rights under the said Shareholders Agreement upon the closure of the offer and hence Kemoil will acquire control of Calsoft resulting in a change of control of Calsoft in pursuance of Regulations 12 of the SEBI (SAST) Regulations. Also, in terms of the said agreement Kemoil will become the sole promoter of the target company and Mr. S Santhosh’s shareholding will be classified in the public category. However, Mr. S Santhosh would continue as the Managing Director of Calsoft and shall operate and manage the affairs of the target Company under the supervision of its board of directors in professional capacity.
The terms used but not defined in this Announcement shall have the same meanings assigned to them in the PA.