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Continental Chemicals Ltd. M&A Activity 2019
63507_rns_2019-12-12_2b83e6e9-a915-4ade-a5d8-7bcd92b7367d.pdf
M&A Activity
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D & A FINANCIAL SERVICES (P) LIMITED
Merchant Banking & Corporate Advisory Services
12th December, 2019
To The Head (Listing) Department of Corporate Services, The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai
REG.: OPEN OFFER TO THE SHAREHOLDERS OF CONTINENTAL CHEMICALS LIMITED ("TARGET COMPANY") BY MR. ADITYA VIKRAM CHIBBA (HEREINAFTER REFERRED TO AS "ACOUIRER") ALONG WITH PERSON ACTING IN CONCERT MR. NARESH KUMAR CHIBBA, PURSUANT TO SEBI (SUBSTANTIAL ACOUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011.
Dear Sir,
We, in the capacity of Manager to the captioned offer and in compliance with Securities and Exchange Board of India (SAST) Regulations, 2011 are enclosing herewith Newspaper Cuttings of Post Offer Advertisement published today in all editions of Business Standard (English) and Business Standard (Hindi), Mumbai Lakshdweep (Marathi) Mumbai edition for acquisition of shares of target company by the acquirer and PACs.
Kindly take it on your record.
Thanking You, Yours faithfully For D & A Financial Services (P) Limited
(Priyaranjan) Vice President
Encl.: As Above
H.O. & Regd. Office: 13. Community Centre, 2nd Floor, East of Kailash, New Delhi-110065, Phone:+91 11 26472557, 26419079 Fax:+91 11 26219491, E-mail:[email protected], [email protected], [email protected], Website:www.dnafinserv.com
NEW DELHI | THURSDAY, 12 DECEMBER 2019 Business Standard
Authorised Officer Canara Bank
POST OFFER ADVERTISEMENT TO THE SHAREHOLDERS OF CONTINENTAL CHEMICALS LIMITED (Registered Office: A-7, Sector-7, Noida - 201301)
Advertisement under Regulation 18(12) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
This Advertisement is being issued by D & A Financial Services (P) Limited (the "Manager to the Offer"), for and on behalf of the Acquirer, namely, Mr. Aditya Vikram Chibba and Person Acting in Concert namely Mr. Naresh Kumar Chibba, pursuant to Regulation 18 (12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, to acquire shares of Continental Chemicals Limited ("CCL"/ "Target Company"). The Detailed Public Statement ("DPS") with respect to the aforementioned offer was published on Monday, 9th September, 2019, in Business Standard (English-All Editions), Business Standard (Hindi-All Editions), Lakshdeep (Marathi) Mumbai edition.
| Name of the Target Company | : CONTINENTAL CHEMICALS LIMITED | |
|---|---|---|
| 2. | Name of Acquirers & PACs | : MR. ADITYA VIKRAM CHIBBA & PACs MR. |
| NARESH KUMAR CHIBBA | ||
| 3. | Name of Manager to the Offer | : D & A FINANCIAL SERVICES (P) LIMITED |
| 4. | Name of Registrar to the Offer | : Beetal Financial & Computer Services (P) Limited |
| 5. | Offer Details: | |
a) Date of Opening of the Offer b) Date of Closure of the Offer
: THURSDAY, NOVEMBER 14, 2019 : WEDNESDAY, NOVEMBER 27, 2019
Last Date of Payment of Consideration: December 11, 2019
$6$ Details of the Acquisition
Place : New Delhi
| Sr. No |
Item | Proposed in the Offer Document |
Actual | ||
|---|---|---|---|---|---|
| 1. | Offer Price | Rs. 13.00 | Rs. 13.00 | ||
| $\overline{a}$ | Aggregate Number of Shares Tendered | 584740 | 1700 | ||
| 3. | Aggregate Number of Shares Accepted | 1700 | 1700 | ||
| $\overline{4}$ | Size of the Offer (Number of Share Multiplied by Offer Price per share) |
Rs. 7601620/- | Rs. 22100/- | ||
| 5. | Shareholding of the Acquirer and PACs | No. of | % | No. of | $\frac{9}{6}$ |
| before Agreements/Public Announcement. | Shares | Shares | |||
| 133110 | 13.32^ | 133110 | 13.32^ | ||
| 6. | Shares acquired by way of Agreements/ Preferential Allotment |
No. of Shares |
$\frac{9}{6}$ | No. of Shares |
% |
| 1250000 | 55.58\$ | 1250000 | 55.58\$ | ||
| $\overline{7}$ | Shares Acquired by way of Open Offer. | No. of Shares |
$\frac{9}{6}$ | No. of Shares |
$\frac{9}{6}$ |
| 584740 | 26.00 | 1700 | 0.07 | ||
| 8. | Shares acquired after Detailed Public Statement:- |
||||
| No. of Share Acquired | 1250000 | 55.58 | 1250000 | 55.58 | |
| Price of the Shares Acquired | 13.00 | N.A | 13.00 | N.A | |
| % of Share acquired | 55.58 | 55.58 | |||
| 9. | Post Offer Shareholding of Acquirer and PACs (5+6+7+8) |
No. of Shares |
$\frac{9}{6}$ | No. of Shares |
$\frac{9}{2}$ |
| 1967850 | 87.50 | 1384810 | 61.57\$ | ||
| 8. | Pre and Post Offer Shareholding of | Pre Offer | Post Offer | Pre Offer Post Offer | |
| Public | 865890 | 281150 | 865890 | 864190 | |
| (86.68%)^ (12.50%)\$ (86.68%)^ (38.43%)\$ |
Note: ^ The Percentage shareholding has been calculated on the basis of Pre Preferential Capital of target company.
