OFFER LETTER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Pursuant to the Scheme of Arrangement (as defined herein) sanctioned by the High Court of Judicature at Bombay on March 1, 2013 under Sections 391 and 394
of the Companies Act, 1956, FRL Equity Shareholders and FRL DVR Shareholders (as defined herein) of Future Retail Limited (formerly known as Pantaloon
Retail (India) Limited) have been issued and allotted 1 fully paid up equity share of Rs. 10/- each of Pantaloons Fashion & Retail Limited (formerly known as
Peter England Fashions and Retail Limited) for every 5 fully paid up FRL Equity Shares / FRL DVRs held by them.
This offer letter (“Offer Letter”) is sent to you as an Equity Shareholder of Pantaloons Fashion & Retail Limited. If you require any clarification about the action
to be taken, you may consult your stock broker or investment consultant or the Registrar to the Offer.
OFFER (“OFFER”) PURSUANT TO THE SCHEME OF ARRANGEMENT BETWEEN FUTURE RETAIL LIMITED (FORMERLY
KNOWN AS PANTALOON RETAIL (INDIA) LIMITED AND HEREINAFTER REFERRED TO AS “FRL” OR THE “DEMERGED
COMPANY”), PANTALOONS FASHION & RETAIL LIMITED (FORMERLY KNOWN AS PETER ENGLAND FASHIONS AND
RETAIL LIMITED), AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, AND INDIGOLD TRADE AND
SERVICES LIMITED AS SHAREHOLDER OF THE RESULTING COMPANY, AS SANCTIONED BY THE HIGH COURT OF
JUDICATURE AT BOMBAY ON MARCH 1, 2013 (the “Scheme” / “Scheme of Arrangement”)
BY
INDIGOLD TRADE AND SERVICES LIMITED
(hereinafter referred to as “ITSL” or the “Acquirer”)
Regd. Office: Regent Gateway, Plot No 5B, Doddanekundi Village, KIADB Industrial Area, ITPL Road,
Bangalore-560048, Karnataka
(Tel: +91 80 6727 2600, +91 80 6727 1600, Fax : +91 80 6727 1616)
Corporate Office: Aditya Birla Centre, A Wing , 4th Floor, S.K. Ahire Marg, Worli, Mumbai – 400 030
(Tel: +91 22 6652 5000, Fax: +91 22 6652 5821)
ALONG WITH
ADITYA BIRLA NUVO LIMITED
(hereinafter referred to as “ABNL” or the “PAC” or the “Person Acting in Concert”)
Corporate Office: Aditya Birla Centre, A Wing , 4th Floor, S.K. Ahire Marg, Worli, Mumbai – 400 030
(Tel: +91 22 6652 5000, Fax: +91 22 6652 5821)
Regd. Office: Indian Rayon Compound, Veraval, Gujarat 362 266
(Tel: +91 2876 245711, Fax: +91 2876 243220)
At Rs 175/- (Rupees One Hundred and Seventy Five Only) (“Offer Price”) payable in cash per fully paid up equity share of Rs. 10/- each
(“Equity Shares”) of PFRL to acquire up to 23,114,868 Equity Shares representing 24.91% of the paid up equity share capital of PFRL
(“Offer Shares”)from the Equity Shareholders
OF
PANTALOONS FASHION & RETAIL LIMITED*
(herein after referred to as “PFRL” or the “Target Company” or the "Resulting Company")
A public limited company incorporated under the provisions of the Companies Act, 1956
Regd. Office: 701-704 Skyline Icon Business Park, 86-92 Off A.K. Road, Marol Village, Mumbai – 400 059
(Tel: +91 8652905000, Fax: +91 8652905400)
1.
2.
3.
4.
5.
6.
7.
The shares of PFRL are presently not listed on any stock exchange and this Offer is made pursuant to the Scheme; consequently, the Offer is not governed by
the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, the Offer Letter has not been
submitted to the Securities and Exchange Board of India.
The Equity Shares of PFRL are proposed to be listed on the BSE and NSE and the BSE and NSE have provided their respective “No- objection” letter to the
Scheme vide their letters dated October 9, 2012 and October 1, 2012 respectively. The Equity Shares are expected to be admitted for listing and trading post
the completion of the Offer process, subject to regulatory compliances.
The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the Equity Shareholders of
PFRL.
Pursuant to the Scheme and after the Effective Date (as defined herein), PFRL has issued and allotted 4,63,16,518 fully paid up equity shares of Rs. 10/- each
to the FRL Equity Shareholders and FRL DVR Shareholders thereby increasing the issued and paid up capital of PFRL to 9,27,93,529 fully paid up equity
shares of Rs 10/- each.
PFRL shares have been allotted to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013
As of the date of this Offer Letter, there are no statutory approvals envisaged in the implementation of the Offer. If any statutory approvals are required to be
obtained, the Offer would be subject to receipt of such statutory approvals. The Acquirer will not proceed with the Offer in the event that such statutory
approvals are not obtained.
The Detailed Public Statement (as defined herein) and this Offer Letter (including Form of Acceptance) are available on the Registrar’s website at
www.linkintime.co.in
ADVISOR TO THE OFFER
JM Financial Institutional Securities Private Limited
141, Maker Chambers III,
Nariman Point, Mumbai – 400 021
Tel: +91 22 6630 3030Fax: +91 22 2202 8224
Contact Persons:
Ms Lakshmi Lakshmanan / Ms. Feliciana Fernandes
Email: [email protected]
REGISTRAR TO THE OFFER
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West),
Mumbai - 400 078
Tel: +91 22 25967878, Fax: +91 22 25960329
Contact Person: Mr. Pravin Kasare
Email: [email protected]
*Vide an online application dated April 11, 2013, the company had applied to the Ministry of Corporate Affairs, for change of its name from “Peter England
Fashions and Retail Limited” to “Pantaloons Fashion & Retail Limited”. The application has been approved with effect from April 23, 2013.
The Schedule of activities under this Offer is as follows:
Activity
Date
Identified Date*
April 20, 2013
Publication of Detailed Public Statement (DPS) in the newspapers
April 23, 2013
Date by which Offer Letter will be dispatched to Equity Shareholders
April 27, 2013
Date of publication of Offer Opening Public Announcement
May 6, 2013
Date of commencement of Tendering Period (Offer Opening Date)
May 7, 2013
Date of expiry of Tendering Period (Offer Closing Date )
May 20, 2013
Last date for publication of post offer public announcement in the newspapers
where the DPS has been published
May 27, 2013
Date by which all requirements including payment of consideration would be
completed
June 3, 2013
*The Identified Date is for the purpose of determining the Equity Shareholders as on such date to whom the
Offer Letter would be mailed.
2
RISK FACTORS
Given below are the risk factors relating to the Demerger, the Offer and the probable risks involved in
associating with the Acquirer. For capitalized terms used herein, please refer to the definitions set out on
page no. 6 of this Offer Letter
A. Risk factors relating to the Demerger
1.
The equity shares of PFRL are presently not listed on any stock exchange. However, as per the
Scheme, the shares issued by PFRL in terms of Clause 12 of the Scheme and the shares held by
shareholders of PFRL prior to such issuance will be listed and admitted to trading on the Stock
Exchanges, where the shares of FRL are presently listed and admitted to trading and all necessary
applications will be made in this respect by the PFRL. The Equity Shares are expected to be admitted
for listing and trading on the BSE and NSE post the completion of this Offer, subject to requisite
compliances and approvals.
B. Risk factors relating to the Offer
1.
As of the date of this Offer Letter, to the best of the knowledge of the Acquirer, there are no statutory
or regulatory approvals that are required to implement this Offer. However, if at a later date, any
statutory or regulatory or other approvals / no objections are required, then this Offer would become
subject to receipt of such other statutory or regulatory or other approvals / no objections. In the event of
delay in receipt of approvals/ no objections or in fulfillment of conditions as mentioned above, this
Offer may be delayed beyond the schedule of activities indicated in this Offer Letter. Consequently, the
payment of consideration to the Equity Shareholders, whose Equity Shares are accepted in this Offer,
may be delayed.
2.
This Offer shall stand withdrawn in the event a binding order of court or governmental authority of
competent jurisdiction is received directing the withdrawal of the Offer. However, currently there are
no circumstances to believe that such an event would occur.
3.
This is an Offer to acquire not more than 24.91% of the Voting Capital of PFRL from the Equity
Shareholders. In the case of over subscription in the Offer, acceptance would be determined on a
proportionate basis and hence there is no certainty that all the Equity Shares tendered by the Equity
Shareholders in this Offer will be accepted.
4.
Equity Shareholders tendering their Equity Shares in this Offer will be doing so prior to receipt of
consideration in relation to such tendered Equity Shares as the Acquirer and PAC have up to 10
working days from the date of closure of the Tendering Period to pay the consideration to the Equity
Shareholders whose Equity Shares are accepted in this Offer.
5.
Equity Shares once tendered through the Form of Acceptance in the Offer, cannot be withdrawn by the
Equity Shareholders.
6.
As PFRL is an unlisted company, and this Offer is being made pursuant to the Scheme, this Offer is not
governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.Accordingly the Offer is not subject to the requirements thereunder and
the Offer Letter has not been submitted to the SEBI.
7.
As mentioned above, PFRL is presently an unlisted company and accordingly there is no quoted price
for the Equity Shares on the stock exchanges. As such, there is no assurance regarding the price
performance of the company post listing on the stock exchanges.
8.
The Equity Shareholders are advised to consult their respective tax advisors for assessing the tax
liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by
their respective assessing officers in their case, and the appropriate course of action that they should
take. The Acquirer, the PAC and the Advisor to the Offer do not accept any responsibility for the
accuracy or otherwise of the tax provisions set forth in this Offer Letter.
3
9.
This Offer Letter has not been filed, registered or approved in any jurisdiction outside India.
Recipients of this Offer Letter resident in jurisdictions outside India should inform themselves of and
observe any applicable legal requirements. This Offer is not directed towards any person or entity in
any jurisdiction or country where the same would be contrary to the applicable laws or regulations or
would subject the Acquirer or the PAC or the Advisor to the Offer to any new or additional registration
requirements. This is not an offer for sale, or a solicitation of an offer to buy, in the United States of
America.
C. Probable risks involved in associating with the Acquirer and the PAC
1.
The Acquirer and the PAC make no assurance with respect to the continuation of the past trends in the
financial performance of PFRL or the conduct of the Business. Each of the Acquirer and the PAC
disclaim any responsibility with respect to any decision by the Equity Shareholders on whether or not
to participate in this Offer
D. Other Risks
1.
The financial disclosures for PFRL made in this Offer Letter are pre Demerger accounts and as such
may not be comparable to the post demerger financial statements of PFRL.
2.
The Appointed date of the Scheme is July 1, 2012 and Effective date is April 8, 2013. During the
aforesaid period, as per the terms of the Scheme, the conduct of the Business (as hereinafter defined)
was managed by FRL (erstwhile PRIL) in the ordinary course. The financial information presented in
Section IV of this Offer Letter pertains to a part of this period and is provided by the management of
PFRL based on information received from FRL. Please note that the financial information in Section
IV of this Offer Letter is unaudited and has been provided only as additional information to the Equity
Shareholders.
The risk factors set forth above pertain to this Offer and are not in relation to the present or future
business operations of PFRL or any other related matters, and are neither exhaustive nor intended to
constitute a complete analysis of the risks involved in participation or otherwise by an Equity
Shareholder in this Offer. The Equity Shareholders are advised to consult their stockbrokers or
investment consultants, if any, for analyzing all the risks with respect to their participation in this Offer.
CURRENCY OF PRESENTATION
In this Offer Letter, all references to “Rs” / “INR” are to Indian Rupee(s), the official currency of India. In this
Offer Letter, any discrepancy in any table between the total and sums of the amount listed are due to rounding
off and / or regrouping
In case of discrepancies (if any) between the DPS and this Offer Letter, the disclosures made in this Offer Letter
will prevail.
4
TABLE OF CONTENTS
DETAILS OF THE OFFER ........................................................................................... 9
I.
II.
BACKGROUND OF THE ACQUIRER AND PAC ................................................... 12
III.
BACKGROUND OF THE TARGET COMPANY ..................................................... 25
IV.
SUMMARY UNAUDITED FINANCIAL INFORMATION OF THE
PANTALOONS BUSINESS ................................................................................................... 30
V.
OFFER PRICE AND FINANCIAL ARRANGEMENTS ........................................... 32
VI.
TERMS AND CONDITIONS OF THE OFFER ......................................................... 33
VII.
PROCEDURE FOR ACCEPTANCE AND SETTLEMENT ..................................... 35
VIII. COMPLIANCE WITH TAX REQUIREMENTS ....................................................... 39
IX.
DOCUMENTS FOR INSPECTION ............................................................................ 43
X.
DECLARATION BY THE ACQUIRER AND PAC .................................................. 44
5
DEFINITIONS/ABBREVIATIONS
S No.
Particulars
Details / Definition
1)
Acquirer / ITSL
Indigold Trade and Services Limited
2)
ABNL / PAC
Person Acting in Concert with the Acquirer
3)
Advisor/ JM Financial
JM Financial Institutional Securities Private Limited which is acting as the
Advisor to the Acquirer for the Offer.
4)
Beneficial Owner
Beneficial owners of the Equity Shares, whose names appeared as
beneficiaries on the records of their respective DP at the close of business
hours on the Identified Date or at any time before the closure of the
Tendering Period
5)
BSE
BSE Limited
6)
Business
Business means the fashion retail business of FRL undertaken under the
brand name “Pantaloons” and variations thereof (including, “Pantaloons
Fresh Fashion”) from dedicated retail stores (which inter alia, as of June
30, 2012 constituted 90 operating stores which includes factory outlets and
18 stores which are under process), both in value and lifestyle segments,
retailing a range of clothing and apparels in mens, ladies, and kids wear in
both western wear and ethnic wear categories, lifestyle products, home
products and accessories to each category under brands, labels and
trademarks belonging to FRL or licensed from members of the Future
Group as well as third party brands, labels and trademarks including, inter
alia, owned brands of FRL and licenses of third party brands of products
being sold, contracts with suppliers and vendors, delivery and warehousing
arrangements, information technology, and such other activities and
undertakings required for undertaking the foregoing on a pan-India basis
7)
Cash Escrow Amount
Cash deposit of Rs.50,000,000/- made by the Acquirer in the Escrow
Account
8)
CCI
Competition Commission of India
9)
CCI Approval
The approval of the CCI received for the transactions contemplated under
the Scheme dated December 21, 2012 bearing Combination Registration
Number C-2012/10/82
10)
CDSL
Central Depository Services (India) Limited
11)
Companies Act
The Companies Act, 1956
12)
Demerged Undertaking
Demerged Undertaking means the undertakings, business, activities and
operations of FRL pertaining to the Business on a going concern basis, and
as described in detail in the Scheme.
13)
Demerger
Demerger means the transfer by way of demerger of the Demerged
Undertaking from FRL to PFRL and the consequent issue of equity shares
by PFRL to the shareholders of FRL as set out in the Scheme, as per
section 2(19AA) and other relevant provisions of the Income Tax Act,
1961
14)
Depository Participant
Letter
The letter, forming part of the Form of Acceptance, from the depository
participant of the respective shareholder addressed to the Registrar
requesting transfer of shares under ‘Suspended’ ISIN
15)
DPS/Detailed Public
Statement
The Detailed Public Statement, published in the newspapers on April 23,
2013
16)
DP
Depository Participant
17)
Offer Letter
This letter of offer
18)
Effective Date
The date on which the Scheme was made effective, being April 8, 2013
19)
EPS
Earnings per equity share, for the period under reference
20)
Equity Shareholders
The equity shareholders of PFRL, other than the promoters of FRL and the
6
S No.
