Stock Report

Pradeep Metals open offer price revised to Rs.19.85



Posted On : 2006-10-23 04:25:17( TIMEZONE : IST )

Pradeep Metals open offer price revised to Rs.19.85

Inga Advisors Pvt Ltd ("Manager to the Offer") on behalf of Flashnet Infosolutions India Ltd ("Acquirer") along with M/s S V Shah, Mr. Pradeep Goyal, Mr. Piyush Goyal (PACs) and Mr. Vedprakash Goyal, Mr. Abhinav Goyal, Mrs. Chandrakanta Goyal, Mrs. Seema Goyal & Mrs. Neeru Goyal (considered as deemed PACs) has issued this Corrigendum to the Public Announcement to the Shareholders of the Pradeep Metals Ltd ("Target Company"), which is in continuation of and should be read in conjunction with the Public Announcement ("PA") and letter of Offer dated October 23, 2006 ("Letter of Offer").

Shareholders of the Target Company are requested to note the following amendments with respect to the PA:-

Reasons for increase in the Offer Size and Offer Price:

Acquisition of 10% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) carrying voting rights by M/s S V Shah construction Services Pvt. Ltd (M/s S V Shah) from Industrial Development Bank of India (IDBI).

M/s S V Shah, a promoter group company had acquired 5,00,000 OCCRPS (carrying voting rights) of Rs 100/- each at par, from IDBI that were issued to IDBI pursuant to share subscription agreement dated March 15, 2000. The precondition to this acquisition by M/s S V Shah was that the voting rights are not transferred to it. Towards this end, M/s S V Shah also provided an irrevocable undertaking relinquishing its voting rights, should the OCCRPS be purchased by it. Such voting rights accrued were 27.93% of the total voting capital of the Target Company.

On the basis of this relinquishment, M/s S V Shah did not make an open offer in terms of regulation 10 of the Regulation. The PA made on May 05, 2006 was made considering the relinquishment and was made pursuant to proposed acquisition of shares by Acquirer vide the share purchase agreement dated May 02, 2006.

Details of Revision

As per SEBI's Directives, the relinquishment as mentioned above cannot be taken on record and M/s S V Shah was required to make an Offer in terms of the Regulations. For the purpose of this open offer, January 27, 2006 (first Payment Date) was required to be considered as the trigger date. The offer price has therefore been computed based on the premise that M/s S V Shah is required to make an open offer for the aforesaid trigger together with interest @ 10% p.a. for the delayed period, which works out to Rs 19.85/-.

For calculating the offer size in terms of Regulation 21(5) such voting rights on the OCCRPS should be reckoned. The revised offer size considering the voting rights on the OCCRPS amounts to 35,83,600 equity shares.

In view of the above, the Acquirer being a promoter group company has agreed to revise the offer price and offer size under the present offer to the public shareholders. Accordingly, under the present offer, the offer is being made by Acquirer alongwith persons acting in concert, namely, M/s S V Shah, Mr. Pradeep Goyal and Mr. Piyush Goyal. The Offer Price has been revised from Rs 19/- to Rs 19.85/- per equity Shares and the offer size has been revised from 25,83,600 equity shares to 35,83,600 equity shares.

SEBI may initiate appropriate action against M/s S V Shah / PACs for failure to comply with the provisions of Chapter III in respect of the acquisition of voting rights accrued on the OCCRPS.

Revised Schedule of Activities:

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Activity				Original Schedule		Revised Schedule
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Date of Opening of Offer		June 26, 2006		November 01, 2006

Date of Closing of the Offer		July 15, 2006		November 20, 2006
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Source : Equity Bulls

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