LETTER OF OFFER · 2018-08-16 · the Letter of Offer would be sent) Last date for a competitive...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThis Letter of Offer is sent to you as shareholder(s) of Swaraj Mazda Limited (“SML”). If you require any clarifications about the action to be taken,you may consult your stock broker or investment consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold yourshares in SML, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement and Form of Withdrawal to themember of stock exchange through whom the said sale was effected.

CASH OFFER

by

The Acquirers:

CDC-PTL Holdings Limited (“CDC-PTL”) CDC Financial Services (Mauritius) Limited (“CDC FS”)Regd. Office: 4th Floor, Les Cascades, Edith Cavell Street, Regd. Office: Les Cascades, Edith Cavell Street, Port Louis,

Port Louis, Republic of Mauritius Republic of MauritiusTel No.(230) 212-9800 ; Fax No.(230) 212-9833 Tel No.(230) 212-9800 ; Fax No.(230) 212-9833

for

the purchase of up to 20,97,340 fully paid-up equity shares representing 20% of the total voting capital of

Swaraj Mazda Limited (“SML”)Regd. Office: Village Asron, District Nawanshahar, Punjab – 140 001. Tel No.(01881) 270-256; Fax No.(01881) 270-223

at Rs.140/- per Equity ShareThe Persons Acting or deemed to be Acting in Concert:

CDC Group Plc. (“CDC Group”)Regd. Office: One Bessborough Gardens, London SW1V2JQ

Tel No.(44) 207 828-4488 ; Fax No.(44) 207 828-6505

South Asia Regional Fund (“SARF”)Regd. Office: Les Cascades, Edith Cavell Street, Port Louis, Republic of Mauritius

Tel No.(230) 212-9800 ; Fax No.(230) 212-9833

Lathe Investment Pte Ltd (“Lathe”)Regd. Office: 168 Robinson Road, #37-01 Capital Tower,

Singapore 068 912Tel.(65) 6889 8888 ; Fax.(65) 6889 8590

Attention:(1) This Offer is being made pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,1997 and subsequent amendments thereof (“Regulations”), and the Share Purchase Agreement dated July 30, 2003 entered into between PunjabState Industrial Development Corporation Limited (“PSIDC”), Punjab Tractors Limited (“PTL”) and the Acquirers (the “SPA” or “Agreement”). (2) TheOffer is subject to the following statutory and regulatory approvals and clearances required to acquire Shares tendered pursuant to the Offer: (i)approval of the Foreign Investment Promotion Board (“FIPB”) / the Secretariat of Industrial Assistance (“SIA”) or any other appropriate authority of theGovernment of India and a subsequent approval from Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 (“FEMA”);and (ii) approval from RBI under FEMA to acquire Shares from all non-resident Indian / OCB shareholders, if required. As on date there are no otherstatutory approvals required, other than those indicated above. The Acquirers have made an application dated July 31, 2003 to FIPB in this respect.(3) If there is any upward revision of the Offer Price by the Acquirers till the last date for revision viz. October 7, 2003 or withdrawal of the Offer, thesame would be informed by way of a Public Announcement in the same newspapers in which the original Public Announcement had appeared. Suchrevised Offer Price would be payable for all the shares tendered anytime during the Offer and accepted under the Offer. (4) Shareholders, who haveaccepted the Offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, can withdraw the same up to threeworking days prior to the close of the Offer i.e. October 14, 2003. (5) If there is a competitive bid: (i) the public offers under all the subsisting bidsshall close on the same date; (ii) as the Offer Price cannot be revised during seven working days prior to the closing date of the offers / bids,it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer pr ice of each bid andtender their acceptance accordingly. (6) A copy of the Public Announcement and Letter of Offer (including Form of Acceptance-cum-Acknowledgementand Form of Withdrawal) is also available on SEBI’s website (www.sebi.gov.in).

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

ICICI Securities Limited MCS Limited41/44, Minoo Desai Marg Sri Venkatesh BhavanColaba, Mumbai – 400 005 Plot No. 27, Road No. 11, MIDC Area, Andheri (East),Phone: (022) 2288-2460 Mumbai – 400 093Fax: (022) 2283-7045 Phone: (022) 2821-5235 Fax: (022) 2835-0456Email: [email protected] Email: [email protected] Person: Mr. Vibhav Parikh Contact Person: Mr. Ashok Gupta

Schedule of the Major Activities of the OfferPublic Announcement (“PA”) Date July 31, 2003 (Thursday)

Specified Date (for the purpose of determining the names of shareholders to whom August 29, 2003 (Friday)the Letter of Offer would be sent)

Last date for a competitive bid August 21, 2003 (Thursday)

Date by which Letter of Offer will be dispatched to the shareholders September 13, 2003 (Saturday)

Date of Opening of the Offer September 18, 2003 (Thursday)

Last date for revising the Offer Price / number of shares October 7, 2003 (Tuesday)

Last Date for Withdrawal by shareholders October 14, 2003 (Tuesday)

Date of Closure of the Offer October 17, 2003 (Friday)

Date by which acceptance / rejection would be intimated and the corresponding November 14, 2003 (Friday)payment for the acquired shares and / or the share certificates for the rejectedshares will be dispatched

LETTER OF OFFER

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Table of Contents

Sr. No. Particulars Page Number

1 Disclaimer clause 3

2 Details of the Offer 3

3 Background of the Acquirers and PACs 4

4 Delisting option to the Acquirers in terms of Regulation 21(3) 11

5 Background of SML 11

6 Offer Price and financial arrangements 13

7 Terms and conditions of the Offer 15

8 Procedure for acceptance and settlement of the Offer 17

9 Documents for inspection 20

10 Declaration by the Acquirers (including PACs) 20

Attached Form of Withdrawal 21

Definitions

Acquirers CDC-PTL Holdings Limited, CDC Financial Services (Mauritius) LimitedAct The Companies Act, 1956Acquisition Acquirers’ acquisition of 1,42,74,000 equity shares constituting 23.49% of PTL’s paid-up equity

share capital from PSIDC at the rate of Rs.153/- per share under the Share Purchase AgreementAgreement / Share Purchase Share Purchase Agreement dated July 30, 2003 executed between PSIDC, PTL and the AcquirersAgreement / SPABid Price Price at which shares are agreed to be acquired from PSIDC under the Agreement i.e.

Rs.153/- per shareBSE The Stock Exchange, MumbaiBusiness Hours Monday to Friday - 10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.; Saturday – 10.00 a.m. to

1.00 p.m. (Closed on Sundays and public holidays)CDSL Central Depository Services (India) LimitedDate of opening of financial bids and July 25, 2003 announcement of the successful bidderDP Depository ParticipantDSE Delhi Stock Exchange Association LimitedEligible Persons for the Offer Registered shareholders of SML appearing in the Register of Members as on the Specified

Date, including promoters of SML (other than PTL), and unregistered shareholders who own theequity shares of SML, anytime before the close of the Offer, except the Acquirers, PACs, PTLand PSIDC

FEMA Foreign Exchange Management Act, 1999Form of Acceptance Form of Acceptance-cum-AcknowledgementInvestee Company(ies) Swaraj Mazda Limited (“SML”), Swaraj Engines Limited (“SEL”)

and Swaraj Automotives Limited (“SAL”)Letter of Offer This Letter of Offer dated September 9, 2003LSE Ludhiana Stock ExchangeManager / Manager to the Offer ICICI Securities LimitedNRIs Non-Resident IndiansNSDL National Securities Depository LimitedNSE The National Stock Exchange of India LimitedOffer Offer for acquisition of up to 20,97,340 fully paid-up equity shares of face value of Rs.10/- each

of SML representing 20% of the total voting capital at a price of Rs.140/- per Share, payable in cashOffer Price Rs.140/- per SharePersons Acting in Concert / PACs The persons acting / deemed to be acting in concert with the Acquirers for the purpose of this

Offer, viz., CDC Group Plc. (“CDC Group”), South Asia Regional Fund (“SARF”) and LatheInvestment Pte Ltd (“Lathe”)

PSIDC Punjab State Industrial Development Corporation LimitedPTL Punjab Tractors LimitedPublic Announcement / PA Announcement of the Offer made by the Acquirers on July 31, 2003RBI The Reserve Bank of IndiaRegistrar / Registrar to the Offer / MCS MCS LimitedRegulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 1997 and subsequent amendments thereofSEBI The Securities and Exchange Board of IndiaShare(s) / Equity Share(s) Fully paid-up equity share(s) of face value of Rs.10/- each of SML to be acquired pursuant to the

Offer not exceeding 20,97,340 Equity SharesSpecified Date August 29, 2003 (Friday)Target Company / SML Swaraj Mazda Limited

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1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAYBE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFTLETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THEDISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS.THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF SWARAJ MAZDA LIMITED TO TAKE AN INFORMEDDECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIALSOUNDNESS OF THE ACQUIRERS / PERSONS ACTING IN CONCERT OR OF THE COMPANY WHOSE SHARES / CONTROLIS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSEDIN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRERS ARE PRIMARILYRESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THISLETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THEACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE,THE MANAGER TO THE OFFER, ICICI SECURITIES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATEDAUGUST 13, 2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS)REGULATIONS, 1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT,HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES ASMAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

2. DETAILS OF THE OFFER

2.1 Background of the Offer2.1.1 This Offer is being made pursuant to the provisions of the Share Purchase Agreement and pursuant to Regulation 10 read with

Explanation (b) in Regulation 11, Regulation 12 and other applicable provisions of Chapter III of the Regulations, as pursuant tothe Agreed Acquisition of PTL Shares (as defined hereinbelow) and on completion of the acquisitions pursuant to the open offerto be made in respect of PTL, the Acquirers may acquire substantial shareholding and control over the Target Company as moreparticularly provided for in Clause 2.1.8.

2.1.2 CDC-PTL Holdings Limited (“CDC-PTL”), an unlisted company incorporated on July 25, 2003 in the Republic of Mauritius underthe (Mauritius) Companies Act, 2001, having its registered office at 4th Floor, Les Cascades, Edith Cavell Street, Port Louis,Republic of Mauritius and CDC Financial Services (Mauritius) Limited (“CDC FS”), an unlisted company incorporated on October3, 1995 in the Republic of Mauritius under the (Mauritius) Companies Act, 1984, having its registered office at Les Cascades, EdithCavell Street, Port Louis, Republic of Mauritius have entered into the Share Purchase Agreement with Punjab State IndustrialDevelopment Corporation Limited (“PSIDC”) (having its registered office at Udyog Bhawan, 18 Himalaya Marg, Sector 17Chandigarh, India; Tel No.(0172) 702-881; Fax No.(0172) 704-145) and Punjab Tractors Limited (“PTL”) to acquire from PSIDC all,but not less than all, its shareholding in PTL constituting 1,42,74,000 shares, representing 23.49% of the total voting capital ofPTL at a price of Rs.153/- per Share (“Bid Price”) by payment in cash (“PTL Sale Shares”).

2.1.3 The Acquirers executed the SPA with PSIDC and PTL on July 30, 2003. The SPA (in addition to the provisions of the Regulations)provides for CDC-PTL making an open offer to acquire the shares of SML.

2.1.4 For the purpose of this Offer, CDC Group Plc. (“CDC Group”), South Asia Regional Fund (“SARF”) and Lathe Investment Pte Ltd(“Lathe”) are the persons acting or deemed to be acting in concert (“PACs”) with CDC-PTL and CDC FS for the purpose of theRegulations. However, CDC Group, SARF and Lathe are not Acquirers and they have not purchased or agreed to purchase anyof the abovementioned shares in PTL from PSIDC, nor will they be purchasing any Shares in the proposed Offer, nor do theypresently hold any shares in any of the Acquirers. All purchases in the Offer will be made by CDC-PTL.