Particulars
Details / Definition
Acquirer
21)
Equity Shares
Fully paid up equity shares of PFRL having a face value of Rs 10/- each
22)
Escrow Account
Escrow account opened with Escrow Bank in the name and style of Peter
England Fashions And Retail Limited - Open Offer Escrow Account
23)
Escrow Bank
Axis Bank Limited
24)
FII’s
Foreign Institutional Investors
25)
FRL / Demerged
Company
Future Retail Limited (formerly known as Pantaloon Retail (India)
Limited)
26)
FRL DVRs
Equity shares of FRL classified as Class B shares (Series 1) of a par value
of Rs 2/- each with every four FRL DVRs having voting rights equal to
three FRL Equity Shares, and every FRL DVR having the right to receive
2% additional dividend than every FRL Equity Share;
27)
FRL DVR Shareholders
Shareholders of FRL holding FRL DVRs
28)
FRL Equity Shares
Equity shares of FRL having a par value of Rs 2/- each and having one
vote each
29)
FRL Equity Shareholders
Shareholders of FRL holding FRL Equity Shares
30)
FY
Financial Year
31)
Identified Date
The date immediately following the date on which equity shareholders of
FRL have been alloted equity shares of PFRL, being April 20, 2013, for
the purposes of determining the Equity Shareholders to whom the Offer
Letter shall be sent
32)
Maximum Consideration
Total financial resources required for this Offer, assuming full acceptance
of this Offer, being Rs 4,045,101,900/-
33)
NEFT
National Electronic Funds Transfer
34)
NRIs
Non Resident Indians
35)
NSDL
National Securities Depository Limited
36)
NSE
National Stock Exchange of India Limited
37)
OCBs
Overseas Corporate Bodies
38)
Offer
This offer being made by the Acquirer and PAC to the Equity Shareholders
of PFRL, to acquire up to 23,114,868 Equity Shares at a price of Rs 175/(Rupees One Hundred and Seventy Five) per Equity Share
39)
Offer Opening Public
Announcement
The announcement of the commencement of the Tendering Period to be
made on behalf of the Acquirer and PAC on May 6, 2013
40)
Offer Shares
Up to 23,114,868 representing 24.91% of Voting Capital of PFRL made to
the Equity Shareholders of PFRL
41)
PAC / Person Acting in
Concert
Person acting in concert along with the Acquirer, being ABNL
42)
PAN
Permanent Account Number
43)
RBI
Reserve Bank of India
44)
Registrar to the Offer
Link Intime India Private Limited
45)
RoNW
Return on Net Worth
46)
Scheme / Scheme of
Arrangement
Scheme of Arrangement between FRL, PFRL, and their respective
shareholders and creditors, and ITSL as shareholder of PFRL, as
sanctioned by the High Court Of Judicature at Bombay on March 1, 2013
47)
SCRR
Securities Contract (Regulations) Rules, 1957, as amended
48)
Special Depository
Account
The special depository account opened by the Registrar to the Offer for
receiving Equity Shares tendered during the Offer
7
S No.
Particulars
Details / Definition
49)
Stock Exchanges
BSE and NSE, where Equity Shares of PFRL are to be listed, subject to
receipt of final listing and trading approval from the Stock Exchanges
50)
Target Company / PFRL
Pantaloons Fashion & Retail Limited (formerly Peter England Fashions
and Retail Limited)
51)
Tendering Period
May 7, 2013 to May 20, 2013 (As described in the schedule of activities)
52)
Voting Capital
92,793,529 fully paid up equity shares of Rs 10/- each of PFRL, being the
fully diluted equity share capital of PFRL
53) Working Day
Working day (excluding Saturdays, Sundays, and public holidays)
Note: All terms beginning with a capital letter used in this Offer Letter, and not specifically defined herein, shall
have the meanings ascribed to them in the Scheme
8
I.
DETAILS OF THE OFFER
1.
Background of the Offer
a.
The Scheme of Arrangement was approved by the Board of Directors of FRL, PFRL, and ITSL on
September 9, 2012. An Implementation Agreement was entered into between ABNL, ITSL, FRL, PFRL,
Future Corporate Resources Limited and PIL Industries Limited on September 29, 2012.
b.
The Scheme pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, and as
per the provisions of Section 2(19AA), Section 47 and other applicable provisions of the Income Tax Act,
1961, inter alia provided for:
i.
The transfer by way of demerger of the Demerged Undertaking (as defined herein) from FRL to PFRL
(more particularly described in Part B of the Scheme)
ii.
Upon effectiveness of the Scheme, the Offer (more particularly described in Part C of the Scheme)
iii. Various other matters consequential or integrally connected therewith, including the reorganisation of
the share capital of PFRL.
c.
The shares of PFRL are presently not listed on any stock exchange, and this Offer is made pursuant to the
Scheme; consequently, the Offer is not governed by the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, the Offer Letter has not
been submitted to the Securities and Exchange Board of India.
d.
The key salient features of the Scheme are as follows:
i.
The Scheme, which came into effect on and from April 8, 2013, inter alia, provided for the demerger of
Demerged Undertaking of FRL on a going concern basis into PFRL, pursuant to Sections 391 to 394
and other applicable provisions of the Companies Act, 1956 in the manner provided for in the Scheme.
ii.
Upon the Scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by
FRL to PFRL in terms of the Scheme, PFRL issued and allotted to each Equity Shareholders whose
name appeared in the records of FRL or as beneficiary in the records of the depositories of FRL in
respect of the shares FRL on the Record Date, 1 (one) equity share of Rs. 10/- each, credited as fully
paid in the capital of PFRL, for every 5 (five) fully paid up FRL Equity Shares/ FRL DVRs held by
them in FRL (the “Share Entitlement Ratio”).
iii. FRL shall continue, upto the Effective Date, to conduct the business of the Demerged Undertaking in
the ordinary course.
iv. As an integral part of the Scheme, the share capital of PFRL was restructured and reorganized in the
manner set out in the Scheme, including:
i)
Upon the Scheme coming into effect, the authorised equity share capital of PFRL was increased
from Rs. 10,00,00,000/- (Rupees Ten Crores Only) to Rs.100,00,00,000 (Rupees One Hundred
Crores Only).
ii) Prior to the Demerger, ITSL held 800 (eight hundred) optionally fully convertible debentures, of
Rs. 1,00,00,000 (Rupees One Crore each)), of PFRL convertible into 4,59,77,011 (Four Crores
Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PFRL
(“ ITSL OFCDs”).Upon the Scheme coming into effect, the ITSL OFCDs were converted into
4,59,77,011 (Four Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of
Rs. 10 (ten) each of PFRL.
iv. The equity shares of PFRL are proposed to be listed on the Bombay Stock Exchange and the National
Stock Exchange pursuant to the Scheme
v.
On or after the Effective Date, but prior to the listing of PFRL, the Acquirer and/or its Affiliates may
make an Offer to the public shareholders of PFRL based on the price per share of Rs. 175/- (One
9
Hundred and Seventy Five only). The number of equity shares of PFRL accepted by the Acquirer in
terms of the Offer shall not exceed the Offer Shares. It is hereby clarified that if the equity shares
tendered exceed the Offer Shares, then the Acquirer shall be entitled to accept the equity shares on a
proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable
manner. The decision of the Board of Directors (or a committee thereof) of the Acquirer in this behalf
shall be final and binding. The promoters of the Demerged Company shall not be entitled to participate
in the Offer.
vi. As per the Scheme, the name of PFRL is to be changed to “PANTALOONS FASHION & RETAIL
LIMITED” post approval by the concerned registrar of companies. Vide an online application dated
April 11, 2013, the company had applied to the Ministry of Corporate Affairs, for change of its name
from “Peter England Fashions and Retail Limited” to “Pantaloons Fashion & Retail Limited”. The
application has been approved with effect from April 23, 2013.
e.
Pursuant to the arrangements contemplated under the Scheme, ABNL, through its wholly owned subsidiary,
ITSL continues to hold a controlling stake in PFRL, (a subsidiary of ITSL), post the demerger of the
Business from FRL into PFRL.
f.
Prior to the effectiveness of the Scheme, the Acquirer held 100% of the Equity Shares of PFRL.
Subsequently, pursuant to the effectiveness of the Scheme, inter alia, the Business was demerged into
PFRL, the Equity Shares were issued to FRL Equity Shareholders and FRL DVR Shareholders based on the
share entitlement ratio mentioned in the Scheme, and the ITSL OFCDs as described above stood converted.
As per the post-demerger shareholding pattern, the Acquirer holds 50.09% in PFRL prior to the Offer.
g.
The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an
exit opportunity to the Equity Shareholders of PFRL.
h.
The Scheme was approved by FRL Equity Shareholders and FRL DVR Shareholders in the meeting held on
December 6, 2012. Further, the Scheme has been sanctioned by the High Court of Judicature at Bombay
pursuant to their Order dated March 1, 2013 and has become effective on April 8, 2013.
i.
All the Equity Shares validly tendered and accepted in this Offer will be acquired by the Acquirer only.
j.
The Acquirer and the PAC have not been prohibited by the Securities and Exchange Board of India from
dealing in securities, in terms of directions issued under Section 11B of the Securities and Exchange Board
of India Act 1992 (“SEBI Act”), as amended, or under any of the regulations made under the SEBI Act.
k.
The Acquirer was already in control of PFRL prior to the effectiveness of the Scheme, and will continue to
be in control of PFRL post the effectiveness of the Scheme and the completion of the Offer.
l.
The Acquirer, along with ABNL, PFRL, and FRL had jointly filed notice for the proposed combination
with the Competition Commission of India on October 8, 2012 (the proposed combination being the
transactions contemplated under the Scheme of Arrangement, including this Offer). By way of its letter
dated December 21, 2012, and bearing Combination Registration Number C-2012/10/82, the CCI has
granted its approval to the proposed combination.
2.
Details of the proposed Offer
a.
The details pertaining to the publication of the DPS on April 23, 2013 are as below:
Newspaper
Business Standard
Business Standard
Navshakti
b.
Language
English
Hindi
Marathi
Editions
All
All
Mumbai
Given that prior to the Offer, the Acquirer holds 50.09% of the Voting Capital of PFRL, this Offer is being
made for 24.91% of the Voting Capital of PFRL, so as to ensure that in the event there is 100% tendering in
the Offer, then the post Offer public shareholding of PFRL is not below the statutory prescribed minimum
of 25%.
10
c.
Pursuant to the Offer, the Acquirer will acquire the Offer Shares under the Scheme making a cash payment
at a price of Rs 175/- (Rupees One Hundred and Seventy Five only) per Equity Share.
d.
The Offer is being made to the Equity Shareholders of PFRL. The Equity Shares to be acquired under the
Offer must be free from all lien, charges and encumbrances and will be acquired together with the rights
attached thereto, including all rights to dividend, bonus and rights offer declared thereof. All Equity Shares
up to the Offer Shares and up to the Offer Closing Date validly tendered by the Equity Shareholders will be
accepted at the Offer Price by the Acquirer in accordance with the terms and conditions contained in the
DPS and this Offer Letter.
e.
Neither the Acquirer nor the PAC has acquired any Equity Shares of PFRL after the date of the DPS and up
to the date of this Offer Letter.
f.
There are no partly paid up Equity Shares in PFRL.
g.
This Offer is not subject to any minimum level of acceptance. Further there is no differential pricing for this
Offer.
3.
Object of the Offer
a.
Prior to the Effective Date, PFRL was a wholly owned indirect subsidiary of ABNL. ABNL is engaged
inter alia in the fashion & lifestyle business and is one of the premium apparel brand players in India.
ABNL manufactures and sells apparel under various brands through exclusive brand outlets as also stores.
The demerger of the Demerged Undertaking to PFRL will expand the variety of its offering in the market
and complement its existing portfolio. Further, it will enable wider distribution of products and give a
wider choice to the consumers and enable business to build on their systems and processes to improve
efficiencies. The stores operating under the brand name Pantaloons and derivates thereof would remain
operational and the Acquirer and PAC through PFRL would be entitled to continue carrying the same
brands as before the Proposed Demerger.
b.
The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an
exit opportunity to the Equity Shareholders of PFRL.
c.
Post completion of the Offer, the Acquirer along with the PAC, may explore possibilities to strategically
integrate the business of PFRL within the Acquirer group to maximize synergy of operations. However, as
of the date of this Offer Letter, the Acquirer cannot ascertain the repercussions, if any, on the employees
and locations of the Target Company’s places of business. The Acquirer hereby confirms that presently,
post listing of the Equity Shares, it does not have any intention of delisting the Equity Shares of PFRL.
d.
The Acquirer may dispose-off or otherwise encumber any assets or investments of the Target Company,
through sale, lease, reconstruction, restructuring, amalgamation, demerger and/or renegotiation or
termination of existing contractual/operating arrangements, for restructuring and/or rationalizing the assets,
investments or liabilities of the Target Company, to improve operational efficiencies and for other
commercial reasons. The Board of Directors of the Target Company will take decisions on these matters in
accordance with the requirements of the business of the Target Company.
11
II.
BACKGROUND OF THE ACQUIRER AND PAC
1.
INDIGOLD TRADE AND SERVICES LIMITED (ACQUIRER)
a.
The Acquirer is a public limited company originally incorporated as Madura Garments International Brands
Company Limited on May 10, 2007 under the Companies Act. The name of the Acquirer was changed to
Indigold Trade and Services Limited on June 14, 2010. The registered office of the Acquirer is situated at
Regent Gateway, Plot No 5B, Doddanekundi Village, KIADB Industrial Area, ITPL Road, Bangalore-560
048, Karnataka.
b.
The Acquirer is promoted by Aditya Birla Nuvo Limited and belongs to the Aditya Birla group.
c.
The main objects of the Acquirer include the following:
i.
To carry on in India and elsewhere the business of buyers, manufacturers, importers, dealers, traders,
sellers, Regulation-sellers, packers, re-packers, brand agents, exporters, wholesalers, retailers, agents
(by whatever name called), distributors, exclusive right holders and / or the like, in all types of
apparel, sanitary and lifestyle merchandise
ii.
To carry on in India and elsewhere the business of branded merchandise, by operating, whether directly
or through any other means, chains of stores, outlets, showrooms, supermarkets, hypermarkets, mega
markets, large format retail stores, discount stores, and any other wholesale and / or retail experience,
in or through multiple market and / or marketing channels.
iii. To offer comprehensive, turnkey and end-to-end solutions regarding sale, purchase, dealing, display,
wholesale, trading, retailing, export, import, and the like, of garments, fashion apparel, fashion
products, life style products, lifestyle accessories, fashion accessories, general merchandise and all
other merchandise dealt with by the company
d.
The shareholding pattern of the Acquirer as of March 31, 2013 is as follows:
S No
Shareholder Category
Promoter – Aditya Birla Nuvo Limited*
1
jointly with its Nominees
*2,900,000 partly paid-up shares for Rs 4.30/e.
No of Shares Held
% of Shares Held
10,300,000
100%
The details of the directors of the Acquirer are as follows:
S
No
1
Name
Mr. Anil
Rustogi
Date of
Appointment
07/06/2012
Qualifications
Experience
B.Com (hons).C.A,
I.C.W.A.
Mr. Anil Rustogi is a commerce graduate and
a Chartered cum Cost Accountant by
profession. He has more than 27 years of
working experience out of which about 23
years is with Aditya Birla Group. Presently he
is heading the Finance and Taxation Function
of Aditya Birla Nuvo Limited. He has been
involved in various strategic initiatives / M&A
activities and forex management besides fund
raising in domestic as well as international
market by way of bilateral loan, syndicated
loan and structured deals, including acquisition
financing. He was instrumental in arranging
acquisition financing of US$900 mln split three
ways (US, Thailand and Egypt) and across six
countries by achieving certainty of funding,
maximizing liquidity, achieving favourable
pricing in volatile markets (Egypt crisis) and
retaining operational flexibility via an optimal
12
covenant package and the loan deal won “IFR
Asia Award 2011 – Asia Loan of the Year”
and “Asia-Pacific - Loan of the Year Award
from The Banker”. In recognition of his
exceptional contribution to the field of
Corporate Finance he was given CFO 100 Roll
of Honour Award in March 2012. Prior to
moving to Aditya Birla Nuvo in 2001, Mr.
Rustogi was the commercial head of Eastern
Spinning, an Aditya Birla Group Company,
where he worked for almost 10 years across all
commercial functions including experience on
the shop floor.
2
3
Mr. S.
Visvanathan
Mr. Shriram
Jagetiya
07/06/2012
07/06/2012
B.Com, C.A.