\$ The Percentage shareholding has been calculated on the basis of Post Preferential Capital of target company.
This Post Offer Public Announcement would also be available on SEBI Website at http//www.sebi.gov.in
The Acquirer & PACs accept full responsibility for the information contained in this Post Offer Advertisement and also shall be jointly or severally responsible for the fulfillment of the obligations under the Offer and as laid down in SEBI (SAST) Regulations, 2011 and subsequent amendments thereto
Issued by Manager to the Offer on behalf of Acquirer
D & A Financial Services (P) Limited 13, Community Centre, East of Kailash, New Delhi - 110065 Tel Nos.: 011-26419079/ 26218274; Fax No.: 011 - 26219491 E-mail: [email protected] Date: 11th December, 2019 Contact Person: Ms. Radhika Pushkarna
UTIVI, ATT Fain, L. D. O. Mary, Vininum (VYOOL), WILHINGH HUUUOO, do not receive any objection/s for the same within 30 days from date of publication hereof
For Nirlon Limited $Sd$
Jasmin K. Bhavsar
Company Secretary, V. P. (Legal) & Compliance Officer Mumbai, December 12, 2019
Rameshwar Media
Read, & Corp. Office: # 20, Survey No. 12, Kothaguda Kondapur, Hyderabad - 500 084 CIN: L63011TG1995PLC020121
W: www.gati.com | E: [email protected] | T: 040 - 7120 4284 | F: 040 - 2311 2318
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Notice is hereby given that the Extraordinary General Meeting (EGM) of the Gati Limited (The Company) will be held on Tuesday, January 07, 2020, at 3:00 pm, at the registered office of the Company situated at Plot No. 20, Survey No. 12, Kothaguda, Kondapur, Hyderabad - 500 084, Telangana, to transact the business as set out in the notice dated December 05, 2019, convening the said EGM.
The said Notice of the EGM along with the Proxy Form and Attendance Slip has been sent to all the Members whose names appeared in the Register of Members / Register of Beneficial Owners as on close of business hours on Friday, December 06, 2019 as maintained by the Depositories/Registrar & Share Transfer Agent of the Company (R&T Agent) through permitted mode.
Pursuant to Section 108 of the Companies Act, 2013 (Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (The Rules) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is providing to its Members, the facility to exercise their right to vote at the EGM by electronic means (E-Voting) and the business may be transacted through the e-voting services provided by Kfin Technologies Private Limited (KFin).
- a) Date and time of commencement of e-voting: From 9.00 am (IST) on Thursday, January 02, 2020
- b) Date and time of end of e-voting: Up to 5.00 pm (IST) on Monday, January 06, $2020$
- c) Cut-off date for determining the eligibility to vote: Tuesday, December 31, 2019 by electronic means or in the EGM
- d) Anyone who becomes a member of the Company after the dispatch of EGM Notice and holding shares as on the cut-off date i.e. Tuesday, December 31, 2019, may obtain the User ID and Password for e-voting by sending email intimating DP ID and Client ID / Folio No. at [email protected] with a copy to [email protected]. However, if you are already registered with Kfin for e-voting, you can use your existing User ID and Password for casting your vote.
- e) E-voting shall not be allowed beyond 5.00 pm, on Monday, January 06, 2020.
- f) Facility for voting through ballot paper (poll) shall also be made available at the EGM. Members attending the EGM who have not already cast their vote by e-voting shall be able to exercise their right at the EGM.
- g) Member who have cast their vote by e-voting may also attend the EGM, but shall not be allowed to vote again at the EGM.
- h) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of e-voting / voting at the EGM.
- The Notice of the EGM is available on the Company's website www.gati.com and also on website of Kfin, i.e. https://evoting.kfintech.com.
- In case of any queries, members may visit Help & FAQs section available at Kfin's $i)$ website download section on https://evoting.kfintech.com or contact Mr. Mohd Mohsin Uddin, Senior Manager, Kfin Technologies Private Limited at Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 or send an email to [email protected] or call him at +91-40-6716 1562 or at Toll Free No. 1-800-34-54-001. The same person is the contact person to address all the grievances relating to electronic voting.
For Gati Limited $Sd/-$ T.S. Maharani Company Secretary | M. No. F8069