Hacked by islam_Bey imhatimi.org

Yes Bank Ltd (”Manager to the Offer”) on behalf of Apar Industries Ltd (”Acquirer”) has issued this Corrigendum to the Public Announcement to the shareholders of Uniflex Cables Ltd (”Target Company”), which is in continuation of & should be read in conjunction with the Public Announcement (”PA”) dated February 13, 2008, pursuant to Regulations 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the “SEBI Takeover Regulations”)

The Shareholders of the Target Company are requested to note the following

The Revised schedule of activities pertaining to the Offer is as under:

------------------------------------------------------------------------------------------
Activity			Original Schedule	Revised Schedule
------------------------------------------------------------------------------------------
Specified Date		        February 15, 2008         February 15, 2008
Date of Opening of the Offer	April 08, 2008	  June 25, 2008
Date of Closing of the Offer	April 28, 2008	  July 14, 2008
------------------------------------------------------------------------------------------

Apar Industries Ltd has informed BSE that on March 27 2008, Apar Industries Ltd has acquired 14,00,000 fully paid up equity shares of Rs 10/- each of Uniflex Cables Ltd, the target Company (UCL) at a price of Rs 42.50 per equity share by way of exercise of option for conversion of 14 Lacs Equity Warrants into Equal number of fully paid Equity Shares under Preferential Allotment. The Shares constitute 6.43% of the Post conversion paid up share capital of UCL.

In light of the public announcement issued by Apar Industries Ltd. under Regulation 10 and 12 of the Takeover Regulations on February 13, 2008 and the open offer to be made by Apar Industries Ltd pursuant thereto (”Open Offer”), this disclosure is being made under Regulation 22(17) of the Takeover Regulations.

The price of Rs 42.50 per Share paid by Apar Industries Ltd for 14 Lacs Equity Shares is less than the price of Rs 48.50 per share payable by Apar Industries Ltd under the Open Offer.

Accordingly, the above mentioned acquisition will not impact the price payable to the shareholders of UCL who tender their shares in the Open Offer.

Uniflex Cables Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 27, 2008, has decided to issue & allot 52 Lacs Warrants having a face value of Rs 42.50 each on Preferential Allotment basis to 3 entities as per Resolution passed by the Shareholders in the EGM held on March 07, 2008 and also decided to convert 14 Lacs Equity Warrants out of above allotment into equal no. of equity shares of Rs 10/- paid up including premium of Rs 32.50 per share to M/s. Apar Industries Ltd immediately.

With the issue & allotment of 14 Lacs fresh equity shares to M/s. Apar Industries Ltd, the paid up & issued capital of the Company will increase to Rs 2178.04 Lacs from existing Rs 2038.04 lacs.

Uniflex Cables Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 07, 2008, inter alia, have accorded the following:

1. Increased the Authorized Share Capital of the Company to Rs 30 Crores consisting of 3,00,00,000 Equity Shares of Rs 10/- each from existing Authorised Capital of Rs 27.50 Crores consisting of 2,75,00,000 Equity Shares of Rs 10/- each & consequential amendments in the Memorandum & Articles of Association of the Company.

2. Authority to the Board to offer, issue and allot the following, Equity Warrants and on such terms and conditions as may be deemed appropriate by the Board or Committee thereof.

a. Upto 6,00,000 (Six Lacs) Equity Warrants to each Kalpvraksh Impex Pvt Ltd and Manan Business Centre Pvt Ltd, exercisable in tranches and having a currency period of not exceeding 18 months, and each, equity warrant providing the holder the option to subscribe to one fully paid-up Equity Share of Rs 10/- each including premium (aggregating upto 12,00,000 Equity Shares) at an exercise price of Rs 42.50 /- per Equity warrant. Of this, 10% would be payable at the time of allotment of the equity warrant and 90% would be payable at the time of exercise of the option by the above mentioned subscribers.

b. Upto 40,00,000 (Forty Lacs) Equity Warrants to Apar Industries Ltd, exercisable in tranches and having a currency period of not exceeding 18 months, and each equity warrant providing the holder the option to subscribe to one fully paid-up Equity Share of Rs 10/- each (aggregating upto 40,00,000 Equity Shares) at an exercise price of Rs 42.50 /- per Equity warrant. Of this, 10% would be payable at the time of allotment of the equity warrant and 90% would be payable at the time of exercise of the option by the above mentioned subscriber.

3. Dr. Narendra D Desai, Shri. Kushal N Desai & Shri. Chaitanya N Desai have appointed as Directors of the Company, liable to retire by rotation.