Mr S. Visvanathan, CFO of Madura Lifestyle
and Fashion has over 26 years of experience in
various industries spanning white goods,
capital equipment, electrical equipment, and
auto components. He is a member of the
Management Committee of the Textile and
Apparel business of the Aditya Birla Group.
He joined the Aditya Birla Group in the year
2007 and has since worked in the Textile and
Apparel business. Prior to joining the Group he
worked with the Tata Group in the Auto
Components Business where he was involved
from the start up of the business in 1997 till
2007 when it was close to a billion dollars in
size. In the initial part of his career he had
worked with Voltas Ltd in various capacities
rising upto the position of the Chief Financial
Officer of Allwyn - a Public Sector
undertaking which was taken over by Voltas
Limited. He is a commerce graduate from
Chennai University and qualified as a
Chartered Accountant and Cost Accountant.
BSc(Mathematics) ,
C.A., ICWA
Mr. Shriram Jagetiya is graduate in Science
and a Chartered cum Cost Accountant. He has
more than 20 years of working experience in
various finance functions within Aditya Birla
Group. He has also been involved in various
strategic initiatives and M&A activities of the
group besides fund raising (domestic as well as
international market), treasury & investments.
In recognition of his contribution to the Aditya
Birla Group, he was honoured with the
Chairman’s Exceptional Contributor Award in
2011.
None of the directors are also directors on the Board of Directors of PFRL.
f.
The brief audited financial details of the Acquirer for a period of the last three financial years and the 9
months ended December 31, 2012 are as follows.
13
9 months
ended Dec 31,
2012
(Audited)
Particulars
Year Ended
March 31,
2012
(Audited)
Year Ended
March 31,
2011
(Audited)
(Rs Lakhs)
Year Ended
March 31,
2010
(Audited)
Profit and Loss Statement
Income from Operations
-
-
-
-
Other Income
68.80
24.13
0
4.48
Total Income
68.80
24.13
0
4.48
2.37
0.65
0.34
3.64
66.43
23.48
(0.33)
0.84
0
0
0
0
Interest and finance expenses
146.91
1.55
8.31
2.92
Profit Before Tax
(80.48)
21.93
(8.65)
(2.08)
19.00
1.69
0
1.25
Total Expenditure
Profit Before Depreciation Interest
and Tax
Depreciation
Provision for Tax
Profit After Tax
(99.48)
20.24
(8.65)
Note:
1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format
Particulars
As at
December 31,
2012
(Audited)
Year Ended
March 31,
2012
(Audited)
Year Ended
March 31,
2011
(Audited)
470.00
200
200
(51.04)
7.68
(12.56)
(3.33)
(Rs Lakhs)
Year Ended
March 31,
2010
(Audited)
Balance Sheet Statement
(A) Shareholders’ Funds
Share Capital
Equity
Reserves and Surplus
I
-
-
418.96
207.68
187.44
Long-Term Borrowings
-
-
-
Deferred Tax Liabilities (Net)
-
-
-
Other Long-Term Liabilities
-
-
-
Long-Term Provisions
-
-
-
80,000.00
29.00
104.05
0.80
1.53
1.18
(B) Non-Current Liabilities
II
(C) Current Liabilities
Short-Term Borrowings
Trade Payables
Other Current Liabilities
Short-Term Provisions
III
0.02
0.22
11.28
4,414.51
0.26
0.26
84,415.33
31.01
116.77
14
Provided
separately
as per
the
old
Schedule
VI
Format
(refer
below)
Total (I+II+III)
84,834.29
238.69
304.21
50.00
102.50
102.50
-
-
-
-
-
-
50.00
102.50
102.50
80,000.00
1.80
196.88
-
-
2.25
4,714.21
2.79
2.59
17.15
130.02
-
52.93
1.58
-
V
84,784.29
136.19
201.71
Total (IV+V)
84,834.29
238.69
304.21
ASSETS
(D) Non-Current Assets
Net Fixed Assets
Non-Current Investments
Long-Term Loans and
Advances
Other Non-Current Assets
IV
(E) Current Assets
Current Investments
Inventories
Trade Receivables
Cash & Bank Balance
Short-Term Loans and
Advances
Other Current Assets
The audited balance sheet statement of ITSL as per the former prevailing Schedule VI Format is as below:
(Rs in Lacs)
Year
Ended
March 31,
Particulars
20101
(Audited)
Balance Sheet Statement
Sources of Funds
Paid up Share Capital
200
Share Warrants
-
Reserves and Surplus
(Excluding Revaluation Reserves)
(3.91)
Net worth
196.09
Secured Loans
-
Unsecured Loans
103.25
Deferred Tax Liabilities
-
Total
299.34
Uses of Funds
Net Fixed Assets
-
Capital Work in Progress
-
Investments
299.38
Net Current Assets
(0.04)
Total
299.34
Note:
1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format
15
Other Financial Data
Particulars
9 months
ended
December
31, 2012
(Audited)
Dividend (%)
Year Ended
March 31,
2012
(Audited)
Year Ended
March 31,
2011
(Audited)
Year Ended
March 31,
2010
(Audited)
0
0
0
0
Basic Earnings Per Share (Rs)
(3.95)
1.01
(0.43)
(0.60)
Diluted Earnings Per Share (Rs)
(3.95)
1.01
(0.43)
(0.60)
g.
As of December 31, 2012, the Acquirer does not have any contingent liabilities
h.
The Acquirer is not a listed company.
2.
ADITYA BIRLA NUVO LIMITED (PAC)
a.
ABNL is a public limited company incorporated as the Indian Rayon Corporation Limited on September
26, 1956 under the Companies Act, 1956. The name of the PAC was changed from The Indian Rayon
Corporation Limited to Indian Rayon and Industries Limited on January 23, 1987, as the company had
diversified into various businesses such as textiles, insulators and cements. Subsequently, the name of the
PAC was again changed on October 27, 2005 to Aditya Birla Nuvo Limited. The new name reflects the
company’s conglomerate status as ABNL has various diversified businesses directly or through its
subsidiaries / Joint Venture companies such as the Garments business, Carbon Black, Viscose Filament
Yarn, Insulators, Textiles, Fertilisers, Information Technology, Business Process Outsourcing, Life
Insurance, Financial services and Telecom business
b.
The registered office of ABNL is situated at Indian Rayon Compound, Veraval, Gujarat 362 266.
c.
ABNL is promoted by Mr. Kumar Mangalam Birla and Birla Group Holdings Private Limited and belongs
to the Aditya Birla group.
d.
The main objects of ABNL include the following:
i.
To carry on the business of manufacturing, buying, selling, importing, exporting, distributing,
processing, exchanging, converting, altering, twisting or otherwise handling or dealing in cellulose,
viscose rayon yarns and fibres, synthetic fibres and yarns, staple fibre yarns and such other fibres or
fibrous materials, transparent paper and auxiliary chemical products, allied products, by-products or
substances or substitutes for all or any of them or yarn or yarns for textile or other use as the Company
may deem necessary expedient or practicable
ii.
To manufacture and deal in all kinds of cotton, linen, silk, worsted and ortla goods and goods made of
jute, hemp, flax, cellulosic fibres, metallic fibres, glass fibres, protein fibres, rubber fibres, rayons,
polyesters, all kinds of synthetic polymers and other fibres or fibrous substances natural or otherwise;
to purchase cotton or all other fibrous materials either in the raw or manufactured state, to gin, comb,
prepare, spin, double, twist, wind, bleach, dye, finish and do other processes, connected with or
incidental to the general manufacture of the same; to manufacture and deal in all kinds of yarn and
thread including covered elastic thread and covered rubber thread from any or all of the said fibres or
fibrous substances, required for any of the purposes or weaving, sewing, knitting, embroidery, tapestry,
hosiery, texturising and all other special purposes in which any or all such yarns and threads could be
used; to weave or otherwise manufacture, buy and sell and deal in all kinds of fabric whether textile,
filter, netted, knitted, looped, bonded or otherwise made out of the said yarns or fibres; to manufacture
and deal as a wholesaler, retailer, distributor, exporter, broker, trader, agent, franchisee etc. in all kinds
of garments, dresses, hosiery etc. made from out of the said yarns, fibres and fabrics for every kind of
use; to make vitriol, bleaching and dyeing materials; to operate as dyers, printers, bleachers, finishers
and dressers; to purchase material for and to purchase or manufacture blocks, spools, bobbins, cones,
boxes, tickets, labels, wrappers, show cards, machines, tools and other appliances required in and
connected with the said business; and to trade in, deal in, sell and dispose of the articles purchased and
16
manufactured by the Company and to carry on any other operations and activities of whatsoever kind
and nature in relation or incidental to hereinabove
iii. To carry on the business of manufacturers of and dealers in chemicals of any nature and kind
whatsoever and as wholesale or retail chemists, druggists, analytical or pharmaceutical chemists, dry
salters, oil and colour men, importers, exporters and manufacturers of and dealers in heavy chemicals,
alkalies, acids, drugs, tanins, essences, pharmaceutical, sizing, medicinal, chemical, industrials and
other preparations and articles of any nature and kind whatsoever, mineral and other water soaps,
cements, oils, fats, paints, varnishes, compounds drugs, dyestuffs – organic or mineral – intermediates,
paints and colour grinders, makers of and dealers in proprietory articles of all kinds and of electrical,
chemical, photographical surgical and scientific apparatus and materials and to manufacture, refine,
manipulate import and deal in salts and marine minerals and their derivatives, by-products and
compounds of any nature and kind whatsoever.
iv. To carry on all or any of the business of the manufacturers of and dealers and workers in cement, lime,
plasters, mortar, concrete, whitings, casks, sacks, minerals, clay, earth, gravel, sand, coke, fuel,
artificial stone and builders requisites of all kinds
v.
To carry on the business of electrical engineers, electricians, engineers, contractors, manufacturers,
constructors, suppliers of and dealers in electrical and other appliances, cables, wirelines, dry-cells,
accumulators, lamps and works and to generate, accumulate, distribute and supply electricity for the
purposes of light, heat-motive power and for all other purposes for which electrical energy can be
employed and to manufacture and deal in all apparatus and things required for or capable of being used
in connection with the generation, distribution, supply, accumulation and employment of electricity
including in the term electricity all power that may be directly or indirectly derived therefrom or may
be incidentally hereafter discovered in dealing with electricity
vi. To carry on trade or business in India or elsewhere of manufacturing, producing, preparing, fertilizers
of all types, heavy chemicals and their by-products and derivatives and mixtures thereof
vii. To carry on in India or in any part of the world, the business of processing converting, producing,
manufacturing, formulating, using, buying, acquiring, storing, packaging, selling, transporting,
distributing, importing, exporting and disposing all types of fertilizers , chemicals, heavy chemicals,
bio-chemicals, acids, alkalis, agrochemicals and their by-products, derivatives and mixtures thereof,
applications in bio-technology, maintaining and rendering assistance and services of all and every
kind of any description for selling, exchanging, altering, improving and dealing in artificial and other
fertilizers, heavy chemicals, agro-chemicals and their by products of every description
viii. To carry on business as an Investment Company and to underwrite and sub-underwrite, to invest in
with or without interest or security and acquire by gift or otherwise and hold, sell, buy or otherwise
deal in shares, debentures, debenture stocks, bonds, units, obligations and securities issued or
guaranteed by Indian or Foreign Governments, States, Dominions, Sovereigns, Municipalities or Public
Authorities or bodies and shares, stocks, debentures, debenture stock, bonds, obligations and securities
issued and guaranteed by any company, corporation, firm or person whether incorporated or established
in India or elsewhere and to manage shares, stocks, securities, finance subject to necessary Government
approval and to deal with and turn to account the same, however the Company shall not carry on any
Chit fund activities or business of banking or insurance within the Banking Regulation Act, 1949 or the
Insurance Act
ix. To finance the Industrial Enterprises and to provide venture capital, seed capital, loan capital and to
participate in equity / preference share capital or to give guarantees on behalf of the company in the
matter and to promote companies engaged in industrial and Trading Business and to act as Financial
consultants, brokers, underwrites, promoters dealers, agents and to carry on the business of share
broking and general brokers for shares, debentures, debenture-stocks bonds, Units, obligations,
securities, commodities, bullion currencies and to manage the funds of any person or company by
investment in various avenues like Growth Fund, income Fund, Risk Fund, Tax Exempt Fund,
Pension/Superannuation Funds and to pass on the benefits of portfolio investments to the investors as
dividends, bonus, interest, etc and to provide a complete range of personal financial services like
investment planning, estate planning, tax planning, portfolio management, consultancy/ counseling
service in various fields, general administrative, commercial financial, legal ,economic, labour,
17
industrial public relations, scientific technical direct and indirect taxation and other levies, statistical,
accountant, quality control, data processing by acquiring/ purchasing sophisticated office machineries
such as computers, tabulators, addressing machines etc
x.
e.
To promote industrial finance by way of advances, deposits or lend money, securities and properties to
or with any company, body, corporate, firm, person or association whether falling under the same
management or otherwise, with or without security and on such terms as may be determined from time
to time; and to carry on and undertake the business of finance, investment and trading, hire-purchase,
leasing and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all
kinds of plant and machinery and equipment that the Company may think fit and to assist in financing
of all and every kind of description of hire-purchase or deferred payment or similar transactions and to
subsidise, finance or assist in subsidizing or financing the sale and maintenance of any articles, goods
and commodities of all and every kind of description upon any terms whatsoever and to purchase or
otherwise deal in all forms of movable property including plant and machinery, equipment, ships,
aircraft, automobiles, computers, and all consumer, commercial and industrial items and to lease or
otherwise deal with any of them in any manner whatsoever including resale thereof regardless of
whether the property purchased and leased be new and/or used
The shareholding pattern of ABNL as of March 31, 2013 is as follows:
S
No
(A)
(B)
Shareholder Category
% of Shares Held
As a % of
A+B
% of Shares Held
As a % of
A+B+C
64,624,697
Nil
64,624,697
55.22%
Nil
55.22%
53.76%
Nil
53.76%
33,948,004
29.01%
28.24%
18,458,434
52,406,438
15.77%
44.78%
15.35%
43.59%
117,031,135
100.00%
97.35%
1,425,000
NA
1.19%
1,757,052
3,182,052
NA
NA
1.46%
2.65%
Promoter and Promoter
Group
Indian
Foreign
Total Promoter and
Promoter Group
Public Shareholding
Institutions
(Mutual Funds / FI’s /
Banks, Insurance
Companies / FVCIs / FIIs /
Others)
Non-Institutions
Total Public Shareholding
Total (A) + (B)
(C)
No of Shares Held
Shares held by Custodians
and against which
Depository Receipts have
been issued
Promoter and Promoter
Group
Public
Total
Grand Total (A + B + C)
120,213,187
100.00%
Note: Additionally, as of March 31, 2013, there are 9,820,000 warrants held by the promoter group,
representing 7.55% of the total number of shares of ABNL assuming full conversion of warrants.
f.
The details of the directors of ABNL are as follows.
18
Date of
Appointment
23/09/1992
Qualifications
Experience
B.Com,
A.C.A,
M.B.A.
London
Mr. Kumar Mangalam Birla is the
Chairman of the Aditya Birla Group, which
operates in 36 countries across six continents.
A commerce graduate from the Mumbai
University, Mr. Birla is a chartered
accountant. He earned an MBA from the
London Business School.
Mr. Birla chairs the Boards of the major
Group companies in India and globally. Mr.
Birla holds several key positions on various
regulatory and professional Boards. He is a
Director on the Central Board of Directors of
the Reserve Bank of India. Earlier, he was
Chairman of the Advisory Committee
constituted by the Ministry of Company
Affairs and also served on The Prime
Minister of India’s Advisory Council on
Trade and Industry. He serves on the London
Business School’s Asia Pacific Advisory
Board and is a Honorary Fellow of the
London Business School.
14/03/1996
B.A.
Mrs. Rajashree Birla is a Director on the
Board of all the major Aditya Birla Group of
Companies; viz., Grasim Industries Ltd.,
Hindalco Industries Ltd. and Ultra Tech
Cement Ltd. Additionally, Mrs. Birla serves
as a Director on the Board of the Aditya Birla
Group’s International Companies spanning
Thailand, Indonesia, Philippines and Egypt.