2.1.5 CDC FS made a bid for the acquisition of 1,42,74,000 fully paid-up equity shares of the face value of Rs.10/- each, representing23.49% of the total equity share capital of PTL held by PSIDC at a price of Rs.153/- per share, payable in cash. This bid wasdeclared successful and the Government of Punjab made a press release dated July 25, 2003 declaring CDC FS as the successfulbidder (“Agreed Acquisition of PTL Shares”). Pursuant to the acquisition of the PTL Sale Shares by CDC FS, the shareholding ofPSIDC in PTL will be reduced to nil equity shares representing 0% of the total voting capital of PTL.

2.1.6 Pursuant to the abovementioned bid, CDC FS intends to acquire the aforesaid 1,42,74,000 fully paid-up equity shares of PTLthrough CDC-PTL, a special purpose vehicle, inter alia, incorporated for such acquisition, subject to the approvals mentionedhereinafter.

2.1.7 PTL holds 30,45,000 fully paid-up equity shares of the face value of Rs.10/- each representing 29.04% of the total equity sharecapital of SML. PTL is also a promoter of the Target Company.

2.1.8 Pursuant to the Agreed Acquisition of PTL Shares, the Acquirers shall acquire PSIDC’s entire equity shareholding in PTL. PTL isa substantial shareholder of the Target Company. Further, on completion of the Agreed Acquisition of PTL Shares and oncompletion of the acquisitions pursuant to the public offer being made by the Acquirers in relation to PTL the Acquirers may acquiresubstantial shareholding and control over the Target Company. Hence this Offer is being made pursuant to Regulation 10 read withExplanation (b) in Regulation 11 and Regulation 12 of the Regulations.

2.1.9 The Acquirers are wholly owned subsidiaries of CDC Group Plc. (“CDC Group”) (erstwhile Commonwealth DevelopmentCorporation), a company incorporated in the United Kingdom.

SEBI, vide its letter dated December 31, 2002, had clarified to CDC Capital Partners that acquisition of shares by CDC GroupPlc. and its wholly owned subsidiaries in the ordinary course of business would be eligible for exemption under Regulation 3(1)(f)(v)of the Regulations.

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2.1.10 The Acquirers and PACs held nil equity shares of SML representing 0% of the paid-up equity share capital of SML as on the dateof the Public Announcement. During the period of last twelve months nil equity shares of SML were acquired and nil equity sharesof SML were sold by the Acquirers and PACs. Neither the Acquirers nor PACs nor any of their directors held and / or controlledany shares of SML, as on the date of the Public Announcement.

2.1.11 Pursuant to the provisions of the Share Purchase Agreement and pursuant to Regulation 10 read with Explanation (b) in Regulation11, Regulation 12 and other applicable provisions of Chapter III of the Regulations, CDC-PTL and CDC FS are making this Offerto the public shareholders of SML to acquire up to 20,97,340 Shares representing 20% of the total voting capital of SML at a priceof Rs.140/- per Share (“Offer Price”) payable in cash subject to the terms and conditions mentioned hereinafter (“the Offer”’). TheOffer is made to all the shareholders of SML (other than PTL, PSIDC, Acquirers and PACs).

2.1.12 Neither the Acquirers, nor the PACs, nor SML have been prohibited by SEBI from dealing in securities in terms of directions issuedu/s 11B of the SEBI Act or under any of the regulations made under the SEBI Act.

2.2 DETAILS OF THE OFFER

2.2.1 The Public Announcement was made on July 31, 2003 in all the editions of the following newspapers in accordance with Regulation15 of the Regulations:

Newspapers Language Editions

Financial Express English Bangalore, Chandigarh, Chennai, Kochi, Kolkata, Mumbai and New Delhi

Jansatta Hindi Kolkata and New Delhi

Punjabi Tribune Punjabi Chandigarh

The Public Announcement is also available on the SEBI website at www.sebi.gov.in.

2.2.2 Pursuant to and subject to the terms and conditions of this Letter of Offer, the Acquirers are hereby making an Offer to t he equityshareholders of SML to acquire from them up to 20,97,340 Shares (representing 20% of the total voting capital of SML) at a priceof Rs.140/- (Rupees one hundred forty only) per Share, payable in cash. Any upward revision in the Offer with respect to the OfferPrice will be announced in the abovementioned newspapers and the same price would be payable by the Acquirers for all theshares tendered anytime during the Offer.

2.2.3 The Shares will be acquired by the Acquirers, free from all liens, charges and encumbrances and together with all rights a ttachedthereto, including the right to all dividends, bonus and rights declared hereafter.

2.2.4 There are no outstanding partly paid-up shares of SML.

2.2.5 The Offer is not conditional on any minimum level of acceptance i.e. the Acquirers will acquire all the Shares that are tenderedin terms of the Offer up to 20,97,340 Shares, subject to the conditions specified in this Letter of Offer and Form of Acceptance-cum-Acknowledgement.

2.2.6 The Acquirers and PACs have not acquired any equity shares of SML since the date of the Public Announcement and up to thedate of this Letter of Offer.

2.2.7 Pursuant to this Offer, CDC FS shall acquire Shares only through CDC-PTL and shall not directly acquire any Shares of SML. NoShares shall be acquired by any of the PACs pursuant to this Offer.

2.3 OBJECT OF THE ACQUISITION / OFFER

2.3.1 The Offer is, inter alia, being made pursuant to the provisions of the Share Purchase Agreement and pursuant to Regulation 10read with Explanation (b) in Regulation 11, Regulation 12 and other applicable provisions of Chapter III of the Regulations aspursuant to the Agreed Acquisition of PTL Shares and on completion of the acquisitions pursuant to the open offer to be madein respect of PTL, the Acquirers may acquire substantial shareholding and control over the Target Company as more particularlyprovided for in Clause 2.1.8.

2.3.2 The Acquirers do not currently intend to dispose of or otherwise encumber any assets of the Target Company in the succeedingtwo years, except such disposals or encumbrances in the ordinary course of business of the Target Company and / or for thepurposes of restructuring, rationalizing and / or streamlining various operations, assets, liabilities, investments, businesses orotherwise of the Target Company. The Board of Directors of the Target Company will take appropriate decisions in these matters,as per the requirements of business and in line with opportunities or changes in the economic scenario, from time to time. Further,the Acquirers undertake not to sell, dispose of or otherwise encumber any substantial assets of the Target Company except withthe prior approval of the shareholders of the Target Company, in terms of the laws in force.

3. BACKGROUND OF THE ACQUIRERS AND PACs

3.1 Acquirer - CDC-PTL Holdings Limited (“CDC-PTL”)3.1.1 CDC-PTL is an unlisted company incorporated on July 25, 2003 in the Republic of Mauritius under the (Mauritius) Companies Act,

2001, having its registered office at 4th Floor, Les Cascades, Edith Cavell Street, Port Louis, Republic of Mauritius.

3.1.2 CDC-PTL has been incorporated by CDC FS inter alia with the objective of acquiring and holding shares in Punjab Tractors Limited,Swaraj Mazda Limited, Swaraj Engines Limited and Swaraj Automotives Limited pursuant to the Regulations and the SPA.

3.1.3 The entire issued and paid-up equity share capital of CDC-PTL consisting of 2 (two) equity shares (fully paid-up) of United StatesDollar (“US$”) 1 each aggregating to a nominal value of US$2 equivalent to Rs.92.22 is held by CDC FS. The Authorized Capital

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of CDC-PTL is US$100mn equivalent to Rs461.1 crores. CDC-PTL is a wholly owned subsidiary of CDC FS. Both CDC-PTL andCDC FS are wholly owned subsidiaries of CDC Group Plc. (One US$ = Rs.46.11; Source: Bloomberg, July 26, 2003)

3.1.4 CDC Group Plc. (erstwhile Commonwealth Development Corporation or “CDC Group”), which was incorporated as a statutorycorporation in 1948 in the United Kingdom was transformed from a statutory corporation to a public company limited by sharesunder the name of CDC Group Plc. on December 8, 1999. CDC Group is a leading investor in emerging markets. The principalactivities of CDC Group and its subsidiaries include: investing in long-term sustainable businesses in under-developed anddeveloping countries; mobilizing third party capital for investments in developing countries by offering investors acceptable risk-adjusted returns; and implementing social, environmental and ethical best practice investments in the form of risk capital,management of funds for third party investors and provision of corporate management expertise. Investments of CDC Group inSouth Asia (with the bulk of the investments concentrated in India), exceed Great Britain Pound (“GBP”) 100mn equivalent toRs.747.63 crores. (One GBP = Rs.74.7628; Source: Bloomberg, July 26, 2003)

3.1.5 With reference to SML, as CDC-PTL has not acquired any shares of SML prior to the date hereof, the provisions of Chapter I Iof the Regulations do not apply to CDC-PTL.

3.1.6 The Board of Directors of CDC-PTL is as below:

Name Residential Address

Mr. Kailash Sharma Ramnauth Balgobeen Lane, St. Paul, Phoenix, Republic of Mauritius

Mr. Marie Joseph Gaetan Bouic Poste Lafayette, Poste de Flacq, Republic of Mauritius

None of these directors are on the Board of Directors of SML.

3.1.7 Since CDC-PTL was incorporated on July 25, 2003, it has no audited / unaudited accounts and hence no historical financialinformation to report as on this date.

3.1.8 CDC-PTL has not promoted any company since its incorporation.

3.2 Acquirer – CDC Financial Services (Mauritius) Limited (“CDC FS”)3.2.1 CDC FS is an unlisted company incorporated on October 3, 1995 in the Republic of Mauritius under the (Mauritius) Companies

Act, 1984. It was granted an offshore certificate under Section 16(4) of the Mauritius Offshore Business Activities Act, 1992 onOctober 6, 1995. CDC FS has its registered office at Les Cascades, Edith Cavell Street, Port Louis, Republic of Mauritius. CDCFS is a wholly owned subsidiary of CDC Group Plc., United Kingdom.

3.2.2 CDC FS has been established to conduct the business of an investment holding company and to acquire, invest in and hold byway of investment shares and securities of various kinds, commodities and interest therein, to sell and deal in shares and securitiesof various kinds, commodities and interest therein, etc. It holds investments in various countries including South Africa, China,Malaysia, Pakistan, Sri Lanka and India.

3.2.3 CDC Group Plc. (erstwhile Commonwealth Development Corporation or “CDC Group”), which was incorporated as a statutorycorporation in 1948 in the United Kingdom was transformed from a statutory corporation to a public company limited by sharesunder the name of CDC Group Plc. on December 8, 1999. CDC Group is a leading investor in emerging markets. The principalactivities of CDC Group and its subsidiaries include: investing in long-term sustainable businesses in under-developed anddeveloping countries; mobilizing third party capital for investments in developing countries by offering investors acceptable risk-adjusted returns; and implementing social, environmental and ethical best practice investments in the form of risk capital,management of funds for third party investors and provision of corporate management expertise. Investments of CDC Group inSouth Asia (with the bulk of the investments concentrated in India), exceed GBP100mn equivalent to Rs.747.63 crores. (One GBP= Rs.74.7628; Source: Bloomberg, July 26, 2003)

3.2.4 As of December 31, 2002, the issued and paid-up equity share capital of CDC FS was GBP6.61mn (comprising of 66,05,656 Ashares of GBP1 each and 2,713 B shares of GBP1 each) equivalent to Rs.49.39 crores. (One GBP = Rs.74.7628; Source:Bloomberg, July 26, 2003)

3.2.5 With reference to SML, as CDC FS has not acquired any shares of SML prior to the date hereof, the provisions of Chapter II ofthe Regulations do not apply to CDC FS.