4. Authority to the Board for creation of mortgage in favour of Apar Industries Ltd to secure the Guarantee Assistance.

Uniflex Cables Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on March 07, 2008, inter alia, to consider and take on record the Public Announcement (PA) and draft letter of offer made by Yes Bank on behalf of Apar Industries Ltd (the “Acquirer”) to the shareholders of the Company.

Yes Bank Ltd (”Manager to the Offer”) on behalf of Apar Industries Ltd (”Acquirer”) has issued this Public Announcement (”PA”) to the shareholders of Uniflex Cables Ltd (”Target Company”), pursuant to & in compliance with among others, Regulations 10 & 12 of Chapter III of the Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto (”SEBI Takeover Regulations” or “Regulations”).

The Offer

The Acquirer is hereby making a PA of the Offer to acquire upto 49,96,075 equity shares of Rs 10/- each, representing 20% of the fully diluted likely paid-up equity share capital of the Target Company, from the public shareholders of the Target Company at a price of Rs 48.50 per share (”Offer Price”) payable in cash subject to the terms & condition mentioned hereinafter.

Schedule of Activities:

Specified Date - February 15, 2008

Date of Opening of the Offer - April 08, 2008

Date of Closing of the Offer - April 28, 2008

Uniflex Cables Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 11, 2008, inter alia, has approved the following transactions:

1. Proposed agreement between the Promoters of the Company and M/s. Apar Industries Ltd to sell the following Securities to Apar Industries Ltd as “Acquirer.”

- Selling Party: Promoters Group of the Company

- No of Securities: 40,81,000 Equity Shares of Rs 10/- each of Uniflex

- Price per Security: Rs 48.50

- Total Amount Payable : Rs 19,79,28,500

2. Proposed security purchase agreement between the M/s. Apar Industries Ltd and ADM Maculus Fund II and the Company to sell the following Securities to Apar Industries Ltd.

i. Selling Party: ADM Maculus Fund II L.P.

- No of Securities: 29,50,000 Equity Warrants of the Uniflex of Rs 25 each on which Rs 2.50 has been paid

- Price per Security: Rs 26.00

- Total Amount Payable : Rs 7,67,00,000

ii. Selling Party: ADM Maculus Fund II L.P.

- No of Securities: 29,26,800 Fully Convertible Debentures (FCDs) of Rs 25 each of Uniflex

- Price per Security: Rs 48.50

- Total Amount Payable : Rs 14,19,49,800

3. Issue of 52,00,000 fresh equity warrants convertible into equity to following persons under Preferential Allotment in terms of Chapter XIII of the SEBI (Disclosure & Investor Protections) Guidelines, 2000, as amended.

i. Kalpavraksh Implex Pvt Ltd: 6,00,000 No of warrants allotted

ii. Manan Business Centre Pvt Ltd: 6,00,000 No of warrants allotted

iii. Apar Industries Ltd: 40,00,000 No of warrants allotted

4. Acceptance of resignation of three Directors viz. Shri. Anish Modi, Shri. Rohit Talwalkar & Shri. Denys Firth of India Debt Management Ltd.

5. Appointment of three Additional Directors viz. Dr. Narendra N Desai, Mr. Kushal N Desai and Mr. Chaitanya N Desai in terms of Guarantee Facility Agreement entered into with M/s. Apar Industries Ltd for guaranteeing a loan sanctioned by the Yes Bank Ltd to the Company.

6. Increase in the Authorised Share Capital of the Company from Rs 2750 Lacs consisting of 2,75,00,000 Equity Shares of Rs 10 each to Rs 3000 Lacs consisting of 3,00,00,000 Equity Shares of Rs 10 each.

7. Approval to the Notice to the Shareholders of the Company for calling Extra Ordinary General Meeting of the Company scheduled on March 07, 2008 for approval of the following transactions:

a. Increase in the Authorised Share Capital of the Company from Rs 2750 Lacs consisting of 2,75,00,000 Equity Shares of Rs 10 each to Rs 3000 Lacs consisting of 3,00,00,000 Equity Shares of Rs 10 each and amendments to Memorandum of Association and Articles of Associations thereto.

b. Issue of Equity Warrants or other instruments on Preferential Allotment basis to the Prospective Investors under applicable SEBI Guidelines.

c. Appoint of Dr. Narendra D Desai, Mr. Kushal N Desai and Mr. Chaitanya N Desai as Directors of the Company.

d. Creation of mortgage in favour of Apar industries Ltd to secure the Guarantee Assistance in accordance with the provisions of Section 293(1)(a) of the Companies Act, 1956 and Regulation 23(1)(a) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and other applicable provisions, if any.