As Chairperson of the Aditya Birla Centre for
Community
Initiatives
and
Rural
Development, the apex body responsible for
social development projects, Mrs. Birla
oversees the Group’s social and welfare
driven work across 30 companies. She is also
a Trustee of “Population First”, India, and of
BAIF Development Research Foundation,
Pune. Mrs. Birla studied arts, graduating
from the Loretto College at Calcutta.
Mr. B.L. Shah
15/04/1975
B.Com
Mr. B.L. Shah is a Commerce Graduate and
has worked for several companies on various
posts reaching to the position of President
and Director. Mr. Shah is presently a Director
on the Board of several companies.
4
Mr. P.
Murari*
28/01/2000
M.A.
( Economics)
5
Mr. B.R.
Gupta
28/01/2000
M.A.
(English)
Mr. P. Murari, is a retired IAS Officer. He
was Secretary to the President of India
before retiring from service in September ,
1992. He has held several key positions in
Government both at the Central and the State,
various institutions and professional bodies
and served on their Boards as Director/
Governor of Councils. Mr. Murari is
presently a Director on the Board of several
companies.
Mr. B. R. Gupta is a Post Graduate in Arts,
Law and a Graduate Fellow of Insurance
S No
Name
1
Mr. Kumar
Mangalam
Birla
2
Mrs. Rajashree
Birla
3
19
L.L.B, F.I.I.I
Institute of India and is former Executive
Director of Life Insurance Corporation of
India. He has very rich and varied experience
as Investment Consultant and as a Director
on the Boards of several companies.
Presently he is an Independent Director of the
Company.
Ms. Tarjani Vakil, is a Post Graduate in
Arts. Ms. Vakil retired from the position of
Chairperson and Managing Director of
EXIM Bank in 1996. Ms. Vakil is on the
Board of several companies. She is an
Independent Director of the Company and
also the Chairperson of Audit Committee of
the Company.
Mr. S. C. Bhargava is a Chartered
Accountant having more than 37 years of
experience. Mr. Bhargava is also a Director
on the Board of several companies.
6
Ms. Tarjani
Vakil
27/07/2000
M.A.
7
Mr. S.C.
Bhargava
29/04/2004
B.Com
( Hons) FCA
8
Mr. G.P.
Gupta
27/04/2005
M.Com
Mr. G. P. Gupta, a Post Graduate in
Commerce, is the former Chairman and
Managing Director of IDBI and former
Chairman of UTI. He has varied experience
in the areas of general management, financial
management, banking, industrial and
financial restructuring. Mr. Gupta is a
Director on the Board of several companies.
9
Dr. Rakesh
Jain*
01/10/2005
M.Tech/Ph.D,
USA
Dr. Rakesh Jain, the Managing Director of
ABNL, is M.Tech from IIT Kharagpur and
Ph.D. from University of Akron in the United
States. Dr. Rakesh Jain was Managing
Director of erstwhile Indo Gulf Fertilizers
Limited (IGFL) prior to its amalgamation
with ABNL. He has rich experience in the
areas of business development, strategy
formulation and technology management.
He started his career in GE Electro Materials,
Coshocton OH. Before joining IGFL, he was
holding the position of President & CEO for
India and South Asia in GE Plastics. He has
rich global experience in USA, Europe and
Asia in different capacities such as Business
Leader, Global Manufacturing Leader and
Six Sigma Leader in GE Group. Presently, he
is the “Business Director” of IT- ITeS, Agri,
& Insulators Business of ABNL.
10
Mr. Sushil
Agarwal*
01/06/2011
M.Com, C.A.
Mr. Sushil Agarwal, a qualified Chartered
Accountant and Masters in Commerce was
appointed as the Chief Financial Officer of
ABNL in May, 2009 and as a Whole Time
Director in June, 2011. He has been with the
Aditya Birla Group since the beginning of his
career in 1989 and has privilege of working
closely with the former Chairman Late Mr.
Aditya Vikram Birla and current Chairman
Mr. Kumar Mangalam Birla. He has richly
contributed with his widely acknowledged
financial acumen and analytical skills in
20
11
Mr.
Tapasendra
Chattopadhyay
30/05/2011
M.Sc.
(Chemistry)
12
Mr. Lalit Naik
01/01/2013
B.Tech (IIT
Kanpur) &
MBA (IIM
Ahmedabad)
many
Restructuring,
Mergers
and
Acquisitions initiatives of the Aditya Birla
Group. In recognition of his stellar
contribution he was honoured with the
Chairman’s Exceptional Contributor Award
in 2000. He was recognized in CFO India’s –
First Annual CFO” list under the category
“Winning Edge” in “Strategy”. He is on the
board of several companies and is widely
networked. He is familiar with operations in
most states in India and several countries
abroad through his experience of over 20
years.
Mr. T. Chattopadhyay, M.Sc. in Chemistry
is a nominee of Life Insurance Corporation of
India on the Board of the Company since
May 30, 2011. Mr. Chattopadhyay is a
former Executive Director of Life Insurance
Corporation of India, having rich experience
in the field of Insurance.
Mr. Lalit Naik is a B.Tech in Chemical
Engineering from IIT Kanpur and a MBA
from IIM Ahmedabad. He
is the Head of
Chemicals Business of Aditya Birla Group
since November, 2009. This business has a
turnover of around a billion dollars and has it
manufacturing operations in India, Thailand
and China. Mr. Naik provides strategic and
operational leadership to this business, both
in domestic and international sector. Under
his leadership the Chemicals Business of
Aditya Birla Group has grown steadily. Mr.
Naik has more than two and a half decades of
rich professional experience in the field of
Chemicals and has worked in leadership
positions in many companies. Prior to joining
Aditya Birla Group, Mr. Naik was the
Regional MD Asia Pacific of Saint Gobain, a
43 Billion Euro company. Mr. Naik started
his professional career with Bharat Petroleum
and later joined Godrej Soaps Limited.
During his long professional career, he
worked in Dow Chemical India Limited and
soon became an Executive Director of BASF
India Limited.
Directors marked with an asterisk (*) are also directors on the Board of Directors of PFRL.
g.
The brief audited financial details of ABNL for a period of the last three financial years and limited review
results for the 9 months ended December 31, 2012 is as follows.
21
(Rs in Crores)
Year
Year
Ended
Ended
March 31, March 31,
2010
2011
(Audited) (Audited)1
9 months
ended
December
31, 2012
(Unaudited)
Year
Ended
March 31,
2012
(Audited)
7,334.81
8,433.48
6,447.24
4,827.47
Other Income
50.60
189.74
74.86
70.79
Total Income
7,385.41
8,623.22
6,522.10
4,898.26
Total Expenditure
6,648.06
7,572.99
5,562.16
4,063.76
Profit Before Depreciation Interest and Tax
737.35
1,050.50
959.94
834.50
Depreciation
158.39
203.06
194.05
180.10
Interest and Finance expenses
271.37
312.99
270.81
334.10
Profit before Exceptional Item and Tax
307.59
534.18
495.08
320.30
Exceptional Items
-
(103.88)
-
-
Profit Before Tax
307.59
430.30
495.08
320.30
Provision for Tax
68.32
84.91
115.39
36.90
Profit After Tax
239.27
345.39
379.69
283.40
Particulars
Profit and Loss Statement
Income from Operations
Notes:
1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format
Particulars
(Rs in Crores)
Year
Year
Ended
Ended
March March 31,
2010
31, 2011
(Audited) (Audited)
As at
December 31,
2012
(Unaudited)
Year
Ended
March
31, 2012
(Audited)
113.53
113.52
113.51
0.10
0.10
0.10
5,804.08
5,564.97
5,287.14
375.74
-
-
6,293.45
5,678.59
5,400.75
0.13
-
-
Balance Sheet Statement
(A) Shareholders’ Funds
Share Capital
Equity
Preference
Reserves and Surplus
Money received against share warrants
I
(B) Share Application Money pending
Allotment
II
(B) Non-Current Liabilities
Long-Term Borrowings
1,144.83
1,406.42
1,481.79
Deferred Tax Liabilities (Net)
159.42
158.22
173.61
Other Long-Term Liabilities
71.84
69.62
52.24
5.23
5.58
6.18
1,381.32
1,639.384
1,713.82
Long-Term Provisions
III
(C) Current Liabilities
22
Provided
separately
as per
the
old
Schedule
VI
Format
(refer
below)
Short-Term Borrowings
3,053.66
2,670.38
1,101.73
Trade Payables
1,452.19
1,227.32
943.71
Other Current Liabilities
867.60
812.76
893.63
Short-Term Provisions
104.56
159.18
148.08
IV
5,478.01
4,869.64
3,087.15
Total (I+II+III+IV)
13,152.91
12,188.07
10,201.72
Net Fixed Assets
2,087.14
1,948.19
1,834.23
Non-Current Investments
6,152.92
5,597.95
5,424.41
280.18
410.20
194.04
0.98
1.13
1.81
8,521.22
7,957.47
7,454.49
-
-
53
Inventories
1,454.55
1,320.69
1,203.24
Trade Receivables
ASSETS
(D) Non-Current Assets
Long-Term Loans and Advances
Other Non-Current Assets
V
(E) Current Assets
Current Investments
2,527.89
1,690.19
1,109.29
Cash & Bank Balance
191.84
596.95
20.90
Short-Term Loans and Advances
388.87
377.71
273.04
68.54
245.06
87.76
Other Current Assets
VI
4,631.69
4,230.60
2,747.23
Total (V+VI)
13,152.91
12,188.07
10,201.72
The audited balance sheet statement of ABNL as per the former prevailing Schedule VI Format is as below:
(Rs in Crores)
Year
Ended
March 31,
Particulars
20101
(Audited)
Balance Sheet Statement
Sources of Funds
Paid up Share Capital
103.11
Share Warrants
142.07
Reserves and Surplus
(Excluding Revaluation Reserves)
4,416.33
Net worth
4,661.51
Secured Loans
2,074.85
Unsecured Loans
1,565.17
Deferred Tax Liabilities
178.47
Total
8,480.00
Uses of Funds
Net Fixed Assets
1,552.22
Capital Work in Progress
263.06
Investments
5,435.85
Net Current Assets
1,228.87
Total
8,480.00
23
Notes:
1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format
Other Financial Data
9 months
ended
December 31,
2012
(Unaudited)
-
Year Ended
March 31,
2012
(Audited)
Year Ended
March 31,
2011
(Audited)
Year Ended
March 31,
2010
(Audited)
60%
55%
50%
Basic Earnings Per Share (Rs)
21.08
30.43
35.84
28.81
Diluted Earnings Per Share (Rs)
21.06
30.41
34.98
27.62
Particulars
Dividend (%)
h.
As of December 31, 2012, ABNL has the following contingent liabilities:
Particulars
(Rs in Crores)
Claims against the company not acknowledged as debts
A
In respect of Income Tax matters
39.89
B
In respect of excise & custom matters
76.35
C
In respect of service tax matters
D
In respect of sales tax matters
8.48
28.63
i.
ABNL is presently listed on the BSE (Scrip Code: 500303) and NSE (Ticker: ABIRLANUVO), ISIN:
INE069A01017)
j.
The closing market price of the equity shares of ABNL on BSE and NSE as of April 18, 2013 is Rs 968.85
and Rs 969, respectively.
k.
ABNL has complied with the conditions of corporate governance as stipulated in clause 49 of the listing
agreements with the Stock Exchanges.
l.
The details of the Compliance Officer of ABNL are as follows:
Name:
Mr. Devendra Bhandari
Address:
A-4, Aditya Birla Centre, S.K.Ahire Marg Worli, Mumbai – 400 030
Tel:
022 -66525000
Fax:
022-66525821
Email:
[email protected]
24
III. BACKGROUND OF THE TARGET COMPANY
1.
2.
Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Limited)
(CIN: U18101MHPLC2007233901) is a public limited company incorporated on April 19, 2007 under the
Companies Act. Vide an online application dated April 11, 2013, the company had applied to the Ministry
of Corporate Affairs, for change of its name from “Peter England Fashions and Retail Limited” to
“Pantaloons Fashion & Retail Limited”. The application has been approved with effect from April 23,
2013. The registered office of PFRL is situated at 701-704 Skyline Icon Business Park, 86-92 Off A.K.
Road, Marol Village, Mumbai – 400 059 .
The share capital structure of PFRL as of the date of this Offer Letter is as follows:
Paid Up Equity Shares of
PFRL
3.
No. of Equity Shares / Voting
Rights
% of Equity Shares / Voting
Rights
Fully Paid Up Equity Shares
92,793,529
100%
Partly Paid Up Equity Shares
Nil
Nil
Total Paid Up Equity Shares
92,793,529
100%
Total Voting Rights
92,793,529
100%
The equity shares of PFRL are presently not listed on any stock exchange. However, as per the Scheme,
the shares issued by PFRL in terms of Clause 12 of the Scheme and the shares held by shareholders of
PFRL prior to such issuance will be listed and admitted to trading on the Stock Exchanges, where the
shares of FRL are presently listed and admitted to trading i.e. BSE and NSE and all necessary applications
will be made in this respect by the PFRL. Axis Capital Limited is acting as Advisor to PFRL/Target
Company for the listing of its equity shares.
4.
There are no outstanding convertible instruments convertible into equity shares of PFRL.
5.
The details of the Board of Directors of PFRL is as follows:
S
No
Name
1.
Dr. Rakesh
Jain
2.
Mr. Pranab
Barua
Date of
Appointme
nt
19/04/2013
23/01/2009
Qualifications
Experience
M.Tech/Ph.D.,
USA
Dr. Rakesh Jain, the Managing Director of ABNL,
is M.Tech from IIT Kharagpur and Ph.D. from
University of Akron in the United States. Dr.
Rakesh Jain was Managing Director of erstwhile
Indo Gulf Fertilizers Limited (IGFL) prior to its
amalgamation with ABNL. He has rich experience
in the areas of business development, strategy
formulation and technology management.
He
started his career in GE Electro Materials,
Coshocton OH. Before joining IGFL, he was
holding the position of President & CEO for India
and South Asia in GE Plastics. He has rich global
experience in USA, Europe and Asia in different
capacities such as Business Leader, Global
Manufacturing Leader and Six Sigma Leader in GE
Group. Presently, he is the “Business Director” of
IT- ITeS, Agri, & Insulators Business of ABNL.
GraduateEnglish
Honours
Mr. Pranab Barua is Business Director for the
Apparel & Retail Business of Aditya Birla
Group. Mr. Barua has over 35 years of professional
experience, having worked in different Companies
(including top multinationals) and Industries. In
particular, his professional background includes
experience as Chairman and Managing Director of
25
3.
Mr. Sushil
Agarwal
06/08/2009
M.Com, C.A.
4.
Mr. P
Murari
19/04/2013
M.A.
(Economics)
5.
Mr. Bharat
Patel
19/04/2013
B.A. (Hons.),
Accounting,
University of
Waterloo,
M.A.,
Economics,
University of
Notre Dame,
USA,
MBA,
Marketing,
University of
Michigan,
USA.
Reckitt Benckiser; Regional Director, Reckitt
Benckiser for South Asia; Foods Director on the
Hindustan Unilever Board; and Sales and Marketing
Director of Brooke Bond India Ltd. He has also
worked closely with Private Equity Groups like
IL&FS, Actis and India Value Fund for their
investor companies like Godrej Tea and Trinethra
Super Retail. He is a graduate in English honours
from St Stephens College, New Delhi. He has also
attended many advanced Management programs in
India and abroad. "
Mr. Sushil Agarwal, a qualified Chartered
Accountant and Masters in Commerce was
appointed as the Chief Financial Officer of ABNL in
May, 2009 and as a Whole Time Director in June,
2011. He has been with the Aditya Birla Group
since the beginning of his career in 1989 and has
privilege of working closely with the former
Chairman Late Mr. Aditya Vikram Birla and current
Chairman Mr. Kumar Mangalam Birla. He has
richly contributed with his widely acknowledged
financial acumen and analytical skills in many
Restructuring, Mergers and Acquisitions initiatives
of the Aditya Birla Group. In recognition of his
stellar contribution he was honoured with the
Chairman’s Exceptional Contributor Award in 2000.