3.2.6 The Board of Directors of CDC FS is as below:


Mr. Kailash Sharma Ramnauth Balgobeen Lane, St. Paul, Phoenix, Republic of Mauritius

Mr. Marie Joseph Gaetan Bouic Poste Lafayette, Poste de Flacq, Republic of Mauritius

Mr. Robert Binyon 34, Edwards Square, London W8 6HH, United Kingdom

Mrs. Christiane Yeung Chin Shing D56, Clos Verger, Malartic Street, Rose Hill, Republic of Mauritius(Alternate to Mr. Kailash Sharma Ramnauth)


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3.2.7 The financial information of CDC FS, as audited by KPMG (Mauritius), is given below, in compliance with the provisions of Clause4.1.11 of Annexure I to the standard letter of offer format as prescribed by SEBI:

Profit and Loss Statement 6-mth ended 2002 2001 2000June 30, 2003 (Audited) (Audited) (Audited)(Certified (1))

GBPmn Rs. Cr. GBPmn Rs. Cr. GBPmn Rs. Cr. GBPmn Rs. Cr.

Income from operations (6.52) (48.75) 4.46 33.32 18.13 135.57 3.23 24.16

Other income 0.03 0.22 0.03 0.21 0.00 0.01 0.00 0.00

Total Income (6.49) (48.52) 4.49 33.53 18.13 135.58 3.23 24.16

Total Expenditure 1.72 12.86 8.49 63.46 3.81 28.49 4.35 32.54

Provisions and Write-Offs(2) (7.32) (54.73) 9.27 69.30 98.02 732.86 5.62 41.99

Profit before Depreciation,Interest and Taxes (0.89) (6.65) (13.27) (99.23) (83.70) (625.76) (6.74) (50.37)

Depreciation 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Interest 0.11 0.82 0.25 1.89 0.24 1.83 0.10 0.77

Profit Before Tax (1.00) (7.48) (13.53) (101.12) (83.94) (627.59) (6.84) (51.14)

Provision for Tax 0.00 0.00 0.16 1.17 0.03 0.21 0.00 0.00

Profit After Tax (1.00) (7.48) (13.68) (102.29) (83.97) (627.80) (6.84) (51.14)

Balance Sheet 6-mth ended 2002 2001 2000 Statement June 30, 2003 (Audited) (Audited) (Audited)

(Certified (1))

GBPmn Rs. Cr. GBPmn Rs. Cr. GBPmn Rs. Cr. GBPmn Rs. Cr.

Sources of Funds

Paid-up Equity ShareCapital – A Shares 6.61 49.39 6.61 49.39 0.01 0.07 0.01 0.07

Paid-up Equity ShareCapital – B Shares 0.00 0.02 0.00 0.02 0.00 0.02 0.00 0.02

Reserves and surplus (excludingrevaluationreserves) 171.72 1,283.83 172.72 1,291.30 148.02 1,106.66 191.00 1,427.93

Networth 178.33 1,333.25 179.33 1,340.71 148.03 1,106.75 191.01 1,428.02

Share Application Money 71.77 536.57 0.56 4.16 24.39 182.34 4.09 30.56

Secured Loans 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Unsecured Loans 0.00 0.00 3.28 24.49 0.00 0.00 6.70 50.09

Total 250.10 1,869.82 183.16 1,369.36 172.42 1,289.08 201.80 1,508.68

Uses of Funds

Net fixed Assets 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Revaluation of Assets 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Investments 246.12 1,840.06 187.53 1,402.05 186.29 1,392.75 211.16 1,578.70

Net Current Assets(3) 3.98 29.76 (4.37) (32.69) (13.87) (103.67) (9.37) (70.03)

Total MiscellaneousExpenditure Not Written-Off 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Total 250.10 1,869.82 183.16 1,369.36 172.42 1,289.08 201.80 1,508.68

Other Financial Data 6-mth ended 2002 2001 2000June 30, 2003 (Audited) (Audited) (Audited)(Certified (1))

GBP Rs. GBP Rs. GBP Rs. GBP Rs.

Dividend per Share (%) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Earnings per Share(4) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Return on Networth (%) 0.00 0.00 0.00 0.00

Book Value per Share(4)(5) 26.98 2,017.10 27.14 2,029.06 11,845.62 885,611.72 15,802.70 1,181,454.1

1) Unaudited results certified by Mr. Ashraf Ramtoola, member of The Association of Chartered Certified Accountants (Republicof Mauritius) vide his certificate dated September 11, 2003

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2) “Provisions” include provision for diminution in value of investments in subsidiaries (such as Nandi Investments Limited andPacific Rim Palm Oil Limited), provision for diminution in value of investments in associates (such as South Asia RegionalFund) and provision for diminution in value of other investments. “Write-Offs” include write-off of investments and loans

3) Include current assets such as funds receivable from CDC FS’s ultimate holding company (i.e. CDC Group Plc.), dividendand interest receivable on its investments; and current liabilities such as interest payable and funds payable to CDC FS’sultimate holding company (i.e. CDC Group Plc.) and its various investee companies

4) Computed based on total share capital (i.e. both A and B shares)

5) Excludes revaluation reserves and miscellaneous expenditures not written-off

(One GBP = Rs.74.7628, Source: Bloomberg, July 26, 2003)

3.2.8 Since its incorporation, CDC FS has promoted one company in India namely CDC Advisors Private Limited (“CAL”) – an unlistedcompany incorporated under The (Indian) Companies Act, 1956 on March 26, 1998. CAL’s registered office is at 11 Golf Links,New Delhi 110 003. As of 31 March 2003, the issued and paid-up share capital of CAL is Rs.93,719,420 comprising of 9,371,942equity shares of Rs.10/- each. CDC FS holds a 95.08% equity stake in CAL.

CAL provides advisory services to group companies and third parties.

Financial Information, as audited by S.B. Billimoria & Co. (Rs.)

Financial year ended March 31, 2003 March 31, 2002 March 31, 2001 March 31, 2000(Audited) (Audited) (Audited) (Audited)

Paid-Up Share Capital 9,37,19,420 9,37,19,420 9,37,19,420 9,37,19,420

Reserves and surplus (excludingrevaluation reserves) 30,90,400 (62,22,819) (1,52,88,576) (22,52,629)Total Income 13,92,58,954 12,87,29,090 8,65,14,918 8,54,34,621

Profit After Tax 77,15,993 90,65,757 (1,30,35,947) (13,30,612)

Earnings per Share 0.82 0.97 – –Book Value per Share(1) 10.33 9.34 8.37 9.76


3.3 Persons Acting in Concert for the purpose of the Offer:3.3.1 CDC Group Plc. (“CDC Group”) was incorporated as a statutory corporation by the Overseas Resources Development Act 1948

on February 11, 1948 in the United Kingdom as the Colonial Development Corporation. The name was subsequently changed tothe Commonwealth Development Corporation by the Commonwealth Development Act 1963. It was transformed from a statutorycorporation to a public company limited by shares under the name of CDC Group Plc. on December 8, 1999 by the CommonwealthDevelopment Corporation Act 1999. The registered office of CDC Group is at One Bessborough Gardens, London SW1V2JQ.

CDC Group is a leading investor in emerging markets. The principal activities of CDC Group and its subsidiaries include: investingin long-term sustainable businesses in under-developed and developing countries; mobilizing third party capital for investments indeveloping countries by offering investors acceptable risk-adjusted returns; and implementing social, environmental and ethical bestpractice investments in the form of risk capital, management of funds for third party investors and provision of corporatemanagement expertise.

Total size of CDC Group’s portfolio is GBP817mn equivalent to Rs.6,108.12 crores and is primarily distributed between Asia-Pacific,Africa and Latin America. Sectors where CDC Group has invested, with each region having different priorities, are agri-business,power, oil and gas and minerals, TMT, consumer goods, manufacturing, financial institutions and banks, etc. Investments of CDCGroup in South Asia (with the bulk of the investments concentrated in India), exceed GBP100mn equivalent to Rs.747.63 crores.As of December 31, 2002, the issued and paid-up equity share capital of CDC Group is GBP10mn equivalent to Rs74.76 crores,comprising 100mn ordinary shares of GBP0.1 each and 1 special rights redeemable preference share of GBP1. With referenceto SML, as CDC Group has not acquired any shares of SML prior to the date hereof, the provisions of Chapter II of the Regulationsdo not apply to CDC Group. (One GBP = Rs.74.7628; Source: Bloomberg, July 26, 2003) The shareholding structure of CDC Groupis as follows: 99,999,999 Ordinary shares held by Secretary of State for International Development and 1 Ordinary share held bySolicitor for the affairs of Her Majesty’s Treasury.

The Board of Directors of CDC Group is as follows:


Lord Cairns (Chairman) CDC Capital Partners, One Bessborough Gardens, London SW1V 2JQ

Professor Jonathan G. Kydd Broadstone Cottage, Westwell, KENT TN25 4LQ

Lalith de Mel 22 Chelwood Gardens, Kew, Richmond, SURREY TW9 4JQ

Peter Smitham Chairman, Permira Advisers Limited, 20 Southampton Street, London WC2B 7QG

Timothy Parker Chief Executive, Kwik-Fit Limited, 216 Main Street, Broxburn, West Lothian EH25 5AS

Mr. Andrew Williams Schroder Ventures (London) Limited, Burleigh House, 357 Strand, London WC2R 0HS

Richard Laing Great Lywood Farmhouse, Lindfield Road, Ardingly, WEST SUSSEX RH17 6SW

Andrew Reicher 60 Croftdown Road, London NW5 1EN

Paul Fletcher High Hollow, Icehouse Wood, Oxted, Surrey RH8 9DW

Nicholas Selbie Lawn House, 12 Hampstead Square, London NW3 1AB


8

The shares and securities of CDC Group are not listed on any security / stock exchange. Consequently, the financials of CDCGroup are not a part of public documents and are restricted for use by its shareholders. Hence, CDC Group has not disclosedany of its financials as part of this Letter of Offer.

Although the decisions of CDC FS and CDC-PTL are taken independently by CDC FS’s and CDC-PTL’s respective Boards ofDirectors, for the purpose of abundant caution, CDC Group is deemed to be a person acting in concert with the Acquirers for thepurpose of this Offer.

3.3.2 South Asia Regional Fund (“SARF”) was incorporated in the Republic of Mauritius on October 21, 1997 with the power to investin or for the benefit of the seven countries forming the South Asian Association for Regional Co-operation, namely Bangladesh,Bhutan, India, the Maldives, Nepal, Pakistan and Sri Lanka. SARF was launched in January 1998. It has its registered office atLes Cascades, Edith Cavell Street, Port Louis, Mauritius. SARF is a US$108.25mn equivalent to Rs.499.14 crores private equityfund (as of December 2002) focused on the South Asian region. It is the largest of the four regional funds raised during 1996-99 under the Commonwealth Private Investment Initiative, which was launched by Commonwealth Finance Ministers in 1995 andendorsed by Commonwealth Heads of Government in 1995. It is managed by International Venture Capital Management Limited,a Mauritius-incorporated subsidiary of CDC FS and is regulated by the Financial Services Commission. SARF is deemed to bea PAC for the purpose of the current Offer under clause 2(1)(e)(2)(i) of the Regulations as SARF is managed by an affiliate of CDCGroup Plc. SARF has not promoted any company since its incorporation. With reference to SML, as SARF has not acquired anyshares of SML prior to the date hereof, the provisions of Chapter II of the Regulations do not apply to SARF. As of December31, 2002, the issued and paid-up share capital is US$232,085 equivalent to Rs1.07 crores, comprising 103,370 ordinary A sharesof US$1 each, 27,062 ordinary B shares of US$1 each, 101,653 8% Cumulative Redeemable Preference shares of US$1 each.The shareholding structure is as follows:

Shareholder % Holding

CDC Financial Services (Mauritius) Limited 47.74

Industrial Development Bank of India 9.55

Seletar Fund Investments 9.55

Others 33.16

Total 100.00

The Board of Directors of SARF is as follows:


Mr. Desamanya Kandiah Balendra 47/1 Ward Place, Colombo 7, Sri Lanka

Mr. Munni Krishna T Reddy c/o State Bank of Mauritius, State Bank Tower, Place D’Armes, Port Louis,Republic of Mauritius

Mr. Robert Francis Binyon CDC Group Plc, One Bessborough Gardens, London SW1V 2JQ,United Kingdom

Mr. Joseph Andre Philip Juppin de Fondaumiere Dr Ernest Street, Floreal, Republic of Mauritius

Mr. David Gill 26210 Ingleton Circle, Easton, MD 21601, USA

Mr. Deepak Parekh Ramon House, 169 Backbay Reclamation, Mumbai - 400 020, India

Mr. Syed Babar Ali Packages Limited , Lahore 54760, Pakistan

Mr. Chowdhury Kamal Hyder Chamber Building, 122-124 Motijheel, Commercial Area, Dhaka 1000,Bangladesh


The financial information of SARF, as audited by KPMG (Mauritius), is given below, in compliance with the provisions of Clause4.1.11 of Annexure I to the standard letter of offer format as prescribed by SEBI:

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Profit and Loss Statement 6-mth ended 2002 2001 2000June 30, 2003 (Audited) (Audited) (Audited)(Certified (1))

US$mn Rs. Cr. US$mn Rs. Cr. US$mn Rs. Cr. US$mn Rs. Cr.

Income from operations 0.14 0.66 0.64 2.95 0.86 3.96 1.55 7.16

Other income 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Total Income 0.14 0.66 0.64 2.95 0.86 3.96 1.55 7.16

Total Expenditure 1.14 5.25 2.35 10.82 2.32 10.71 2.27 10.47

Provisions 2.37 10.93 3.73 17.20 6.75 31.12 0.79 3.66

Profit before Depreciation,Interest and Taxes (3.37) (15.53) (5.43) (25.06) (8.21) (37.86) (1.51) (6.97)

Depreciation 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Interest 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Profit Before Tax (3.37) (15.53) (5.43) (25.06) (8.21) (37.86) (1.51) (6.97)

Provision for Tax 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Profit After Tax (3.37) (15.53) (5.43) (25.06) (8.21) (37.86) (1.51) (6.97)

Provision for 8% CumulativePreference Dividend 3.88 17.89 7.12 32.81 5.36 24.72 3.95 18.22

Profit Attributable toCommon Stakeholders (7.25) (33.42) (12.55) (57.87) (13.57) (62.59) (5.46) (25.19)

Balance Sheet Statement 6-mth ended 2002 2001 2000June 30, 2003 (Audited) (Audited) (Audited)(Certified (1))

US$mn Rs. Cr. US$mn Rs. Cr. US$mn Rs. Cr. US$mn Rs. Cr.

Sources of Funds

Paid-up Equity ShareCapital – Ordinary A Shares 0.10 0.48 0.10 0.48 0.08 0.35 0.06 0.27

Paid-up Equity ShareCapital – Ordinary B Shares 0.03 0.12 0.03 0.12 0.02 0.07 0.01 0.05

Paid-up PreferenceShare Capital 0.10 0.47 0.10 0.47 0.07 0.34 0.06 0.27

Reserves and surplus(excluding revaluationreserves) 72.15 332.67 72.69 335.15 52.09 240.17 47.42 218.67

Networth 72.38 333.75 72.92 336.22 52.25 240.93 47.55 219.27

Share Application Money 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Secured Loans 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Unsecured Loans 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Other Liabilities 0.00 0.00 0.00 0.00 0.00 0.00 4.02 18.54

Deferred Tax Liability 0.93 4.30 0.93 4.30 0.00 0.00 0.00 0.00

Total 73.31 338.04 73.85 340.52 52.25 240.93 51.57 237.81

Uses of Funds

Net fixed Assets 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Investments 63.51 292.86 56.36 259.86 48.71 224.62 54.26 250.21

Revaluation of Investments (5.19) (23.91) (1.69) (7.77) (6.63) (30.55) (23.95) (110.43)

Net Current Assets 14.98 69.09 19.18 88.43 10.16 46.86 21.26 98.03

Total MiscellaneousExpenditure Not Written-Off 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Total 73.31 338.04 73.85 340.52 52.25 240.93 51.57 237.81

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Other Financial Data 6-mth ended 2002 2001 2000June 30, 2003 (Audited) (Audited) (Audited)(Certified (1))

US$ Rs. US$ Rs. US$ Rs. US$ Rs.

Dividend per Share (%) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Earnings per Share 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00


Book Value per Share(2)(3) 309.85 14,287.18 314.18 14,486.84 317.24 14,627.94 368.02 16,969.40

1) Unaudited results certified by Mr. Ashraf Ramtoola, member of The Association of Chartered Certified Accountants (Republicof Mauritius) vide his certificate dated September 11, 2003

2) Computed based on total share capital (ordinary A shares, ordinary B shares and preference shares)


(One US$ = Rs.46.11, Source: Bloomberg, July 26, 2003)

3.3.3 Lathe Investment Pte Ltd (“Lathe”) is an unlisted company incorporated on November 5, 2001 in Singapore under The (Singapore)Companies Act, Cap. 50. Lathe has its registered office at 168 Robinson Road, #37-01 Capital Tower, Singapore 068 912. Lathe,an investment holding company, is a wholly owned subsidiary of the Government of Singapore Investment Corporation (Ventures)Pte Ltd (“GIC Ventures”) and an affiliate of GIC Special Investments Pte Ltd (“GIC SI”). GIC Ventures is wholly owned by theMinister for Finance (Inc.) of the Government of Singapore. The Minister for Finance (Inc.) of the Government of Singapore is astatutory corporation set up by the Government of Singapore to own and administer government assets. GIC SI was set up in 1982as the private equity investment arm of Government of Singapore Investment Corporation Pte Ltd (“GIC”) and manages adiversified global portfolio of investments in venture capital and private equity funds, as well as direct investments in privatecompanies. GIC SI’s portfolio has since grown significantly. Its investments over the years have covered the areas of leveragedbuyouts, venture capital, growth capital, mezzanine financing, distressed situations and other special situation investments in NorthAmerica, Europe and the Asia Pacific region. Since inception, it has invested in over 400 fund partnerships and companies. Today,GIC SI ranks as one of the largest private equity investors worldwide. While Lathe is itself not an acquirer of the Shares of SMLand does not presently hold any share capital in the Acquirers, Lathe has agreed to finance a substantial portion of the fundsrequired for acquiring the Shares of SML by CDC-PTL. Lathe is providing finance through an optionally convertible loan, which isconvertible into equity shares of CDC-PTL at the option of Lathe and at the option of CDC-PTL, subject to the terms agreed tobetween the parties, with any such conversion done in accordance with applicable provisions of law. Considering the totality ofcircumstances, while Lathe is not an acquirer or a purchaser / principal for the purposes of the SPA, and may not, strictly speaking,be a PAC as per the definition in the Regulations, by way of abundant caution Lathe is being treated as a PAC for the currentAcquisition / Offer. Presently, Lathe does not hold any equity shares in the share capital of CDC-PTL. Lathe is entitled to appointone nominee director to the Board of CDC-PTL. Lathe has not promoted any company in India since its incorporation.

The Board of Directors of Lathe is as follows:


Ng Kin Sze 10 Puay Hee Avenue, Singapore 348 112

Kunna Chinniah 12 Countryside Grove, Singapore 789 967


The financial information of Lathe, as audited by KPMG (Singapore), is given below, in compliance with the provisions of Clause4.1.11 of Annexure I to the standard letter of offer format as prescribed by SEBI:

Financial year ended March 31, 2003 (Audited)

S$ Rs.

Paid-Up Share Capital 2.00 52.83

Reserves and surplus (excluding revaluation reserves) (4,048.00) (1,06,927.86)

Total Income 0.00 0.00

Profit After Tax (1,071.00) (28,290.45)

Earnings per Share (535.50) (14,145.23)

Book Value per Share(1) (2,023.00) (53,437.52)


(One S$ = Rs.26.415, Source: Bloomberg, July 26, 2003)

With reference to SML, as Lathe has not acquired any shares of SML prior to the date hereof, the provisions of Chapter II of theRegulations do not apply to Lathe. Lathe has a paid-up equity share capital of Singapore Dollar (“S$”) 2 equivalent to Rs.52.83.GIC Ventures, vide its letter dated July 30, 2003, has provided comfort that Lathe has in place firm arrangements for funds andmoney for payment through verifiable means to disburse the optionally convertible loan to CDC-PTL and that there are no liabilities,which would materially affect Lathe’s ability to disburse the aforesaid loan required for acquiring the Shares of SML by CDC-PTL.(One S$ = Rs.26.415, Source: Bloomberg, July 26, 2003)

11

3.4 The Acquirers do not currently intend to dispose of or otherwise encumber any assets of the Target Company in the succeedingtwo years, except such disposals or encumbrances in the ordinary course of business of the Target Company and / or for thepurposes of restructuring, rationalizing and / or streamlining various operations, assets, liabilities, investments, businesses orotherwise of the Target Company. The Board of Directors of the Target Company will take appropriate decisions in these matters,as per the requirements of business and in line with opportunities or changes in the economic scenario, from time to time. Further,the Acquirers undertake not to sell, dispose of or otherwise encumber any substantial assets of the Target Company except withthe prior approval of the shareholders of the Target Company, in terms of the laws in force.

3.5 The Acquirers intend to review from time to time SML’s business affairs and financial position. Based on such evaluation and review,as well as general economic and industry conditions existing at the time, the Acquirers may consider from time to time, variousalternative courses of action. Such actions may include the acquisition of additional equity shares through open market purchases,privately negotiated transactions, buy backs, tender offers, exchange offers or in any other manner; alternatively, such actions mayinvolve the sale of all or a portion of the Shares in the open market, in privately negotiated transactions, through public offers orotherwise, subject to the provisions of the Agreement and / or the applicable law at the relevant time.

3.6 Promoter(s) of the Target Company, with the sole exception of PTL, are eligible to participate in the Offer.

4. DELISTING OPTION TO THE ACQUIRERS IN TERMS OF REGULATION 21(3)

4.1 Pursuant to this Offer the public shareholding in SML will not be reduced to 10% or less of the voting capital of SML and thereforeRegulation 21(3) of the Regulations is not applicable.