He was recognized in CFO India’s – First Annual
CFO” list under the category “Winning Edge” in
“Strategy”. He is on the board of several companies
and is widely networked. He is familiar with
operations in most states in India and several
countries abroad through his experience of over 20
years.
Mr. P. Murari, is a retired IAS Officer. He was
Secretary to the President of India before retiring
from service in September, 1992. He has held
several key positions in Government both at the
Central and the State, various institutions and
professional bodies and served on their Boards as
Director/ Governor of Councils. Mr. Murari is
presently a Director on the Board of several
companies.
Mr. Bharat Patel is the former Chairman of Procter
& Gamble Hygiene and Health Care Ltd. and
presently the Chairman of Indian Society of
Advertisers (ISA). He has over 40 years of varied
experience in the field of marketing, sales, exports,
manufacturing, etc. He holds MA in Economics
from the University of Notre Dame, USA and MBA
in Marketing from the University of Michigan,
USA. Apart from being associated with various
Industry Associations, he is on the Board of various
companies.
None of the directors are also directors on the Board of the Acquirer.
26
The Acquirer was already in control of PFRL prior to the effectiveness of the Scheme, and will continue to
be in control of PFRL post the effectiveness of the Scheme and the completion of the Offer.
6.
PFRL is a party to the Scheme, more particularly described in Section I (Details of the Offer) of this Offer
Letter.
Other than as stated above, there were no mergers, de-mergers, and / or spin-offs involving PFRL in the last
3 years.
7.
The brief audited financial details of PFRL for a period of the last three financial years for the 9 months
ended December 31, 2012 is as follows:
8.
The financial disclosures for PFRL made below are pre Demerger accounts and as such may not be
comparable to the post demerger financial statements of PFRL
(Rs Lakhs)
9 months
Year Year Ended
Year Ended
ended Dec 31,
Ended
March 31,
March 31,
Particulars
2012
March 31,
2011
20101
(Audited)
2012
(Audited)
(Audited)
(Audited)
Profit and Loss Statement
Income from Operations
809.09
1,834.07
1,278.40
1,359.55
Other Income
4,318.99
47.62
1.48
546.16
Total Income
5,128.08
1,881.69
1,279.87
1,905.72
671.13
1,699.02
1,275.70
2,707.01
4,456.95
182.67
4.18
(801.29)
Depreciation
0.04
0.08
0.08
477.12
Interest and Finance expenses
6.52
3.54
0.37
1,252.41
4,450.39
179.04
3.72
(2,530.82)
Exceptional Items
-
-
-
-
Profit before Tax
4,450.39
179.04
3.72
(2,530.82)
Provision for Tax
1,440.15
56.74
2.50
6.62
Total Expenditure
Profit Before Depreciation Interest
and Tax
Profit Before Exceptional Items and
Tax
Profit After Tax
3,010.24
122.30
1.22
Notes:
1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format
(2,537.44)
(Rs Lakhs)
Particulars
Balance Sheet Statement
(A) Shareholders’ Funds
Share Capital
Equity
Preference
Reserves and Surplus
Money received against share warrants
I
(B) Share Application Money
As at
December 31,
2012
Year Ended
March 31,
2012
Year Ended
March 31,
2011
(Audited)
(Audited)
(Audited)
50.00
50.50
3,030.17
3,130.67
-
27
50.00
50.50
19.93
120.43
-
50.00
50.50
(88.27)
12.23
-
Year Ended
March 31,
2010
(Audited)
pending Allotment
II
(B) Non-Current Liabilities
Long-Term Borrowings
Deferred Tax Liabilities
Other Long-Term Liabilities
Long-Term Provisions
III
(C) Current Liabilities
Short-Term Borrowings
Trade Payables
Other Current Liabilities
Short-Term Provisions
IV
Total (I+II+III+IV)
ASSETS
(D) Non-Current Assets
Net Fixed Assets
Non-Current Investments
Deferred Tax Asset
Long-Term Loans and Advances
Other Non-Current Assets
V
(E) Current Assets
Current Investments
Inventories
Trade Receivables
Cash & Bank Balance
Short-Term Loans and Advances
Other Current Assets
VI
Total (V+VI)
-
-
-
80,294.50
150.24
37.06
1,375.06
81,856.86
84,987.54
174.57
17.24
66.42
258.23
378.67
146.67
13.67
11.91
172.25
184.48
5.08
1.41
6.49
0.04
31.77
1.89
33.70
0.12
31.77
2.72
34.62
80,000.00
23.58
12.36
121.64
525.08
4,298.39
84,981.05
84,987.54
20.43
178.57
4.80
124.21
16.95
344.97
378.67
19.74
62.69
3.34
64.09
149.86
184.48
Provided
separately
as per
the
old
Schedule
VI
Format
(refer
below)
The audited balance sheet statement of PFRL as per the former prevailing Schedule VI Format is as below:
(Rs lakhs)
Year Ended
March 31,
Particulars
2010
(Audited)
Sources of Funds
100.50
Paid up Share Capital
Share Warrants
(89.49)
Reserves and Surplus
(Excluding Revaluation Reserves)
11.01
Net worth
Secured Loans
Unsecured Loans
Deferred Tax Liabilities
11.01
Total
Uses of Funds
28
0.21
10.80
11.01
Net Fixed Assets
Capital Work in Progress
Investments
Net Current Assets
Total
Other Financial Data
As at / 9
months
ended
December
31, 2012
(Audited)
Year Ended
March 31,
2012
(Audited)
Year Ended
March 31,
2011
(Audited)
Year Ended
March 31,
2010
(Audited)
-
-
-
-
Basic Earnings Per Share (Rs)
602.05
21.64
(1.63)
(33.20)
Diluted Earnings per Share (Rs)
602.05
21.64
(1.63)
(33.20)
128.20 %
87.93 %
10.00%
-
616.03
13.99
27.65
27.90
Particulars
Dividend (%)
Return on Net Worth
Book Value per Share
9.
As of December 31, 2012, PFRL did not have any contingent liabilities.
10. The pre and post Offer shareholding pattern of PFRL, as on the date of this Offer Letter is as follows:
Shareholders
Category
Shareholding & voting
rights prior to the
Scheme
(A)
No
(%)
Shareholding &
voting rights post the
Scheme (i.e. including
conversion of the
ITSL OFCDs)
(B)
No
(%)
Shares / voting rights
proposed to be acquired
/ sold in the Offer
(Assuming Full
Acceptance)
(C)
No
(%)
Shareholding / voting
rights after the
Scheme, conversion of
ITSL OFCDs, and
Offer
(B) + (C) = (D)
No
(%)
(1) Promoter group / Acquirer
ITSL
500,000
100.0%
46,477,011
50.09%
Nil
Nil
14,410,618
15.53%
69,591,879
75.00%
23,114,868
24.91%
(23,114,868)
(24.91%)
This will depend on the
response from each category
(2) Public
a. FIs / MFs / FIIs /
Banks / SFIs(2)
b. Others
Nil
Nil
31,905,900
34.38%
Total (a + b)
Nil
Nil
46,316,518
49.91%
(23,114,868)
(24.91%)
23,201,650
25.00%
Grand Total
(1 + 2)
500,000
100.0%
92,793,529
100.00%
Nil
Nil
92,793,529
100.00%
Notes:
1. Based on the shareholding pattern of PFRL as of April 19, 2013
2. Includes Mutual Funds / UTI, Financial Institutions / Banks, Insurance Companies, FIIs
3. The total number of public shareholders of the Target Company as of April 19, 2013 is 50,585
4. The promoters of the Demerged Company shall not be entitled to participate in the Offer
29
IV.
SUMMARY FINANCIAL INFORMATION OF THE PANTALOONS BUSINESS
1.
Summary divisional financial information of the Pantaloons Business for the 6 month period commencing
from the Appointed Date i.e. July 1, 2012 and ending on December 31, 2012 is as follows.
2.
The Appointed date of the Scheme is July 1, 2012 and Effective date is April 8, 2013. During the aforesaid
period, as per the terms of the Scheme, the conduct of the Business was managed by FRL (erstwhile PRIL)
in the ordinary course. The financial information presented below pertains to a part of this period and is
provided by the management of PFRL based on information received from FRL. Please note that the
financial information below is unaudited and has been provided only as additional information to the
Equity Shareholders.
Rs in Crores
6 months ended Dec 31, 2012
(Unaudited)
Particulars
Profit and Loss Statement
826.67
Net sales/income from operations (Net of excise duty)
13.18
Other Operating Income
839.85
Total income from operations (net)
Expenses
Purchases of traded goods
Changes in inventories of finished goods, work in progress, and stock in trade
– (Increase) / Decrease
Employee benefits cost
Depreciation & amortization
527.67
(19.78)
54.29
23.11
Other expenses
193.96
Total Expenses
779.26
Profit from Operations before other income and finance costs
Other Income
60.60
0.01
Profit from ordinary activities before finance costs
60.60
Finance Costs
95.48
Profit / (Loss) from ordinary activities before tax
Notes:
1.
2.
3.
4.
5.
(34.87)
Inter Division stock transfer between divisions has not been considered as purchase or sales for the
purpose of above financial results.
Tax expenses have been provided for the company as a whole and not allocated to various formats.
Other expenses includes Rs. 3.87 crores towards loss on discard of fixed assets of closed stores.
Management has allocated proportionate head office expenses towards personnel cost and rent to
Pantaloons Format on estimated basis
As provided in the opening Financial Statements, annexed as Schedule 1 to the Scheme, the Business
had total loans of Rs. 1,600 Cr as of June 30, 2012. Since then, a sizeable portion of the loans have
been retired as per the terms of the transaction. Accordingly, the finance costs may not be comparable
to that of the post Demerger financial statements of PFRL
30
Rs in Crores
As at
December
31, 2012
(Unaudited)
Particulars
Statement of assets and liabilities
Shareholders funds
Reserves and Surplus
(34.87)
Long-term borrowings
524.01
Long-term provisions
2.47
Total non-current liabilities
526.49
Short-term borrowings
872.29
Short-term provisions
0.45
Trade payables
391.41
Other current liabilities
287.47
Total current liabilities
1,551.63
TOTAL EQUITY AND LIABILITIES
2,043.24
Fixed Assets
(i) Tangible Assets
527.11
(ii) Intangible assets
1,041.06
(iii) Capital work-in-progress
20.67
Long-term loans and advances
58.83
Total non-current assets
1,647.67
Inventories
365.39
Trade receivables
9.81
Cash and cash equivalents
12.82
Short-term loans and advances
7.55
Total current assets
395.57
TOTAL ASSETS
2,043.24
As of December 31, 2012 the Pantaloons Business did not have any contingent liabilities
31
V. OFFER PRICE AND FINANCIAL ARRANGEMENTS
1.
The offer price as provided under the Scheme as approved inter-alia by FRL Equity Shareholders and FRL
DVR Shareholders in the meeting held on December 6, 2012, and approved by the High Court of Judicature
at Bombay is Rs 175/- per Equity Share. The Offer Price is higher than the price at which the ITSL OFCDs
have been converted into equity shares of PFRL.
2.
Assuming full acceptance of the Offer, the total funds requirements is Rs 404,51,01,900/- (Rupees four
hundred and four crore fifty one lakh one thousand and nine hundred only) (“Maximum Consideration”) .
The Offer is not subject to differential pricing.
3.
The Acquirer has provided a bank guarantee dated April 18, 2013 for an amount of 102,00,00,000/(Rupees one hundred and two crore only) from Axis Bank Limited, having its head office at 3rd floor,
Trishul, Opposite Samrtheswar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006 and a corporate
banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang Budhkar Marg,
Worli, Mumbai 400 025, in favor of the Advisor (the “Bank Guarantee”). The Bank Guarantee is valid
until July 15, 2013. The Advisor has been duly authorized to realize the Bank Guarantee. The Acquirer
undertakes that in case the Offer process is not completed within the validity of Bank Guarantee, then the
Bank Guarantee will be further extended at least up to thirty (30) days from the date of completion of
payment of consideration to shareholders who have validly tendered the Equity Shares held by them in
PFRL in this Offer.
4.
The Acquirer has also opened a cash escrow account in the name and style of Peter England Fashions and
Retail Limited - Open Offer Escrow Account” (“Escrow Account”) with Axis Bank Limited having its
head office at 3rd floor, Trishul, Opposite Samrtheswar Temple, Law Garden, Ellis Bridge, Ahmedabad 380
006 and a corporate banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang
Budhkar Marg, Worli, Mumbai 400 025(“Escrow Bank”) and made a cash deposit of an amount of
5,00,00,000/- (Rupees five crore only) being more than 1% of the Maximum Consideration (“Cash
Escrow Amount”). The Advisor has been duly authorized to realize the value of the aforesaid Escrow
Account.
5.
The Acquirer has made firm financial arrangement for financing the acquisition of Equity Shares under the
Offer. The Acquirer proposes to fund the Offer out of funds available with the Acquirer group (being
Acquirer and the PAC).
6.
M/s P N Jhaveri & Associates, Chartered Accountants (Membership number: 107374, Tel. No.: +91 22
22041840), having office at Shiv Sadan, Flat #1, Ground Floor, C Road, Churchgate, Mumbai 400 020,
vide certificate dated April 18, 2013, have certified that adequate and firm financial resources are available
with the Acquirer to enable it to fulfill its financial obligations under this Offer
32
VI.
TERMS AND CONDITIONS OF THE OFFER
1.
Operational Terms and Conditions
a.
As per the schedule of activities, the Tendering Period will commence on May 7, 2013 and will close on
May 20, 2013.
b.
The Equity Shares offered under this Offer should be free from all liens, charges, equitable interests,
encumbrances and are to be offered together with, if any, of all rights of dividends, bonuses or rights from
now on and declared hereafter
c.
This is not a conditional Offer and there is no stipulation on any minimum level of acceptance
d.
The Identified Date for this Offer as per the tentative schedule of activity is April 20, 2013
e.
The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be 1(one
only).
f.
The Equity Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to
withdraw such acceptance.
2.
Locked in Equity Shares
a.
To the best of our knowledge, there are no Equity Shares of PFRL that are both eligible to be tendered in
the Offer, and locked-in.
3.
Eligibility for accepting the Offer
a.
This Offer Letter shall be sent to all Equity Shareholders / Beneficial Owners holding Equity Shares (except
the FRL Promoters, the Acquirer and PAC) whose names appear in the register of PFRL as on the
Identified Date. (Pursuant to the Scheme, PFRL has issued and allotted 46,316,518 fully paid up equity
shares to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013). This Offer Letter
shall be only sent to the Indian addresses of the Equity Shareholders. Equity Shareholders holding shares in
dematerialized form are required to update their Indian addresses with their DP and Equity Shareholders
holding shares in physical form with the registrar and transfer agent of the Target Company.
b.
All Equity Shareholders/Beneficial Owners who own Equity Shares of PFRL and are able to tender such
Equity Shares in this Offer at any time before the closure of the Offer, are eligible to participate in this
Offer.
c.
The Form of Acceptance and other documents required to be submitted, herewith, will be accepted by
Registrar to the Offer between 10:00 AM to 1.00 PM and 2.00 PM to 5:00 PM on working days (Monday to
Friday) during the Tendering Period.
d.
Equity Shareholders may submit applications on plain paper however these must be accompanied with the
Depository Participant Letter. The format of the Depository Participant Letter is enclosed in the Form of
Acceptance provided with this Offer Letter. The Offer Letter and Form of Acceptance are also available on
the website of the Registrar to the Offer at www.linkintime.co.in
e.
The acceptance of this Offer by the Equity Shareholders of PFRL must be absolute and unqualified. Any
acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning
any reason whatsoever
f.
The acceptance of this Offer is entirely at the discretion of the Equity Shareholder(s) /Beneficial owner(s)
of PFRL.
g.
The Acquirer and Registrar to the Offer accept no responsibility for any loss of Equity Share Certificates,
Forms of Acceptance, Share Transfer Deed etc. during transit and the Equity Shareholders of PFRL are
advised to adequately safeguard their interest in this regard
33
h.
The acceptance of Equity Shares tendered in the Offer will be made by the Acquirer in consultation with the
Registrar to the Offer
i.
The instructions, authorizations and provisions contained in the Form of Acceptance constitute part of the
terms of the Offer
j.
For any assistance please contact the Registrar to the Offer.
4.
Statutory and Other approvals
a.
To the best knowledge and belief of the Acquirer and PAC as of the date of this Offer Letter, there are no
statutory approvals required to implement this Offer. If any statutory approvals are required or become
applicable prior to completion of this Offer, this Offer would also be subject to the receipt of such statutory
approvals
b.
This Offer shall stand withdrawn in the event a binding order of court or governmental authority of
competent jurisdiction is received directing the withdrawal of the offer. However, currently there are no
circumstances to believe that such an event would occur
c.
Subject to the receipt of statutory approval, the Acquirer and PAC shall complete all procedures relating to
this Offer within 10 working days from the date of closure of the tendering period to those Equity
Shareholders whose share certificates and/ or other documents are found valid and in order and are accepted
for acquisition by the Acquirer.
d.
The Acquirer shall be responsible to pursue all statutory approvals required by the Acquirer in order to
complete this Offer without any default, neglect or delay
e.
Where any statutory approval extends to some but not all the Equity Shareholders, the Acquirer shall have
the option to make payment to such Equity Shareholders in respect of whom no statutory approvals are
required in order to complete this Offer
34
VII. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
1.
This Offer Letter with the Form of Acceptance will be mailed to the Equity Shareholders, whose names
appear on the register of members of PFRL and to the beneficial owners of the Equity Shares whose names
appear in the beneficial records of the respective depositories as of the close of business on the Identified
Date.
2.
Equity Shareholders can also download this Offer Letter and the Form of Acceptance from the website of
the Registrar at www.linkintime.co.in or obtain a copy from the Registrar to the Offer.
3.
Equity Shareholders should follow the following procedure to ensure acceptance and settlement of their
tendered Equity Shares
No
Procedure
Document Required
For Equity Shareholders holding shares in DEMATERIALIZED form
1
2
3
Form of Acceptance to be duly filled in accordance with the
instructions therein and signed by all the beneficial owners as
per the records of the DP
Fill out and execute a delivery instruction slip and submit the
same to your Depository Participant for execution. A
photocopy of the executed delivery instruction slip should be
sent along with the Form of Acceptance to be sent to the
Registrar.
Request your Depository Participant to sign and stamp the
Depository Participant letter attached to the Form of
Acceptance. In this regard, the Depository Participant should
refer to any instructions that may have been sent by NSDL /
CDSL by way of a circular in this regard.
Form of Acceptance
(enclosed with this Offer Letter)
Delivery Instruction Slip
Depository Participant Letter
Other documents as may be
required (Refer Form of
Acceptance)
4
Any other documents as specified in the Form of Acceptance
in certain cases (e.g. FIIs)
5
Submit all the above documents to the Registrar to the Offer
1
Form of Acceptance to be duly filled in accordance with the
instructions therein and signed by all Equity Shareholders
whose names appear on the share certificates
Form of Acceptance
(enclosed with this Offer Letter)
2
Original Share Certificate of PANTALOONS FASHION &
RETAIL LIMITED to be enclosed
Original Share Certificate
For Equity Shareholders holding shares in PHYSICAL form
4
Valid share transfer deeds duly executed.
In case you obtain a blank transfer deed from the market, the
details of the buyer should be left blank and in which case, if
the details of buyer are filled in, the tender will not be valid
under the Offer.
Self-attested copy of the PAN card of the shareholder to be
enclosed
5
Any other documents as specified in the Form of Acceptance
in certain cases (e.g. FIIs)
6
Submit all the above documents to the Registrar to the Offer
3
4.
Valid Share Transfer Deed
Self-attested copy of the PAN card
Other documents as may be
required (Refer Form of
Acceptance)
Equity Shareholders who wish to accept this Offer can hand-deliver the Form of Acceptance along with the
other documents required to accept this Offer, at any of the collection centers mentioned below so as to
reach the Registrar to the Offer during business hours on or before 5.00 pm on May 20, 2013, i.e. the
closure of the Tendering Period, in accordance with the procedure as set out in this Offer Letter
35
City
1
2
3
4
5
6
Mumbai
Mumbai
Ahmedabad
Bangalore
Kolkata
New Delhi
7
Pune
8
Hyderabad
Address
Link Intime India Pvt. Ltd,
C-13, Panalal Silk Mills
Compound, L B S Marg,
Bhandup (W), Mumbai 400078.
Skystock Services (India)
Pvt. Ltd.
7, Hatim Building, Banaji
Street, Fort, Mumbai 400
001
Link Intime India Pvt. Ltd,
303, 3rd Floor, Shoppers
Plaza V, Opp. Municipal
Market,
Behind Shoppers Plaza II,
Off C G Road,
Navrangpura,
Ahmedabad - 380009
Link Intime India Pvt. Ltd.,
543/A, 7TH Main , 3rd
Cross, Hanumanthanagar,
Bangalore - 560 019
Link Intime India Pvt. Ltd,
59C,Chowringhee
Road,3rd Floor,
Kolkata -700020
Link Intime India Pvt. Ltd.,
44 Community Centre 2nd
Floor, Nariana Industrial
Area Phase I, Near PVR,
Nariana,
New Delhi 110 028
Link Intime India Pvt. Ltd,
Block No 202 2nd Floor,
Akshay Complex, Near
Ganesh Temple, Off Dhole
Patil Road,
Pune 411 001.
Skystock Services (India)
Pvt. Ltd.C/o PRVS Courier
1-8-155/A, Behind
Autofin Showroom,
Above Sharavana Bhavan
Hotel, CG Road,
Secunderabad 500003
Tel. No.
Contact Person/E-mail ID
Tel: 022-25967878
Fax: 022-25960329
Pravin Kasare
[email protected]
o.in
Tel: 022-40171818
Fax :022- 40171819
Ms.Antonette R
[email protected]
Mode of
Delivery
Hand
Delivery &
Registered
Post
Hand
Delivery
Hand
Delivery
079-2646 5179
(Telefax)
Hitesh Patel
[email protected].
in
080-26509004
(Telefax)
Nagendra Rao
[email protected]
033-22890539/40
(Telefax)
S.P. Guha
[email protected]
Tel: 01141410592/93/94
Fax: 011-41410591
Tel: 020- 26160084,
26161629
Telefax: 020 26163503
Hand
Delivery
Hand
Delivery
Hand
Delivery
Swapan Naskar
[email protected]
Hand
Delivery
Rajeeva Koteshwar
[email protected]
Tel: 040Mr. Sirish Terela
65648544/65908183
[email protected]
Fax: 040 -27729082
Hand
Delivery
All of the centres mentioned above will be open on all the working days (Monday to Friday) during the
business hours from 10.00 AM to 1.00 PM and 2.00 PM to 5.00 PM
5.
Equity Shareholders who cannot hand deliver their documents at the collection center referred to above,
may send the same by registered post with acknowledgement due or by courier, at their own risk and cost,
to the Registrar to the Offer at its address as mentioned on the cover page of this Offer Letter so as to reach
the Registrar before close of business on May 20, 2013 i.e. the closure of the Tendering Period.
6.
Beneficial Owners who wish to tender their Equity Shares will be required to send their Form of
Acceptance along with a photocopy of the delivery instructions in “Off–market” mode or counterfoil of the
delivery instruction in “Off–market” mode, duly acknowledged by the DP in favor of a Special Depository
Account opened by the Registrar to the Offer, in accordance with instructions specified in the Offer Letter
and in the Form of Acceptance. However, as the ISIN of the Equity Shares of PFRL is currently in
36
‘Suspended’ status, your Depository Participant must also execute the “Depository Participant
Letter” as enclosed with the Form of Acceptance, requesting the Registrar to the Offer to facilitate the
transfer of the Equity Share. The photocopy of the executed delivery instruction slip along with the
Depository Participant Letter and any other document should reach the Registrar to the Offer on or before
the close of the Offer, i.e. May 20, 2013. The details of the Special Depository Account are given below
Axis Bank Limited
Depository Participant Name
DP ID
IN300484
Beneficiary Account Number / Client ID
16816072
LIIPL – PFRL Offer Escrow Demat Account
Special Depository Account Name
INE647O01011
ISIN
NSDL
Depository
Off-Market
Mode of Instruction
Shareholders having their beneficiary account with CDSL have to use inter-depository delivery instruction
slip.
7.
Equity Shareholders who wish to tender their Equity Shares, held in physical form, will be required to send
the Form of Acceptance, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the
Offer, either by hand delivery or registered post on weekdays, at their sole risk, so as to reach the Registrar
to the Offer, on or before the closure of the Tendering Period, i.e., not later than May 20, 2013 in
accordance with the instructions to be specified in the Offer Letter and in the Form of Acceptance
8.
The Form of Acceptance along with Share Certificates / copy of delivery instruction to DP and other
relevant documents shall be sent to the Registrar to the Offer only. The same shall not be sent to the
Acquirer, PAC, Advisor or PFRL.
9.
Procedure for acceptance of this Offer by Equity Shareholders/owners of Equity Shares who have
sent Equity Shares in physical form for transfer or those who did not receive the Offer Letter:
a.
In case of non-receipt of the Offer Letter, beneficial holders holding Equity Shares in dematerialized form,
may send their applications in writing to the Registrar to the Offer, on a plain paper stating the name,
address, number of Equity Shares held, number of Equity Shares offered, DP name, DP ID, beneficiary
account number and photocopy of the delivery instruction in “Off-market”, or counterfoil of the delivery
instruction in “Off-market” mode, duly acknowledged by the DP, in favor of the Special Depository
Account, along with duly acknowledged letter by his/her Depository Participant addressed to the Registrar
instructing the Registrar to facilitate the transfer of securities held under ‘Suspended’ ISIN (the format of
which is a part of the Form of Acceptance, which may be obtained from the website of the Registrar at
www.linkintime.co.in, so as to reach the Registrar to the Offer on or before the date of closure of the Offer.
Also alternatively, the Equity Shareholders may apply on the Form of Acceptance obtained from the
website from the Registrar at www.linkintime.co.in
b.
In case of non-receipt of the Offer Letter, the eligible person(s), holding Equity Shares of the Target
Company in physical form, may send his / her / their consent on plain paper stating the name, address,
number of Equity Shares held, distinctive numbers, certificate numbers and the number of Equity Shares
offered along with the share certificates, duly signed transfer forms and other required documents to the
Registrar to the Offer so as to reach them on or before the date of closure of the Offer. Also, alternatively,
the Equity Shareholders may apply on the Acceptance Form obtained from the website of the Registrar at
www.linkintime.co.in
10. The unaccepted share certificates, transfer forms and other documents, if any, would be returned by
registered / speed post at the Equity shareholders’ sole risk. Equity shareholders holding shares in
dematerialized form whose shares have not been accepted will be sent an intimation letter informing them
of the same, and the documents submitted by them (including Form of Acceptance, acknowledged delivery
instruction slip and Depository Participant Letter requesting transfer of shares) will not be acted upon.
37
11. The share certificate(s) and the transfer form(s), or documents for transfer of Equity Shares together with
the Form of Acceptance submitted by the Equity Shareholders pursuant to the Offer, will be held by the
Registrar to the Offer in trust for such Equity Shareholders until the Acquirer pays the Offer Price.
12. The number of equity shares of PFRL accepted by the Acquirer in terms of the Offer shall not exceed the
Offer Shares. It is hereby clarified that if the number of equity shares tendered exceeds the Offer Shares,
then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure
that the basis of acceptance is decided on a fair and equitable manner. The decision of the board of directors
(or a committee thereof) of ITSL in this behalf shall be final and binding.
13. Settlement / Payment of Consideration
a.
Subject to receipt of all statutory approvals/no objections (if any), the Acquirer shall arrange to pay the
consideration payable to the Equity Shareholders whose Equity Shares have been accepted on or before
June 3, 2013
b.
Equity Shareholders tendering their Equity Shares in the dematerialized form are advised to immediately
update with their DP, their bank account details, i.e. nine digit Magnetic Ink Character Recognition Code
(MICR) as appearing on their cheque leaf and also their bank’s Indian Financial System Code (IFSC),
which will get linked to their bank branch. Please note that failure to do so could result in delays in dispatch
of payment or electronic transfer of funds, as applicable, and any such delay shall be at the equity
shareholder’s sole risk and neither the Acquirer, the PAC, the Advisor the Registrar to the Offer nor the
Escrow Bank shall be liable to compensate such equity shareholder for any losses caused due to any such
delay or any interest for such delay
c.
Payment of consideration to the Equity Shareholders would be done through various modes in the following
order of preference
i.
Real Time Gross Settlement (“RTGS”) / National Electronic Clearing Service (“NECS”) / National
Electronic Fund Transfer (“NEFT”) - Payment shall be undertaken through any of the above modes
wherever the equity shareholder's bank has been assigned the IFSC, which can be linked to an MICR,
if any, available to that particular bank branch or wherever the Equity Shareholders have registered
their nine digit MICR number and their bank account number with their DP
ii.
Direct Credit – Equity Shareholders having bank accounts with the Escrow Bank, as mentioned in the
Acceptance Form, shall be eligible to receive payments through direct credit. Charges, if any, levied by
the Escrow Bank for the same would be borne by the Acquirer
iii. For all other Equity Shareholders, including Equity Shareholders holding Equity Shares in physical
from and those who have not updated their bank particulars with the MICR code, the payments will be
dispatched through speed post / registered post. Such payments will be made by cheques, pay orders or
demand drafts drawn on the Escrow Bank and payable at par at places where acceptance forms are
received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres
will be payable by the Equity Shareholders. It is advised that Equity Shareholders provide bank details
in the Form of Acceptance, so that the same can be incorporated in the cheque/demand draft/pay order.
It will be the responsibility of the tendering Equity Shareholders to ensure that correct bank account
details are mentioned with the Depositories and in the Form of Acceptance
Applicants to whom payments are made through electronic transfer of funds will be sent a letter (Payment
advice) through ordinary post intimating them about the mode of credit / payment. The Registrar to the
Offer shall ensure dispatch of consideration, if any, by RTGS / NECS / NEFT / Direct Credit / Cheques /
Pay orders / Demand Drafts only in the name of the sole or first equity shareholder and all communication
will be addressed to the person whose name appears on the Form of Acceptance and adequate funds for
making payments as per the mode(s) disclosed above shall be made available to the Registrar by the
Acquirer. Tax at applicable rate(s) will be deducted, in those cases where Tax Deduction at Source (TDS)
is applicable
38
VIII.
1.
COMPLIANCE WITH TAX REQUIREMENTS
Cost of acquisition of shares
(a) Shareholders are requested to note the provisions of the Income Tax Act with respect to cost of
acquisition of shares in the resulting company received upon demerger.
(b) Subsection (2C) of Section 49 of the Income Tax Act provides as under
“49 (2C) The cost of acquisition of the shares in the resulting company shall be the amount which
bears to the cost of acquisition of shares held by the assessee in the demerged company the same
proportion as the net book value of the assets transferred in a demerger bears to the net worth of the
demerged company immediately before such demerger.”
(c) Subsection (2D) of Section 49 of the Income Tax Act provides as under
“49 (2D) The cost of acquisition of the original shares held by the shareholder in the demerged
company shall be deemed to have been reduced by the amount as so arrived at under sub-section
(2C).”
(d) The explanation to Section 49 of the Act reads as under:
“For the purposes of this section, "net worth" shall mean the aggregate of the paid up share capital
and general reserves as appearing in the books of account of the demerged company immediately
before the demerger.”
(e) Consequently, the cost of acquisition of the equity shares in PFRL, received by the shareholders of
Future Retail Limited (formerly known as Pantaloon Retail (India) Limited), under the Scheme, shall
be calculated by applying the proportion that the net book value of the assets transferred bears to the
net worth of Future Retail Limited immediately prior to the demerger, to the aggregate cost of
acquisition of the shares of Future Retail Limited in the hands of the respective shareholders.