5. BACKGROUND OF SML

5.1 Swaraj Mazda Limited (“SML”) is an existing public limited company incorporated on July 26, 1983 under the provisions of the(Indian) Companies Act, 1956, having its registered office at Village Asron, District Nawanshahar, Punjab – 140 001. SML is amanufacturer of Light Commercial Vehicles (“LCVs”). SML is a technical-cum-financial joint venture between PTL, Mazda MotorCorporation (“Mazda”), Japan and Sumitomo Corporation (“Sumitomo”), Japan for the manufacture of LCVs. The currentmanagement of SML is responsible for turning its operations around in the mid-1990s and completely wiping off accumulatedlosses by accelerating indigenization, improving buying practices and focusing on customer needs. SML has one production facilityat Asron, a village near Ropar in Punjab, with a manufacturing capacity of 6,000 vehicles (on a single shift basis). SML has a salesand service network comprising of 130 dealers managed by nine regional managers operating from across the country.

5.2 As on the date of the Public Announcement the total issued and paid-up equity share capital and voting rights of SML consistedof 1,04,86,700 fully paid-up equity shares of the face value of Rs.10/- each, aggregating to approximately Rs.10.49 crores. Therewere no partly paid-up shares in SML or convertible instruments outstanding as on the date of the Public Announcement. Noperson, directly or indirectly is entitled to subscribe to or be allotted any shares of the Target Company, by virtue of any agreement/ option / right.

The share capital structure of SML is as follows:

Paid-up Equity Shares of SML Number of Shares / Voting rights % of Shares / Voting Rights

Fully paid-up equity shares 1,04,86,700 100

Partly paid-up equity shares –– ––

Total paid-up equity shares 1,04,86,700 100

Total voting rights in SML 1,04,86,700 100

5.3 The equity shares of SML are listed on BSE, DSE, LSE and NSE. Based on information received from SML, SML is in compliancewith the listing requirements and no punitive action has ever been initiated against SML by any of the stock exchanges where itsshares are listed. Based on information received from SML, SML, PTL and other major shareholders of SML have complied withthe relevant provisions of Chapter II of the Regulations; however, during the year 2002 there was a delay of 78 days on SML’spart in compliance with Regulation 8(3) of Chapter II of the Regulations. Therefore, SEBI is in the process of initiating suitableaction against the Target Company for alleged non-compliance with Regulation 8(3) of Chapter II of the Regulations.

5.4 On July 31, 2003, the date of the Public Announcement, the Board of Directors of SML was as under:


Mr. S.C. Agrawal (Chairman) 53, Sectior 5-A, Chandigarh

Mr. T.K.A. Nair Ab-3, Purana Quila Road, New Delhi – 110 003

Mr. Harkirat Singh House No. 86, Phase 2, Mohali District, Ropar

Mr. S.K. Tuteja C-2-38, Tilak Lane, Tilak Marg, New Delhi

Mr. K.R. Lakhanpal 54, Sector 5-A, Chandigarh

Mr. T. Matsubara 4-3-41, Kougo-kita, Nishi-ku, Hiroshima City, Japan

Mr. K. Machida 1-23-12 Miharadai, Nerima-ku, Tokyo 177-0031, Japan

Mr. K. Nakajima 4-1-27, Kichijuji, Kitamachi, Musashino City, Tokyo, Japan

Mr. Y. Tatsuta 3-1, Shichi, Fuchu-cho, Aki-gun, Hiroshima 730 8670, Japan

Mr. T. Yoshimoto 1, Amrita Sher Gill Marg, New Delhi

Mr. Yash Mahajan 3, Sector 7, Panchkula (Haryana)(Vice-Chairman and Managing Director)

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Please note that all correspondence to the directors of SML must be addressed to the registered office address of SML, whichis Village Asron, District Nawanshahar, Punjab – 140 001.

5.5 Based on the information received from SML, there were no mergers, demergers and / or spin-offs involving SML during the lastthree years. The name of the Target Company at the time of incorporation was Swaraj Vehicles Limited. On November 27, 1984,the name of the Target Company was changed from Swaraj Vehicles Limited to Swaraj Mazda Limited.

5.6 The financial details of SML are as under, in compliance with the provisions of Clause 4.1.12 of Annexure I to the standard letterof offer format as prescribed by SEBI:

(in Rs. Lacs)

Profit and Loss Statement Financial year Financial year Financial year Financial yearended ended ended ended

March 31, 2003 March 31, 2002 March 31, 2001 March 31, 2000(Audited) (Audited) (Audited) (Audited)

Income from operations 37,230 29,564 23,596 18,555

Other income 0 0 0 0

Total Income 37,230 29,564 23,596 18,555

Total Expenditure 34,459 27,779 22,228 17,653

Profit before Depreciation, Interest and Tax 2,771 1,785 1,368 902

Depreciation 206 158 149 141

Interest 315 584 570 391

Profit Before Tax 2,250 1,043 649 370

Provision for Tax 789 366 250 86

Profit After Tax 1,461 677 399 284

Balance Sheet Statement Financial year Financial year Financial year Financial yearended ended ended ended


Sources of Funds

Paid-up Share Capital 1,049 1,049 1,049 1,049

Reserves and Surplus (Excluding 1,763 835 694 469Revaluation Reserves)

Networth 2,812 1,884 1,743 1,518

Secured Loans 382 20 780 306

Unsecured Loans 0 3,839 2,320 2,430

Total 3,194 5,743 4,843 4,254

Uses of Funds

Net fixed Assets 1,855 1,692 1,498 1,252

Investments 0 0 0 0

Net Current Assets(1) 1,339 4,051 3,345 3,002

Total Miscellaneous ExpendituresNot Written-Off 0 0 0 0

Total 3,194 5,743 4,843 4,254

Other Financial Data Financial year Financial year Financial year Financial yearended ended ended ended


Dividend (%) 45.00 25.00 15.00 10.00

Earnings per Share (Rs.) 13.93 6.46 3.80 2.70


Book Value per Share (Rs.) 26.81 17.96 16.60 14.47

(1) Includes deferred tax liability of Rs.219 lacs (2003), Rs.280 lacs (2002) and nil (2001 and 2000), created in accordance withAccounting Standard 22 issued by the Institute of Chartered Accountants of India

13

5.7 The equity shareholding in SML before the Offer and after the Offer (assuming full acceptance of the Offer) is given in the tablebelow:

Shareholders’ Shareholding / Shares / Voting Shareholding / Shareholding /Category Voting Rights prior Rights agreed Voting Rights to Voting Rights

to the Agreement / to be acquired, be acquired in the after the AcquisitionAcquisition and Offer which triggered off Open Offer (Assuming and Offer

the Regulations full acceptances) (A+B+C)=(D)(A) (B) (C) (D)

No. of % No. of % No. of % No. of %Shares Shares Shares Shares

1. Promoter Group

a) PSIDC; — — — — — — — —

b) Promoters otherthan (a) abovel PTL 30,45,000 29.0 — — — — 30,45,000 29.0

l Mazda(1) 16,38,000 15.6 — — — — 16,38,000 15.6

l Sumitomo(1) 10,92,000 10.4 — — — — 10,92,000 10.4

Total 1 (a+b) 57,75,000 55.1 — — — — 57,75,000 55.1

2. Acquirers / PACs

a) CDC-PTL — — — — 20,97,340 20.0 20,97,340 20.0b) CDC FS — — — — — — — —

c) CDC Group — — — — — — — —

d) SARF — — — — — — — —e) Lathe — — — — — — — —

Total 2 (a+b+c+d) — — — — 20,97,340 20.0 20,97,340 20.0

3. Parties to Agreement otherthan (1)(a) and (2) above — — — — — — — —

4. Public (other thanparties to Agreement,Acquirers and PACs)a) FIs / MFs / FIIs / 8,35,220 8.0 —

Banks / SFIs

b) Others 38,76,480 37.0 —

Total 4 (a+b) 47,11,700 44.9 — — (20,97,340) (20.0) 26,14,360 24.9

Grand Total(1+2+3+4) 1,04,86,700 100.0 — — — — 1,04,86,700 100.0

(% figures have been rounded-off)

(1) Assumed not to participate in the Offer. If it does, its equity shareholding in SML would decrease proportionately.

The number of shareholders of SML as on August 1, 2003 is 17,439.

Source: The above figures are based on the information provided by SML except holdings of the Acquirers / Persons Actingin Concert, which have been provided by the Acquirers / PACs.

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of Offer PriceThe equity shares of SML are listed on BSE, DSE, LSE and NSE. The Public Announcement by the Acquirers, pursuant to theAcquisition, provisions of the SPA, Regulation 10 read with Explanation (b) in Regulation 11, Regulation 12 and other applicableprovisions of Chapter III of the Regulations, was made on Thursday, July 31, 2003. The annualized trading turnover during thepreceeding six calendar months ended June 2003 on each of the stock exchanges it is listed on is detailed below:

Name(s) of stock Total number of shares Total number of Annualized tradingexchange(s) traded during six calendar listed shares turnover (in terms %

months ended June 2003 of total listed shares)

BSE 6,19,693 1,04,86,700 11.82%

DSE — 1,04,86,700 —

LSE — 1,04,86,700 —

NSE 7,97,626 1,04,86,700 15.21%

Source: Official data from the stock exchanges

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As the annualized trading turnover (by number of shares) on NSE and BSE is more than 5% of the total number of listed equityshares of SML, the equity shares of SML are deemed to be frequently traded in terms of the Regulations.

The Offer Price of Rs.140/- per Share is justified in terms of Regulation 20 of the Regulations, as it is the highest of the fo llowing:

a Bid Price Not Applicable

b Highest price paid by the Acquirers / PACs for acquisition, if any, including by way of allotmentin a public or rights or preferential issue during the 26-week period prior to the date of thePublic Announcement Not Applicable

c The average price calculated as per Regulations 20(4)(c) during the 26-week periodprior to the date of the Public Announcement on NSE, where it is most frequently traded Rs.91.96

d The average price calculated as per Regulations 20(4)(c) during the 2-week periodprior to the date of the Public Announcement on NSE, where it is most frequently traded Rs.132.94

The details of the price and volume data on the NSE are as under:

26-week Weekly High / Low

CLOSING PRICE AT NSE

Week Week High Low Average V olumeNumber Ending (Rs.) (Rs.) (Rs.) (Number of Shares)

1 29-Jan-03 69.65 66.15 67.90 11,9302 5-Feb-03 75.35 66.35 70.85 41,0933 12-Feb-03 72.05 68.55 70.30 8,0704 20-Feb-03 72.60 69.85 71.23 16,8845 27-Feb-03 75.05 73.50 74.28 11,3906 6-Mar-03 77.35 73.00 75.18 32,1187 13-Mar-03 71.95 69.00 70.48 13,0198 22-Mar-03 70.35 68.20 69.28 7,9219 28-Mar-03 68.25 67.70 67.98 11,11310 4-Apr-03 75.55 66.00 70.78 23,54011 11-Apr-03 80.85 74.40 77.63 39,38512 22-Apr-03 85.15 80.00 82.58 36,98413 29-Apr-03 85.45 83.30 84.38 20,10014 7-May-03 84.65 81.05 82.85 23,24015 14-May-03 92.70 83.60 88.15 30,10416 21-May-03 95.15 93.35 94.25 36,71517 28-May-03 96.45 95.25 95.85 27,92718 4-Jun-03 95.45 91.15 93.30 20,23119 11-Jun-03 105.70 93.15 99.43 80,68120 18-Jun-03 111.60 103.80 107.70 87,86521 25-Jun-03 129.05 109.75 119.40 149,26222 2-Jul-03 130.80 128.30 129.55 54,88123 9-Jul-03 130.75 127.95 129.35 56,21624 16-Jul-03 134.45 128.95 131.70 58,30925 23-Jul-03 133.00 128.05 130.53 199,95826 30-Jul-03 141.00 131.15 136.08 68,993