(f) Shareholders are advised to note that the above information is merely a reproduction based on the
existing provisions of law, which is subject to change from time to time. No assurance is given as to the
interpretation of the same by revenue authorities / courts.
(g) Accordingly, the cost of acquisition of the equity shares in PFRL, received by the shareholders of
Future Retail Limited (formerly known as Pantaloon Retail (India) Limited), under the Scheme, for the
purposes of subsection (2C) of section 49 of the Income Tax Act, 1961 shall be NIL as per the
chartered accountant certificate provided by FRL.
(h) Shareholders shall note that neither the Acquirer, PAC, Target Company, nor the Advisor assume any
liability / responsibility in respect of any tax implication arising for the shareholders. Shareholders are
advised to consult their own consultants to understand the specific tax implications, in their respective
cases
2.
General tax requirements
(a) Section 195(1) of the Income Tax Act provides that any person responsible for paying to a non-resident,
any sum chargeable to tax is required to deduct tax at source (including surcharge and cess, if
applicable).The consideration received by the non-resident Equity Shareholders for Equity Shares accepted
in the Offer may be chargeable to tax in India either as capital gains under Section 45 of the Income Tax
Act or as business profits, depending on the facts and circumstances of the case. The Acquirer is required to
deduct tax at source (including surcharge and education cess) at the applicable rate as per the Income Tax
Act on such capital gains/ business profits. In addition, the Acquirer will also be obliged to deduct tax at
source on interest, if any, to be made to non-resident EquityShareholders due to delay in payment of Offer
consideration.
(b) Section 194A of the Income Tax Act provides that payment of interest, if any, (for delay in payment of
Offer consideration) by Acquirer to a resident Equity Shareholder may be chargeable to tax, as income from
other sources under Section 56 of the Income Tax Act. The Acquirer is required to deduct tax at source
(including surcharge and education cess) at the applicable rate as per the Income Tax Act on such interest
(paid for delay in payment of Offer consideration or a part thereof).
39
(c) Each Equity Shareholder shall certify its (i) tax residency status (i.e. whether resident or non-resident) and
(ii) its tax status (i.e. whether individual, firm, company, association of persons/ body of individuals, trust,
any other, etc.) by selecting the appropriate box in the Form of Acceptance-cum-Acknowledgement. In case
of ambiguity, incomplete or conflicting information or the information not being provided to the Acquirer,
taxes shall be deducted assuming the Equity Shareholder as a non-resident and at the rate as may be
applicable, under the Income Tax Act, to the relevant category to which the Equity Shareholder belongs, on
the entire consideration and interest if any, payable to such Equity Shareholder. Section 90(4) and 90A(4)
of the Income Tax Act provide that, any person claiming benefit under any Double Taxation Avoidance
Agreement (“DTAA”) between India and any other foreign country should furnish the ‘Tax Residency
Certificate’ (“TRC”) (containing the specified particulars as per notification No. S.O. 2188 (E) dated 17th
September 2012) provided to him / it by the Government of that foreign country / specified territory of
which he / it claims to be a tax resident.
(d) The Acquirer will not accept any request from any Equity Shareholder, under any circumstances, for nondeduction of tax at source or deduction of tax at a lower rate, on the basis of any self-computation
/computation by any tax consultant, of capital gain and/or interest, if any, and tax payable thereon.
(e) Securities transaction tax will not be applicable to the Equity Shares accepted in the Offer.
(f) The provisions contained in clause (c) to (e) above are subject to anything contrary contained in Part VIII Compliance with Tax Requirements - paragraphs 2 to 5 below.
(g) All references to maximum marginal rate include applicable surcharge and education cess, as may be
applicable.
For non-resident Equity Shareholders
3.
Tax Implications in case of non-resident Equity Shareholders (other than Foreign Institutional Investors
(“FIIs”))
(a) For the purpose of remittance of funds on tendering of Equity Shares under the Offer, NRIs, OCBs, and
other non-resident Equity Shareholders (excluding FIIs) will be required to submit a no objection
certificate’ (“NOC”) or a certificate for deduction of tax at a nil/lower rate (“Certificate for Deduction of
Tax at Nil/Lower Rate”) from the income tax authorities under Section 195(3) or Section 197 of the
Income Tax Act, indicating the amount of tax to be deducted by the Acquirer before remitting the
consideration. The Acquirer will arrange to deduct taxes at source in accordance with such NOC or
Certificate for Deduction of Tax at Nil/Lower Rate.
(b) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, tax will be
deducted at the maximum marginal rate as may be applicable to the relevant category to which the Equity
Shareholder belongs, on the entire consideration amount payable to the Equity Shareholders, by the
Acquirer.
(c) In case of interest payments, if any, by the Acquirer for delay in payment of Offer consideration or a part
thereof, if any, the NRIs, OCBs, and other non-resident Equity Shareholders (excluding FIIs) will be
required to submit a NOC or Certificate for Deduction of Tax at Nil/Lower Rate from the income tax
authorities under the Income Tax Act indicating the amount of tax to be deducted by the Acquirer before
remitting the consideration. The Acquirer will arrange to deduct taxes at source in accordance with such
NOC or Certificate for Deduction of Tax at Nil/Lower Rate.
(d) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, the Acquirer
will deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the
Equity Shareholder belongs under the Income Tax Act on the entire amount payable as interest to such
Equity Shareholder.
(e) All NRIs, OCBs and other non-resident Equity Shareholders (excluding FIIs) are required to submit a selfattested copy of their PAN card for income tax purposes. In case copy of the PAN card is not submitted or
is invalid or does not belong to the Equity Shareholder, Acquirer will deduct tax at the rate of 20% (as
40
provided under section 206AA of the Income Tax Act) or the rate, as may be applicable to the category of
the Equity Shareholder under the Income Tax Act, whichever is higher.
(f) Any NRIs, OCBs and other non-resident Equity Shareholders (excluding FIIs) claiming benefit under any
DTAA between India and any other foreign country should furnish the TRC containing the specified
particulars as per notification No. S.O. 2188 (E) dated 17th September 2012 provided to him / it by the
Government of that foreign country / specified territory of which it claims to be a tax resident, and a selfdeclaration stating that it does not have a business connection in India as defined in Explanation 2 to section
9(1)(i) of the Income Tax Act (along with the provisos thereto) or a permanent establishment in India, in
terms of the DTAA entered between India and the country of its tax residence. In the absence of such
certificates/declarations, the Acquirer will arrange to deduct tax in accordance with the provisions of the
Income Tax Act and without having regard to the provisions of any DTAA.
4.
Tax Implications in case of FIIs
(a) Section 196D(2) of the Income Tax Act provide that no deduction of tax at source is required to be made
from any income arising to FIIs by way of capital gains arising from the transfer of securities referred to in
Section 115AD of the Income Tax Act as defined in Section 115AD of the Income Tax Act. FIIs are
required to certify the nature of their holding (i.e. whether held on Capital Account as Investment or on
Trade Account) of the Equity Shares in the Target by selecting the appropriate box in the Form of
Acceptance-cum-Acknowledgement. The benefits under Section 196D(2) are applicable in case the Equity
Shares are held on Capital Account;
(b) In the absence of certificates/ declarations as contemplated in clause (a) above (as applicable),
notwithstanding anything contained in clause (a) above, the Acquirer shall deduct tax at the maximum
marginal rate as may be applicable to the category of the Equity Shareholder under the Income Tax Act, on
the entire consideration amount payable to such Equity Shareholder (i.e. FIIs).
(c) In an event wherein it is certified by the FIIs that Equity Shares held by such FIIs in the Target are held on
Trade Account, no deduction of tax at source shall be made if such FIIs furnish a TRC and a selfdeclaration stating that such FIIs do not have a business connection in India as defined in Explanation 2 to
section 9(1)(i) of the Income Tax Act (along with the provisos thereto) or a permanent establishment in
India, in terms of the DTAA entered between India and the country of tax residence of such FIIs. In the
absence of such certificates/declarations, the Acquirers shall deduct tax at the maximum marginal rate as
may be applicable to the category of the Equity Shareholder under the Income Tax Act, on the entire
consideration amount payable to such Equity Shareholder (i.e. FIIs). Further such FII shall also be required
to furnish the NOC or certificate for applicable withholding tax rate from the Indian Income tax authorities.
(d) Notwithstanding anything contained in clause (a) to (c) above, in case FIIs furnish a NOC or Certificate for
Deduction of Tax at Nil/Lower Rate, the Acquirer will arrange to deduct taxes at source in accordance with
such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.
(e) FIIs will be required to submit a NOC or Certificate for Deduction of Tax at Nil/Lower Rate from the
income tax authorities under Section 195(3) or Section 197 of the Income Tax Act indicating the amount of
tax to be deducted by the Acquirer before remitting the interest payable, if any, by the Acquirer for delay in
payment of Offer consideration or a part thereof. The Acquirer will arrange to deduct taxes at source in
accordance with such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.
(f) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, the Acquirer
will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to
which the Equity Shareholder belongs, on the interest payable to such Equity Shareholder.
(g) All FIIs shall submit a self-attested copy of their PAN for income tax purposes. In case copy of the PAN
card is not submitted or is invalid or does not belong to the Equity Shareholder, Acquirer will arrange to
deduct tax at the rate of 20% (as provided under section 206AA of the Income Tax Act) or the rate, as may
be applicable to the category of the Equity Shareholder under the Income Tax Act, whichever is higher, on
the interest income to be remitted from India, if any.
(h) FIIs claiming benefit under any DTAA between India and any other foreign country should furnish the TRC
containing the specified particulars as per notification No. S.O. 2188 (E) dated 17th September 2012 ,
41
provided to him / it by the Government of that foreign country / specified territory of which it claims to be a
tax resident.. In the absence of such TRC, the Acquirer will arrange to deduct tax in accordance with the
provisions of the Income Tax Act and without having regard to the provisions of any DTAA.
For Resident Equity Shareholders
5.
Tax Implications in case of resident Equity Shareholders
(a) Under the Income Tax Act, no tax shall be deductible on the entire consideration (excluding interest)
payable to resident Equity Shareholders.
(b) All resident Equity Shareholders will be required to submit a NOC or Certificate for Deduction of Tax at
Nil/Lower Rate from the income tax authorities under Section 197 of the Income Tax Act, indicating the
amount of tax to be deducted by the Acquirer before remitting the consideration for interest payments, if
any, by the Acquirer for delay in payment of Offer consideration or a part thereof, if any. The Acquirer will
deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.
(c) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, the Acquirer
will deduct tax at the rates prescribed under section 194A of the Income Tax Act as may be applicable to
the relevant category to which the Equity Shareholder belongs under the Income Tax Act on the
consideration payable as interest to such Equity Shareholder.
(d) All resident Equity Shareholders shall submit a self-attested copy of their PAN card for income tax
purposes. In case copy of the PAN card is not submitted or is invalid or does not belong to the Equity
Shareholder, Acquirer will deduct tax at the rate of 20% (as provided under section 206AA of the Income
Tax Act) or the rate, as may be applicable to the category of the Equity Shareholder under the Income Tax
Act, whichever is higher.
(e) Notwithstanding anything contained in clause (b) to (c) above, no deduction of tax shall be made at source
by the Acquirer where (i) the total amount of interest payable, if any, to a resident Equity Shareholder does
not exceed INR 5,000 or (ii) where a self-declaration as per Section 197A of the Income Tax Act in Form
15G or Form 15H (as per Rule 29C of the Income Tax Rules, 1962) as may be applicable, has been
furnished by a resident Equity Shareholder or (iii) interest being paid, if any, to an entity specified under
Section 194A(3)(iii) of the Income Tax Act if it submits a self-attested copy of the relevant registration, or
notification along with the Form of Acceptance-cum-Acknowledgement. The self-declaration in Form 15G
and Form 15H will not be regarded as valid unless the resident Equity Shareholder has furnished its PAN in
such declaration.
6.
Others
(a) Notwithstanding the details given above, all payments will be made to Equity Shareholders subject to
compliance with prevailing tax laws.
(b) The tax deducted by the Acquirer while making payment to a Equity Shareholder may not be the final tax
liability of such Equity Shareholder and shall in no way discharge the obligation of the Equity Shareholder
to appropriately disclose the amounts received by it, pursuant to this Offer, before the income tax
authorities.
(c) Equity Shareholders are advised to consult their respective tax advisors for assessing the tax liability,
pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their
respective assessing officers in their case, and the appropriate course of action that they should take.
(d) The Acquirer and the Manager do not accept any responsibility for the accuracy or otherwise of the tax
provisions set forth herein above.
(e) The Acquirer shall deduct tax (if required) as per the information provided and representation made by the
Equity Shareholders. In an event of any income-tax demand (including interest, penalty etc.) arising from
any misrepresentation, inaccuracy or omission of information provided/to be provided by the Equity
Shareholders, such Equity Shareholders will be responsible to pay such income-tax demand under the
42
Income Tax Act and provide the Acquirer with all information/documents that may be necessary and cooperate in any proceedings before income tax / appellate authority in India.
(f) The Acquirer shall issue a certificate in the prescribed form to the Equity Shareholders (resident and nonresident) who have been paid the consideration and interest, if any, after deduction of tax, certifying the
amount of tax deducted and other prescribed particulars in accordance with the provisions of section 203 of
the Income Tax Act read with the Income-tax Rules, 1962
Equity Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant
to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing
officers in their case, and the appropriate course of action that they should take. The Acquirer, the PAC and the
Advisor to the Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth
herein above.
IX. DOCUMENTS FOR INSPECTION
1.
Copies of the following documents will be available for inspection at the corporate office of the Acquirer at
Aditya Birla Centre, A Wing , 4th Floor, S.K. Ahire Marg, Worli, Mumbai – 400 030 (Tel: +91 22 6652
5000 Fax: +91226652 5821). The documents can be inspected during normal business hours (10.00 AM to
5.00 PM) on all working days (except Saturdays and Sundays) during the period from the date of Offer
Opening till Offer Closing.
a.
Certificate of Incorporation and Memorandum and Articles of Association of the Acquirer
b.
Copy of certificate dated April 18, 2013, from Mr. P N Jhaveri(Membership No. 107374) Partner, M/s. P N.
Jhaveri & Associates, Chartered Accountants,(Tel. No.: +91 22 22041840 Email:
[email protected]), certifying that the Acquirer has sufficient means and capability to fulfill its
obligations under this Offer
c.
Audited annual reports of the Acquirer and PFRL for the last three years
d.
A letter from Axis Bank Limited dated April 22, 2013 confirming the amount kept in the Escrow Account
and a lien in favor of the Advisor
e.
A copy of the Scheme of Arrangement, in terms of which this Offer is being conducted.
f.
A copy of the DPS published on April 23, 2013 and a copy of the pre commencement advertisement
published on May 6, 2013
43
X. DECLARATION BY THE ACQUIRER AND PAC
The Acquirer and PAC accept full responsibility for the information contained in this Offer Letter and also
for fulfillment of the obligations of the Acquirer as laid down herein.
The Acquirer and PAC shall be jointly and severally responsible for ensuring compliance with the
obligations laid down herein.