Source: Quotes from NSE

2-week Daily High / LowINTRA-DAY PRICE AT NSE

Day Date High Low Average V olumeNumber (Rs.) (Rs.) (Rs.) (Number of Shares)

1 17-Jul-03 134.80 130.00 132.40 35,833

2 18-Jul-03 133.85 129.00 131.43 28,864

3 21-Jul-03 136.80 131.00 133.90 119,376

4 22-Jul-03 134.00 127.05 130.53 6,287

5 23-Jul-03 132.00 129.10 130.55 9,598

6 24-Jul-03 132.50 131.00 131.75 2,289

7 25-Jul-03 133.50 130.60 132.05 23,162

8 28-Jul-03 136.00 131.05 133.53 14,973

9 29-Jul-03 138.00 135.00 136.50 18,233

10 30-Jul-03 141.00 132.50 136.75 10,336

Source: Quotes from NSE

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As the annualized trading turnover (by number of shares) on DSE and LSE is less than 5% of the total number of listed shares,the shares of SML are deemed to be infrequently traded on DSE and LSE. The Offer Price of Rs.140/- per Share is justified interms of Regulation 20(5) of the Regulations as it is the highest of the following:

a Bid Price Not Applicable

b Highest price paid by the Acquirers / PACs for acquisition, if any, includingby way of allotment in a public or rights or preferential issue during the26-week period prior to the date of the Public Announcement Not Applicable

c The other parameters as mentioned below

The other parameters as mentioned below:

Parameter Audited Results for year Audited Results for yearended March 31, 2002 (1) Aended March 31, 2003 (2)

Return on Average Networth 37.33% 62.22%

Book Value (Rs. crores) 18.84 28.12

Book Value per Share (Rs.) 17.96 26.81

Earnings per Share (Rs.) 6.46 13.93

PE (based on Offer Price) 21.67 10.05

Industry PE(3) N.A. 19.2

1: Source: Annual Report

2: Source: SML

3: Source: Capital Market Vol. XVIII/10, August 3, 2003

In the opinion of the Manager to the Offer, the Acquirers and the PACs, the Offer Price is justified as per Regulation 20 of theRegulations.

If the Acquirers acquire shares after the date of Public Announcement up to 7 working days prior to the close of the Offer at aprice higher than the Offer Price, then the highest price paid for such acquisition shall be payable for all the valid acceptancesreceived under the Offer.

6.2 Financial Arrangement for the Offer6.2.1 The total fund requirement for the acquisition of Shares pursuant to the Offer, held by the public shareholders of SML up to

20,97,340 fully paid-up equity shares representing 20% of its voting capital, at Rs.140/- per Share, is Rs.29,36,27,600/-, assumingthat full acceptance for the Offer is received. The Offer will be funded primarily through funds received by CDC-PTL from (a) CDCFS by way of equity share capital and / or (b) Lathe by way of a subordinate loan and / or (c) borrowings from Standard CharteredBank on such terms as are agreed to by the parties to the loan. Standard Chartered Bank, banker of CDC-PTL having its officeat Level 8, Happy World House, 37 Sir William Newton Street, Port Louis, Republic of Mauritius (Tel. No.(230) 213-9000; FaxNo.(230) 208-5992), vide its letter dated July 30, 2003 has certified that CDC-PTL has made adequate arrangements to meet thefinancial requirements of the Offer obligation. The Manager to the Offer is satisfied about the ability of the Acquirers to implementthe Offer in accordance with the Regulations as firm arrangements for funds and money for payment through verifiable means arein place to fulfil the Offer obligations.

6.2.2 In accordance with Regulation 28 of the Regulations, CDC-PTL has created an escrow account with Standard Chartered Bankhaving its office at Level 8, Happy World House, 37 Sir William Newton Street, Port Louis, Republic of Mauritius for US$1,591,995equivalent to Rs.7,34,06,900/-, deposited in cash, being 25% of the consideration payable under the Open Offer assuming fullacceptances. On receipt of the requisite approval from the Reserve Bank of India, the total cash deposited in the escrow accountwill be transferred from the aforesaid bank account to an account with Standard Chartered Bank branch located in New Delhi, Indiahaving its office at 17, Parliament Street, New Delhi 110 001. CDC-PTL has, while opening the account, empowered ICICISecurities Limited, Manager to the Offer, to instruct Standard Chartered Bank to issue a banker’s cheque or demand draft for theamount lying to the credit of the escrow account, as provided in the Regulations. (One US$ = Rs.46.11, Source: Bloomberg, July26, 2003)

7. TERMS AND CONDITIONS OF THE OFFER

7.1 The Offer to the shareholders of SML to acquire up to 20,97,340 fully paid-up equity shares representing 20% of the voting capitalof SML at Rs.140/- per Share is being made pursuant to the provisions of the Share Purchase Agreement and pursuant toRegulation 10 read with Explanation (b) in Regulation 11, Regulation 12 and other applicable provisions of Chapter III of theRegulations, as pursuant to the Agreed Acquisition of PTL Shares and on completion of the acquisitions pursuant to the open offerto be made in respect of PTL, the Acquirers may acquire substantial shareholding and control over the Target Company as moreparticularly provided for in Clause 2.1.8.

7.2 The Letter of Offer together with the Form of Acceptance-cum-Acknowledgement and Form of Withdrawal will be mailed to theshareholders of SML whose names appear on the Register of Members of SML and beneficial owners of the shares of SML, whosenames appear as beneficiaries on the records of the respective Depositories, at the close of the Business Hours on August 29,2003 (the Specified Date), except to the Acquirers, PACs, PTL and PSIDC. Accidental omission to despatch this Letter of Offerto any person to whom this Offer is made or the non-receipt or delayed receipt of this Letter of Offer by any such person will notinvalidate this Offer in any way.

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7.3 Equity shares of SML that are subject matter of litigation or are held in abeyance due to pending court cases, wherein theshareholder(s) of SML may be precluded from transferring the shares during pendency of the said litigation are liable to be rejectedin case directions / orders regarding these shares are not received together with the shares tendered under the Offer. The Letterof Offer in some of these cases, wherever possible would be forwarded to the concerned statutory authorities for further actionat their end.

7.4 The shares will be acquired by the Acquirers, free from all liens, charges and encumbrances and together with all rights attachedthereto, including the right to all dividends, bonus and rights declared hereafter.

7.5 The Offer is not conditional on any minimum level of acceptance i.e. the Acquirers will acquire all the Shares that are tenderedin terms of the Offer up to 20,97,340 Shares, subject to the conditions specified in this Letter of Offer and Form of Acceptance-cum-Acknowledgement.

7.6 If there is any upward revision of the Offer price by the Acquirers till the last date for revision viz. October 7, 2003 or withdrawalof the Offer, the same would be informed by way of a Public Announcement in the same newspapers in which the original PublicAnnouncement had appeared. Such revised Offer Price would be payable for all the shares tendered anytime during the Offer andaccepted under the Offer.

7.7 Shareholders who wish to tender their shares should submit documents in accordance with the procedure specified in Section 8of this Letter of Offer and the Form of Acceptance-cum-Acknowledgement.

7.8 Shareholders who hold shares in physical form and who wish to tender their shares will be required to send the Form ofAcceptance-cum-Acknowledgement, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer –MCS Limited, Sri Venkatesh Bhavan, Plot No. 27, Road No. 11, MIDC Area, Andheri (East), Mumbai 400 093 either by handdelivery during Business Hours or by registered post so that the same are received on or before the close of the Offer i.e. October17, 2003 in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance-cum-Acknowledgement.

7.9 The Registrar to the Offer has opened a special depository account with Standard Chartered Bank, as the Depositary Participantin National Securities Depository Limited (“NSDL”) styled “MCS Limited Escrow A/c - SML Open Offer”.

The details of the special depository account are as under:

DP Name Standard Chartered Bank

Depository Identification Number (DP ID) IN301524

Client Identification Number (Beneficiary Client ID) 30004357

7.10 Beneficial owners (holders of shares in dematerialized form) who wish to tender their shares will be required to send their Formof Acceptance-cum-Acknowledgement along with a photocopy of the delivery instruction slip in “off-market” mode or counterfoil ofthe delivery instruction slip in “off-market” mode, duly acknowledged by the Depository Participant (“DP”). The delivery instructionslip in favour of “MCS Limited Escrow A/c - SML Open Offer” should be sent to the Registrar to the Offer: MCS Limited, SriVenkatesh Bhavan, Plot No. 27, Road No. 11, MIDC Area, Andheri (East), Mumbai 400 093 (Tel. No.(022) 2821-5235; Fax No.(022)2835-0456) either by hand delivery during Business Hours or by registered post so as to reach on or before the close of Offeri.e. October 17, 2003 in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance-cum-Acknowledgement. Beneficial owners should ensure to credit their shares in favour of the special depository account beforethe close of the Offer.

Shareholders having their beneficiary account in Central Depository Services (India) Limited (“CDSL”) will have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with NSDL,as mentioned in para 7.9 above.

7.11 Locked-in Shares:There are no locked-in shares in SML.

7.12 Eligibility for Accepting the Offer:The present Offer is being made to all the shareholders of SML, except the Acquirers, PACs, PTL and PSIDC, whose names appearas on the Specified Date (i.e. August 29, 2003) and also to those persons, except the Acquirers, PACs, PTL and PSIDC, who ownthe shares at any time prior to the close of the Offer but are not registered shareholders.

7.13 Marketable LotThe marketable lot for the shares of SML is 1 (one) share as the shares of SML can be traded on the secondary market onlyin dematerialized form.

7.14 Statutory Approvals and Conditions of the Offer:The Offer is subject to the following statutory and regulatory approvals being obtained:

i) Approval of the Foreign Investment Promotion Board (“FIPB”) / the Secretariat of Industrial Assistance (“SIA”), or any otherappropriate authority of the Government of India, and a subsequent approval from the Reserve Bank of India (“RBI”) underthe Foreign Exchange Management Act, 1999 (“FEMA”);

ii) Approval of RBI under FEMA to acquire the Shares from all non-resident Indian / OCB shareholders, if required, for acquiringand transferring the Shares tendered under the Offer.

The Acquirers made an application dated July 31, 2003 to FIPB in this respect. To the best of the knowledge of the Acquirers,as on the date of the Public Announcement, there were no other statutory approvals required to implement the Offer, other than

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those indicated above. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals.The Acquirers will have a right not to proceed with the Offer in the event the statutory approvals indicated above are refused interms of Regulation 27 of the Regulations. No approvals are required from FIs / Banks for the Offer.

In case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time to the Acquirers for payment ofconsideration to the shareholders of SML, subject to the Acquirers agreeing to pay interest for the delayed period as directed bySEBI in terms of Regulation 22(12) of the Regulations. Further, if the delay occurs on account of wilful default by the Acquirersin obtaining the requisite approvals, Regulation 22(13) of the Regulations will also become applicable.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

8.1 Shareholders of SML who wish to avail of this Offer should forward the undermentioned documents by hand delivery or registeredpost to the Registrar at their Office - MCS Limited, Sri Venkatesh Bhavan, Plot No. 27, Road No. 11, MIDC Area, Andheri (East),Mumbai 400 093 (Tel. No.(022) 2821-5235; Fax No.(022) 2835-0456; Email Address: [email protected]; Contact Person: Mr.Ashok Gupta) or by hand delivery only at the collection centres given under para 8.12 below, on or before the close of BusinessHours on October 17, 2003 (offer closing day). Shareholders are advised to ensure that the Form of Acceptance-cum-Acknowledgement and other documents are complete in all respects otherwise the same is liable to be rejected. In thecase of dematerialized shares, the shareholders are advised to ensure that their shares are credited in favour of the specialdepository account, before the close of the Offer. The Form of Acceptance-cum-Acknowledgement of such dematerializedshares not credited in favour of the special depository account before the close of the Offer is liable to be rejected.

8.2 Registered shareholders (holders of shares in physical form) should enclose:l Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein,

by all shareholders whose names appear on the share certificates

l Original share certificate(s)

l Valid share transfer deed(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the sameorder and as per specimen signatures registered with SML and duly witnessed at the appropriate place(s)

8.3 Beneficial owners (holders of shares in dematerialized form) should enclose:l Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein

by all the beneficial holders of shares, as per the records of the Depository Participant (“DP”)

l Photocopy of the delivery instruction slip in “Off-market” mode or counterfoil of the delivery instruction slip in “Off-market” mode,duly acknowledged by the DP

The details of the special depository account are as follows:

Name of the Depository Depository Identification No. Client Identification No.Participant (DP ID) (Beneficial Client ID)

Standard Chartered Bank IN301524 30004357

8.4 Unregistered shareholders should enclose:l Form of Acceptance-cum-Acknowledgement or an application on plain paper, duly completed and signed in accordance with

the instructions contained therein (refer paras 7.8, 7.9 and 7.10 above)

l Original share certificate(s)

l Copy of the original contract note issued by the broker through whom the shares were acquired

l Proof of lodgement of shares for transfer and acknowledgement thereof by SML or its registrar and share transfer agent (ifthe share certificates have already been lodged for transfer)

l Valid share transfer deed(s) duly signed by a registered holder and an additional valid transfer deed duly signed by theunregistered shareholder as the transferor

No indemnity is required from the unregistered owners.

8.5 Owners of shares who have tendered their shares for transfer should enclose:l Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein

l Copy of the letter sent to SML for transfer of shares

l Valid share transfer deed(s) including valid transfer deed duly signed by the unregistered shareholder as the transferor

8.6 Shareholders who have sent their physical shares for dematerialization may participate in the Offer by submitting the Form ofAcceptance-cum-Acknowledgement along with a copy of the dematerialization request form duly acknowledged by the DepositoryParticipant. Shareholders who have sent their physical shares for dematerialisation need to ensure that the process of gettingshares dematerialized is completed well in time so that the credit in the special depository account should be received on or beforethe close of the Offer, i.e. by October 17, 2003, else the application would be rejected.

8.7 The share transfer deed should list CDC-PTL Holdings Limited as the transferee / buyer. All other requirements for valid transferwill be a precondition for valid acceptance.

8.8 The share certificate(s), share transfer deed(s) and the Form of Acceptance-cum-Acknowledgement should be sent onlyto the Registrar to the Offer and not to the Manager to the Offer or the Acquirers or the PACs or the Target Company.

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8.9 In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the Registrar to the Offer on a plainpaper stating acceptance of the Offer with name, address, number of shares held, distinctive numbers, folio numbers, number ofshares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of theOffer, i.e October 17, 2003 or in case of beneficial owners they may send their application in writing to the Registrar to the Offeron a plain paper stating acceptance of the Offer with name, address, number of shares held, number of shares offered, DP name,DP ID, beneficiary account number and a photocopy of the delivery instruction slip in “Off-market” mode or counterfoil of thedelivery instructions slip in “Off-market” mode, duly acknowledged by the DP, in favour of the special depository account, so asto reach the Registrar to the Offer, on or before the close of the Offer, i.e. October 17, 2003.

8.10 Alternatively, the Letter of Offer and Form of Acceptance-cum-Acknowledgement will be available on SEBI’s website:www.sebi.gov.in, from the date of opening of the Offer. The eligible persons can download the Form of Acceptance-cum-Acknowledgement from the SEBI’s website and apply in the same.

8.11a) As per the provisions of Section 196D(2) of the Income Tax Act, 1961 (“the Income Tax Act”), no deduction of tax at

source shall be made from any income by way of capital gains arising from the transfer of securities referred to inSection 115AD payable to a Foreign Institutional Investor (“FII”) as defined in Section 115AD of the Income Tax Act.

b) However, while tendering their shares under the Offer, NRIs, OCBs and other non-resident shareholders will berequired to submit a No Objection Certificate (NOC) or Tax Clearance Certificate or Certificate for Deduction of Tax atLower Rate from Income Tax authorities under the Income Tax Act indicating the amount of tax to be deducted by theAcquirers before remitting the consideration. In case the aforesaid NOC or Tax Clearance Certificate or Certificate forDeduction of Tax at Lower Rate is not submitted, the Acquirers will arrange to deduct tax at the maximum marginalrate as may be applicable to the category of shareholders on the entire consideration amount payable to suchshareholders.

c) Non-resident shareholders should enclose a copy of the permission received by them from RBI to acquire the sharesheld by them in SML. In case the shares are held on a repatriation basis, the non-resident shareholder should obtainand enclose a letter from its authorized dealer / bank confirming that at the time of acquiring the said shares, paymentfor the same was made by the non-resident shareholder from the appropriate account (e.g. NRE A/c) as specified byRBI in its approval. In case the non-resident holder is not in a position to produce the said certificate, the shares wouldbe deemed to have been acquired on non-repatriation basis and in that case the holder shall submit a consent letteraddressed to the Acquirers, allowing the Acquirers to make the payment on a non-repatriation basis in respect of thevalid Shares accepted under the Offer.

d) If any of the above stated documents (as applicable) are not enclosed along with the Form of Acceptance-cum-Acknowledgement, the Shares tendered under the Offer are liable to be rejected.

8.12 The Form of Acceptance-cum-Acknowledgement along with the share certificate(s), signed transfer deed and other documentsshould be submitted at any of the collection centres below in accordance with the procedure as set out in the Letter of Offer. Allthe centres mentioned hereinbelow would be open on all working days as follows :

Business Hours: Monday to Friday – 10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.; Saturday – 10.00 a.m. to 1.00 p.m. (closedon Sundays and public holidays)

Name and Address of Contact Person Mode of Delivery Telephone Number Fax Numberthe Collection Centre

MCS Limited Mr. Hari Singh Hand Delivery (079) 658-2878 (079) 658-4027101, Shatdal Complex, 1st FloorOpp. Bata ShowroomAshram RoadAhmedabad 380 009

MCS Limited Mr. J. P. Mehta Hand Delivery (0265) 233-9397 (0265) 234-1639Neelam Apartments88, Sampatrao ColonyB/H Federation BuildingAlkapuri, Baroda 390 007

MCS Limited Mr. S. K. Jhanwar Hand Delivery (033) 2476-7350 (033) 2474-767477-2A, Hazra Road3rd & 5th FloorKolkata 700 029

MCS Limited Mr. Ashok Gupta Registered Post / (022) 2821-5235 (022) 2835-0456Sri Venkatesh Bhavan Hand DeliveryPlot No.27, Road No.11MIDC Area, Andheri (East)Mumbai 400 093

MCS Limited Mr. Rajendra G. Hand Delivery (022) 2269-1266 (022) 2269-1567C/o Ghia Textile Products Co.Agra Building, 1st Floor, Room 5Above Bank of BarodaUniversity Branch121, M G Road, FortMumbai 400 001

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MCS Limited Mr. D C Verma Hand Delivery (011) 2649-1784 (011) 2649-4152Sri Venkatesh Bhavan212-A, ShahpurjatNew Delhi 110 049

MCS Limited Mr. Pramod N. Hand Delivery (9520) 401-7205 (9520) 612-9597116/118, Akshay Complex RanadeOff Dhole Patil RoadNear Ganesh MandirPune 411 001

MCS Limited Mr. N Swaminathan Hand Delivery (044) 2524-0121 (044) 2522-3306New No.118 Old No.591st Floor, Moore StreetGeorge Town, Chennai 600 001

MCS Limited Mr. Sunil Dutt Vyas Hand Delivery (0141) 236-8071 (0141) 236-9250C/o Agarwal Infin Consultants Pvt. Ltd.1st Floor, 108 Anukampa Mansion IIOpp Raymond ShowroomM I Road Jaipur 302 004

Standard Chartered Bank Mr. Manoj Sehgal Hand Delivery (0172) 372-883 (0172) 372-883SCO 137-138, Sector 9 CMadhya Marg, Chandigarh

8.13 Applicants who cannot hand deliver their documents at the collection centres referred to above, may send the same by RegisteredPost, at their own risk and cost, to the Registrar to the Offer at its address given below:

MCS LimitedSri Venkatesh Bhavan, Plot No. 27, Road No. 11MIDC Area, Andheri (East)Mumbai 400 093

8.14 The payment of consideration will be made by the Acquirers in cash through crossed account payee cheque, demand draft or payorder sent by Registered Post for amounts exceeding Rs.1,500/- and UPC otherwise to those shareholders / unregistered owners,which would be dispatched to the shareholders / unregistered owners at their own risk, whose shares / share certificates and otherdocuments are found in order and accepted by the Acquirers. In case of joint registered holders, cheques / demand drafts / payorders will be drawn in the name of the sole / first named holder / unregistered owner and will be sent to him / her. It is desirablethat shareholders provide bank details in the Form of Acceptance-cum-Acknowledgement, so that the same can beincorporated in the cheque / demand draft / pay order.

8.15 In case the Shares tendered in the Offer are more than the shares to be acquired under the Offer, the acquisition of Shares fromeach shareholder will be in accordance with Regulation 21(6) of the Regulations, on a proportionate basis.

8.16 Unaccepted share certificate(s), transfer deed(s) and other documents, if any, will be returned by Registered Post at theshareholders’ / unregistered owners’ sole risk to the sole / first named shareholder / unregistered owner. Except that, in case theshare certificates tendered have to be split, the Acquirers will arrange to split the share certificates and send the balance sharecertificates (for Shares not accepted in the Offer) by Registered Post at the shareholders’ / unregistered owners’ sole risk to thesole / first named shareholder / unregistered owner. Unaccepted Shares held in dematerialized form will be credited back to thebeneficial owners’ depositary account with the respective depository participant as per the details furnished by the beneficial ownerin the Form of Acceptance-cum-Acknowledgement or otherwise.

8.17 The Registrar to the Offer will hold in trust the Share(s) / share certificate(s), shares lying in credit of the special de positoryaccount, Form of Acceptance-cum-Acknowledgement and the transfer deed(s), if any, on behalf of the shareholders / unregisteredowner(s) of SML who have accepted the Offer, till the Acquirers complete the Offer obligations in terms of the Regulations latestby November 14, 2003. Upon completion of the above, the Registrar to the Offer will debit the special depository account to theextent of Shares accepted by the Acquirers and give instruction to credit the beneficial account of the Acquirers.

8.18 The Acquirers shall complete all procedures relating to the Offer latest by November 14, 2003. In case of delay in receipt ofstatutory approvals, SEBI has the power to grant extension of time to the Acquirers for payment of consideration to theshareholders, subject to the Acquirers agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation22(12) of the Regulations. Further, if the delay occurs on account of willful default by the Acquirers in obtaining the requisi teapprovals, Regulation 22(13) of the Regulations will also become applicable.

8.19 In terms of Regulation 22(5A) of the Regulations, shareholders desirous of withdrawing their acceptances tendered in the Of fercan do so up to three working days prior to the close of the Offer, i.e. by October 14, 2003. The withdrawal option can be exercisedby submitting the Form of Withdrawal as per the instructions below, so as to reach the Registrar to the Offer at MCS Limited, SriVenkatesh Bhavan, Plot No. 27, Road No. 11, MIDC Area, Andheri (East), Mumbai 400 093, India either by hand delivery on alldays (excluding Sundays and bank holidays): Monday to Friday - 10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.; Saturday –10.00 a.m. to 1.00 p.m. or by Registered Post, on or before Tuesday, October 14, 2003.

The withdrawal option can be exercised by submitting the Form of Withdrawal along with the copy of acknowledgement slip issuedat the time of submission of the Form of Acceptance cum Acknowledgement. In case of non-receipt of the Form of Withdrawal,the withdrawal option can be exercised by making an application on plain paper along with the following details:

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— In case of physical shares: name, address, distinctive numbers, folio number, share certificate number, number of sharestendered, date of tendering the shares;

— In case of dematerialized shares: name, address, number of shares tendered, DP name, DP ID, date of tendering the shares,beneficiary account number and a photocopy of the delivery instructions in “off-market” mode or counterfoil of the deliveryinstruction in “off-market” mode, duly acknowledged by the DP, in favour of “MCS Limited Escrow A/c - SML Open Offer”.

9. DOCUMENTS FOR INSPECTION

The following material documents are available for inspection at the office of the Manager to the Offer, ICICI Securities Limited,41/44, Minoo Desai Marg, Colaba, Mumbai 400 005, from 10.30 a.m. to 1.00 p.m. on any working day, except Saturdays, Sundaysand holidays, until the Offer closes:

a) Certificate of Incorporation, Memorandum of Association and Articles of Association of CDC-PTL, CDC FS, CDC Group, SARFand Lathe;

b) Certificate of Incorporation, Memorandum of Association and Articles of Association of SML;

c) Audited annual reports of CDC FS and SARF for the financial years ended December 31, 2000, 2001, 2002 and unauditedresults for the six months ended June 30, 2003 certified by Mr. Ashraf Ramtoola, member of The Association of CharteredCertified Accountants (Republic of Mauritius), and audited annual report of Lathe for the financial year ended March 31, 2003;

d) Audited annual reports of SML for the financial years ended March 31, 2000, 2001, 2002 and 2003;

e) Copy of Share Purchase Agreement dated July 30, 2003;

f) Published copy of Public Announcement dated July 31, 2003;

g) Copy of the letter from SEBI in terms of proviso to Regulation 18(2) of the Regulations;

h) Letter dated July 30, 2003 from Standard Chartered Bank confirming that CDC-PTL has adequate resources to meet thefinancial obligations relating to the Offer;

i) Letter dated July 30, 2003 from Standard Chartered Bank confirming deposit of an amount equivalent to at least 25% of Offerobligation up to Rs.100 crores and 10% thereafter, in the cash escrow account;

j) Copy of Escrow Agreement;

k) Copy of agreement with Depository Participant for opening a special depository account for the purpose of the Offer;

l) Copy of Board Resolutions of CDC-PTL and CDC FS authorizing the Offer;

m) Copy of the Board Resolutions of CDC-PTL, CDC FS and Lathe authorizing severally Mr. Steven Enderby or Mr. Girija ShankerTripathy or Mr. G. Rathinam as authorized signatories to the Letter of Offer;

n) Letter dated July 30, 2003 from GIC Ventures providing comfort on Lathe’s ability to disburse the optionally convertible loanto CDC-PTL.

10. DECLARATION BY THE ACQUIRERS (INCLUDING PACs)

The Boards of Directors of the Acquirers accept full responsibility for the information contained in this Letter of Offer and Formof Acceptance-cum-Acknowledgement and Form of Withdrawal. The Acquirers including Persons Acting in Concert shall be jointlyand severally responsible for ensuring compliance with the Regulations. All information contained in this document is as on thedate of the Public Announcement, unless stated otherwise. Mr. Steven Enderby, Mr. Girija Shanker Tripathy, Mr. G. Rathinam havebeen severally authorized by the Board of Directors of CDC-PTL Holdings Limited, CDC Financial Services (Mauritius) Limited andLathe Investment Pte Ltd to be the authorized signatories to the Letter of Offer. International Venture Capital Management Limitedhas been authorized by South Asia Regional Fund to be the authorized signatory to the Letter of Offer. CDC Group Plc. is alsoan authorized signatory to the Letter of Offer.

By the Order of the Board,

ForCDC-PTL Holdings Limited

CDC Financial Services (Mauritius) LimitedCDC Group Plc.

South Asia Regional FundLathe Investment Pte Ltd

sd/-Place : New DelhiDate : September 9, 2003

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FORM OF WITHDRAWALFrom:Name:Address:

OFFEROPENS ON September 18, 2003

LAST DATE FOR WITHDRAWAL October 14, 2003

CLOSES ON October 17, 2003To:

MCS Limited, Sri Venkatesh Bhavan, Plot No. 27, Road No. 11, MIDC Area, Andheri (East), Mumbai 400 093Dear Sir,

Sub :Open Offer for purchase of up to 20,97,340 fully paid-up equity shares of Swaraj Mazda Limited (“SML”) representing 20% of its total votingcapital at an offer price of Rs.140/- per equity share by CDC-PTL Holdings Limited and CDC Financial Services (Mauritius) Limit ed(“Acquirers”)I/We refer to the Letter of Offer dated September 9, 2003 for acquiring the equity shares held by me/us in SML.I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.I/We hereby consent unconditionally and irrevocably to withdraw my/our shares from the Offer and I/we further authorize the Acquirers to return tome/us, the tendered equity share certificate(s)/ share(s) at my/our sole risk.I/We note that upon withdrawal of my/our shares from the Offer, no claim or liability shall lie against the Acquirers/Manager to the Offer/Registrar tothe Offer.I/We note that this Form of Withdrawal should reach the Registrar to the Offer at any of the collection centres mentioned in the Letter of Offer or asmentioned overleaf as per the mode of delivery indicated therein on or before the last date of withdrawal i.e. October 14, 2003.I/We note that the Acquirers/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss in transit of the shares held inphysical form and also for the non-receipt of shares held in the dematerialized form in the DP account due to inaccurate/incomplete particulars/instructions.I/We also note and understand that the Acquirers will return the original share certificate(s), share transfer deed(s) and shares only on completionof verification of the documents, signatures and beneficiary position as available from the Depositories from time to time.The particulars of tendered original share certificate(s) and duly signed transfer deed(s) are detailed below:

Sr. No. Ledger Folio No. Certificate No. Distinctive Nos. No. of Shares

From To

Total No. of Shares (in case of insufficient space, please attach a separate sheet)

I/We hold the following Shares in dematerialized form and had done an off-market transaction for crediting the shares to the“MCS Limited Escrow A/c - SML Open Offer” as per the following particulars:-

Name of the Depository Depository Identification No. Client Identification No.Participant (DP ID) (Beneficial Client ID)

Standard Chartered Bank IN301524 30004357

Please find enclosed a photocopy of the depository delivery instruction(s) duly acknowledged by DP. The particulars of the account from whichmy/our Shares have been tendered are as detailed below:-

Name of Depository DP Identification Client Identification Number of Name ofParticipant (DP) Number Number Shares Beneficiary

I/We note that the shares will be credited back only to that depository account, from which the shares have been tendered and necessary standinginstructions have been issued in this regard.

I/We confirm that the particulars given above are true and correct.

In case of dematerialized shares, I/we confirm that the signatures have been verified by the DP as per their records and the same have been dulyattested.

Yours faithfully,

Signed and Delivered:

FULL NAME(S) OF THE HOLDER(S) PAN NUMBER(S) SIGNATURE(S)

First / Sole Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Note: In case of joint holdings, all shareholders must sign.

Place : Date :

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Tear along this line – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

ACKNOWLEDGEMENT SLIP

Received Form of Withdrawal from Mr./Ms ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Address ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Physical shares: Folio No. _______________________________________________________________________________________________________________________________________________________ / Demat shares: Client ID______________________________________________________________________________________________________________________________________________________________

DP ID ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ for _______________________________________________________________________________________________________________________________________________________________________________________________ number of shares

Stamp ofcollection centre

Signature of Officialand Date of Receipt

22

INSTRUCTIONS

1. Shareholders desirous of withdrawing their acceptances tendered in the Offer can do so up to three working days prior to the close of the Offer, i.e.October 14, 2003.

2. The withdrawal option can be exercised by submitting the Form of Withdrawal, duly signed and completed, along with the copy of acknowledgementslip issued at the time of submission of the Form of Acceptance-cum-Acknowledgement.

3. The Form of Withdrawal along with enclosure should be sent only to the Registrar to the Offer so as to reach the Registrar of the Offer at any of thecollection centres below on all days (excluding Sundays and bank holidays): Monday to Friday - 10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.;Saturday – 10.00 a.m. to 1.00 p.m.:

COLLECTION CENTRES

Name and Address of Contact Person Mode of Delivery Telephone Number Fax Numberthe Collection Centre

MCS Limited Mr. Hari Singh Hand Delivery (079) 658-2878 (079) 658-4027101, Shatdal Complex, 1st FloorOpp. Bata ShowroomAshram RoadAhmedabad 380 009

MCS Limited Mr. J. P. Mehta Hand Delivery (0265) 233-9397 (0265) 234-1639Neelam Apartments88, Sampatrao ColonyB/H Federation BuildingAlkapuri, Baroda 390 007

MCS Limited Mr. S. K. Jhanwar Hand Delivery (033) 2476-7350 (033) 2474-767477-2A, Hazra Road3rd & 5th FloorKolkata 700 029

MCS Limited Mr. Ashok Gupta Registered Post / (022) 2821-5235 (022) 2835-0456Sri Venkatesh Bhavan Hand DeliveryPlot No.27, Road No.11MIDC Area, Andheri (East)Mumbai 400 093

MCS Limited Mr. Rajendra G. Hand Delivery (022) 2269-1266 (022) 2269-1567C/o Ghia Textile Products Co.Agra Building, 1st Floor, Room 5Above Bank of BarodaUniversity Branch121, M G Road, FortMumbai 400 001

MCS Limited Mr. D C Verma Hand Delivery (011) 2649-1784 (011) 2649-4152Sri Venkatesh Bhavan212-A, ShahpurjatNew Delhi 110 049

MCS Limited Mr. Pramod Hand Delivery (9520) 401-7205 (9520) 612-9597116/118, Akshay Complex N. RanadeOff Dhole Patil RoadNear Ganesh MandirPune 411 001

MCS Limited Mr. N Swaminathan Hand Delivery (044) 2524-0121 (044) 2522-3306New No.118 Old No.591st Floor, Moore StreetGeorge Town, Chennai 600 001

MCS Limited Mr. Sunil Dutt Vyas Hand Delivery (0141) 236-8071 (0141) 236-9250C/o Agarwal Infin Consultants Pvt. Ltd.1st Floor, 108 Anukampa Mansion IIOpp Raymond ShowroomM I Road Jaipur 302 004

Standard Chartered Bank Mr. Manoj Sehgal Hand Delivery (0172) 372-883 (0172) 372-883SCO 137-138, Sector 9 CMadhya Marg, Chandigarh

LETTER OF OFFER · 2018-08-16 · the Letter of Offer would be sent) Last date for a competitive...

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Transcript of LETTER OF OFFER · 2018-08-16 · the Letter of Offer would be sent) Last date for a competitive...