For Indigold Trade and Services Limited
For Aditya Birla Nuvo Limited
Sd/-
Sd/-
Authorized Signatory
Authorized Signatory
Place: Mumbai
Date: April 23, 2013
44
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
PANTALOONS FASHION & RETAIL LIMITED - OFFER
THIS DOCUMENT IS IMPORTANT AND
REQUIRES YOUR IMMEDIATE ATTENTION
(Please send this Form of Acceptance with enclosures to any of the Collection Centers as mentioned in the Offer
Letter (as defined hereafter) and in this Form of Acceptance)
(All terms and expressions used herein shall have the same meaning as ascribed thereto in the Offer Letter)
OFFER OPENS ON
May 7, 2013
OFFER CLOSES ON
May 20, 2013
From
Name:
Address:
Email ID:
Tel No:
Folio NO./DP ID No./Client ID No.:
To
The Acquirer:
Indigold Trade and Services Limited
C/oLink Intime India Private Limited
C-13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West),
Mumbai - 400 078
Tel: +91 22 25967878, Fax: +91 22 25960329
Contact Person: Mr. Pravin Kasare
Email: [email protected]
Dear Sir,
Sub:
Offer ("Offer") for acquisition of 23,114,868 fully paid up equity shares of Pantaloons Fashion & Retail
Limited (formerly known as Peter England Fashions and Retail Limited) (“PFRL” / "Target Company") of
Rs. 10/-each, representing 24.91% of the paid up equity share capital of PFRL at a price of Rs. 175/- per
equity share by Indigold Trade and Services Limited (“ITSL” / "Acquirer"), along with Aditya Birla Nuvo
Limited (“PAC”) in terms of the Scheme of Arrangement between Future Retail Limited (formerly known as
Pantaloon Retail (India) Limited), the Target Company, and their respective shareholders and creditors, and
the Acquirer (as shareholder of the Target Company), as approved by the High Court of Judicature at
Bombay under Sections 391 and 394 of the Companies Act, 1956
I/We refer to the detailed public statement published on April 23, 2013(“Detailed Public Statement”) and the offer letter
dated April 23, 2013 (“Offer Letter”) for acquiring the equity shares held by me/us in the Target Company. I/We, the
undersigned, have read the Detailed Public Statement and Offer Letter and have understood their contents including the
terms and conditions mentioned therein.
… SHARES IN DEMATERIALIZED FORM
I/We, holding equity shares of the Target Company in the dematerialized form, accept the Offer and enclose, copy of the
Depository Participant Letter (as per the annexure to this Form of Acceptance) and a photocopy of delivery instruction slip
in “Off-market” mode, duly acknowledged by the Depository Participant ("DP") in respect of my equity shares as detailed
below:
Details of the Shareholder’s Demat Account (NSDL / CDSL as applicable)
DP Name
DP ID
NSDL
CDSL
BO ID:
Client ID
Beneficiary Name
(First Holder)
No. of equity
shares
I/We have executed an off-market transaction for crediting the equity shares to the Depository Escrow Account as per the
details below. However, as the ISIN of the equity shares of the Target Company are currently in “Suspended” status, my /
our Depository Participant was not able to execute the off-market transfer and accordingly, I/we have provided the
Depository Participant Letter (as enclosed in this Form of Acceptance) requesting the Registrar to facilitate the transfer of
shares for the purpose of the Offer:Depository Name
National Securities Depository Limited
Account Name
LIIPL – PFRL Offer Escrow Demat Account
DP Name
Axis Bank Limited
DP ID Number
IN300484
Beneficiary Account Number
16816072
ISIN
INE647O01011
Market
Off-Market
I/We note and understand that the documents evidencing transfer would lie in the custody of the Registrar until the time the
Acquirer dispatches the purchase consideration as mentioned in the Offer Letter. I/We also note and understand that the
Acquirer will, subject to the Offer being withdrawn in terms of the Offer Letter, pay the purchase consideration only after (i)
verification of the documents and signatures, and (ii) receipt of statutory approvals (if any) required to implement the Offer.
I/ We note that the fulfillment of such conditions or the receipt of such approvals may get delayed, resulting in a consequent
delay of payment to me/ us.
Shareholders should ensure that all requisite documents are received by the Registrar to the Offer during business hours on
or before 5 p.m. on May 20, 2013 i.e. the closure of the Tendering Period, failing which such applications are liable to be
rejected.
… SHARES IN PHYSICAL FORM
I/We, holding equity shares of the Target Company in physical form, accept the Offer and enclose the original share
certificate(s) and duly signed and valid transfer deed(s) in respect of my/our equity shares as detailed below
Distinctive No(s)
No. of equity
Sr.No. Ledger Folio No(s)
Certificate No(s)
shares
From
To
1.
2.
3.
4.
Total No. of Equity equity shares
(In case the space provided is inadequate, please attach a separate sheet with details)
I/We note and understand that the Registrar to the Offer will hold the original share certificate(s) and valid share transfer
deed in trust for me/us until the time that the purchase consideration as mentioned in the Offer Letter is dispatched or the
time that the original share certificates, valid and duly executed transfer deeds and other documents are dispatched to the
relevant public shareholder(s) as the case may be. I/We also note and understand that the Acquirer will, subject to the Offer
being withdrawn in terms of the Offer Letter, pay the purchase consideration only after: (i) verification of the documents
and signatures; and (ii) receipt of statutory approvals (if any) required to implement the Offer. I/ We note that the fulfillment
of such conditions or the receipt of such approvals may get delayed, resulting in a consequent delay of payment to me/ us.
I/we note and understand that if the Form of Acceptance is incomplete or any necessary supporting documents are not
submitted along with the Form of Acceptance, the Acquirer reserves the right to reject such applications
Shareholders should ensure that the share certificate(s) along with the transfer deed and other documents are received by the
Registrar to the Offer during business hours on or before 5 p.m. on May 20, 2013 i.e. the last date of the Tendering Period.
FOR ALL SHAREHOLDERS*
I / We, confirm that our residential status for the purposes of tax is: (please select whichever is applicable)
…Resident
…Non-resident. If yes, please state country of tax residency -________________
I / We, confirm that our status is:(please select whichever is applicable)
… Individual
… Firm
…NRI - Repatriable
…NRI – Non-Repatriable
… Company
… Association of Person / Body of Individual
… Trust
… Any other - please specify ________________
FOR ALL RESIDENT SHAREHOLDERS
I / We, have enclosed the following documents: (please select whichever is applicable)
…Self-attested copy of PAN card
… In case of Joint Holdings, if one of the Joint Shareholders has deceased, copy of the Death certificate duly notarized or
attested under seal by a Gazetted Officer
… In case the application form is signed by a Power of attorney holder on behalf of the Registered Shareholder, a copy of the
duly attested Power of Attorney as also the Registration Number of the Power of Attorney registered with the
Company/Registrar
…For specified entities under Section 194A(3)(iii) of the Income Tax Act, 1961, self-attested copy of relevant registration or
notification (applicable only for interest payment, if any)
FOR ALL NON-RESIDENT SHAREHOLDERS
I/We, confirm that the shares are held by us as (please select whichever is applicable):
… Investment / Capital Assets
… Stock in Trade
I/We, confirm that the tax on the sale consideration of shares is to be computed considering such income as (please select
whichever is applicable):
… Short Term Capital Gains
… Long Term Capital Gains
… Business Profits
… Any other income - please specify ________________
Note: Where the shares tendered comprise both long term capital assets and short term capital asset please furnish a
statement showing computation of the break up into short term capital gains and long term capital gains.
For FII shareholders and FII sub-account I/We, confirm that the Income arising from the transfer of shares tendered
by me/us is in the nature of (select whichever is applicable)
… Capital Gains
… Any Other Income
I/We confirm that the Equity shares tendered by me/us are held on (select whichever is applicable)
… Repatriable Basis
… Non- Repatriable Basis.
As per the provisions of section 196D(2) of the I-T Act, no deduction of tax at source will be made from any income by way
of capital gains arising from transfer of securities referred to in section 115AD of the I-T Act to a FII, as defined in section
115AD of the I-T Act. The Acquirer/PAC would not withhold tax on the purchase consideration to a FII or FII sub-account
subject to the receipt of a certificate (“FII Certificate”) from the FII or the FII sub-account, as the case may be, stating the
following:
a. Residential status of the FII / FII sub-account
b. FII / FII sub-account is holding the equity in the Target Company on the capital account and not on the trade account as
on the date of tendering the equity shares under this Offer;
c. Income arising from sale of the equity shares of the Target company is in nature of capital gain and not business income
in the hands of the FII / FII sub-account; and
d. FII / FII sub-account neither has a business connection in India as defined in Explanation 2 to section 9(1)(i) of the I-T
Act (alongwiththe provisos thereto) nor a permanent establishment in India under any treaty (if applicable) to the FII /
FII sub-account.
I/We, hereby confirm (please select whichever is applicable)
…FII / FII sub-account is holding the equity shares in the Target Company on the capital account and not on the trade
account as on the date of tendering the equity shares under this Offer
…Income arising from sale of the equity shares of the Target Company is in nature of capital gain and not business income
in the hands of the FII / FII sub-account
…FII / FII sub-account neither has a business connection in India as defined in Explanation 2 to section 9(1)(i) of the I-T Act
(along with the provisos thereto) nor a permanent establishment in India under any treaty (if applicable) to the FII / FII subaccount.
I / We, have enclosed the following documents (please select whichever is applicable)
…Self-attested copy of PAN card
…SEBI registration certificate for FII (including sub – account of FII)
…Tax Residence Certificate provided by the Income Tax Authority of foreign country of which the FII claims to be a tax
resident, wherever applicable
…Certificate from the Income-tax Authorities under Section 195 (3) / 197 of the Income Tax Act, 1961, wherever applicable
…Tax Residency certificate from the government of the country of specified territory of which I/we are tax resident
…Copy of RBI approvals, if any, for acquiring equity shares of the Target Company hereby tendered in the Offer.
…Self-declaration for no permanent establishment in India
…Self-attested copy of the banker’s certificate issued with respect to inward remittances of funds for acquisition of equity
shares of the Target Company
… Certified copies of appropriate authorization (including board/shareholder resolutions, as applicable) authorizing the sale
of equity shares along with specimen signatures duly attested by a bank
… In case of Joint Holdings, if one of the Joint Shareholders has deceased, copy of the Death certificate
… In case the application form is signed by a Power of attorney holder on behalf of the Registered Shareholder, a copy of the
duly attested Power of Attorney as also the Registration Number of the Power of Attorney registered with the
Company/Registrar
… FII Certificate ( self-attested declaration certifying that the investment in the equity shares has been made under the FII
regime as per the SEBI ( Foreign Institutional Investors) Regulations 1995 and that the nature of income arising from sale
of equity shares as per the Income Tax Act, 1961, is capital gains.
For Non-resident shareholders (other than FII and FII sub-accounts)
I/We, hereby have enclosed the following documents (please select whichever is applicable):
…Self-attested copy of PAN card
…Certificate from the Income-tax Authorities under Section 195 (3) / 197 of the Income Tax Act, 1961, wherever applicable
… Tax residency certificate from the government of the country of specified territory of which you are tax resident
…Copy of RBI approvals, if any, for acquiring equity shares of the Target Company hereby tendered in the Offer.
…Copy of RBI approval (for NRI shareholders tendering their equity shares in the Offer held on a non-repatriable basis), if
any, permitting consideration to be credited to an NRE/overseas bank account
…Copy of RBI approval for OCBs tendering their equity shares in the Offer
…Self-declaration for no permanent establishment in India
…Self-attested copy of the banker’s certificate issued with respect to inward remittances of funds for acquisition of equity
shares of the Target Company
…Self-certified statement giving break-up of long term and short term capital gains, where the gain relates to both the items
as stated above
…Certified copies of appropriate authorization (including board/shareholder resolutions, as applicable) authorizing the sale
of equity shares along with specimen signatures duly attested by a bank
I/We confirm that ____________ (please specify the amount / rate of Overseas tax to be withheld) is deductible on the entire
consideration towards Overseas tax as per the relevant tax laws of the country in which I/we am/are a tax resident.
*All shareholders are advised to refer to the Section “Compliance with Tax Requirements” in the Offer Letter regarding
important disclosures on taxation of the consideration to be received by them.
Bank Details
So as to avoid fraudulent encashment in transit, the shareholder(s) holding equity shares in physical form should provide
details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly.
Those who wish to receive payment of consideration through NECS should provide MICR code (9 Digits) and IFSC. For
equity shares that are tendered in demat form, the details of the bank account as obtained from the beneficiary position
download to be provided by the depositories will be considered and the warrants will be issued with the said Bank
particulars, and not any details provided herein.
Name of the Bank
Branch
Account Number’
Savings/Current/(Others: please specify)
City
(CBS Account)
MICR Code (9 Digits)
IFSC
Non Resident Shareholders are requested to state their NRO/NRE Bank Account Number as applicable based on the
status of their account in which they hold equity shares, failing which the acquirer has a right to reject the
application.
DECLARATION
I/We confirm that the equity shares of the Target Company, which are being tendered herewith by me/us under the Offer, are
free from liens, charges and encumbrances of any kind whatsoever.
I/We authorize the Acquirer to accept the equity shares so offered which it may decide to accept in consultation with the
Registrar and in terms of the Offer Letter and I/We further authorize the Acquirer to return to me/us, share
certificate(s)/equity shares in respect of which the Offer is not found valid/not accepted without specifying the reasons
thereof.
My/Our execution of this Form of Acceptance shall constitute my/our warranty that the equity shares tendered herewith
under the Offer are owned by me/us and are transferred by me/us free from all liens, charges, claims of third parties or
encumbrances. If any claim is made by any third party in respect of the equity shares tendered in the Offer, I/we will hold the
Acquirer and/or the PAC harmless and indemnified against any loss that any of them may suffer while acquiring such equity
shares
I/We authorize the Acquirer and the Registrar to the Offer to send by Registered Post / Speed Post as may be applicable at
my/our risk, the demand draft/cheque/warrant, in full and final settlement of the amount due to me/us and/or other
documents or papers or correspondence to the sole/first holder at the address mentioned below. In case the full address is not
provided, the same may be sent to the address specified on the records of the Target Company. In case I/we have tendered
my/our equity shares in dematerialized form, I/we authorize the Acquirer and the Registrar to the Offer and the Advisor to
the Offer to use my/our details regarding my/our address and bank account details per the demographic details provided by
the depository for the purpose of mailing the aforementioned instruments.
I/We authorize the Acquirer to accept the equity shares so offered or such lesser number of equity shares that it may decide
to accept in terms of the Offer Letter and I/We authorize the Acquirer to split / consolidate the share certificates comprising
the equity shares that are not acquired to be returned to me/us and for the aforesaid purposes the Acquirer is hereby
authorized to do all such things and execute such documents as may be found necessary and expedient for the purpose.
I/We undertake to execute such further document(s) and to give such further assurance(s) as may be required or expedient to
give effect to my/our acceptance of the Offer
Yours faithfully,
Signed and Delivered
Full Name(s) of the Shareholders
PAN
Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3
Address of First/Sole Shareholder ___________________________
Place:
Date:
Note: All future correspondence, if any, should be addressed to Registrar to the Offer
Link Intime India Private Limited
Unit: Peter England Fashions and Retail Limited Offer
C-13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West),
Mumbai - 400 078
Tel: +91 22 25967878, Fax: +91 22 25960329
E-mail: [email protected]
SEBI Registration Number: INR000004058
Contact Person: Mr. Pravin Kasare
Website: www.linkintime.co.in
---------------------------------------------------------------------Tear Here----------------------------------------------------------------Acknowledgement Slip (for Hand Delivery)
PANTALOONS FASHION & RETAIL LIMITED Offer
Received from Mr./Ms.______________________________________________________ a Form of Acceptance cum
Acknowledgement for __________equity shares along with:
Demat equity shares: DPID………………… CLID…………………..
…A copy of Depository Letter requesting the Registrar to facilitate transfer of securities held under Suspended ISIN
…Copy of Delivery Instruction Slip with the “Signature Verified” column duly stamped and signed by the DP
Physical equity shares:
…_________________ share certificate(s) and _________________ transfer deed(s) under folio number(s)
_________________ for accepting the Offer made by the Acquirer.
Stamp of Collection
Centre:
Signature of
Official:
Date of Receipt:
GENERAL INSTRUCTIONS FOR ALL SHAREHOLDERS
1.
PLEASE NOTE THAT SHARES / FORMS OF ACCEPTANCE SHOULD ONLY BE SENT TO THE
REGISTRAR TO THE OFFERAND SHOULD NOT BE SENT DIRECTLY TO THE ACQUIRER OR TO
THE ADVISOR TO THE OFFER
2.
Please carefully read the Offer Letter accompanying this Form of Acceptance before filling this Form of Acceptance
3.
All queries pertaining to the Offer may be directed to the Registrar to the Offer.
4.
The acceptance of this Offer is entirely at the discretion of the eligible equity shareholders. Each equity shareholder, to
whom this Offer is being made, is free to tender his/her equity shares in whole or in part while accepting the Offer.
5.
In case of equity shares held in joint names, the names of the joint holders should be filled up in the same order in the
Form of Acceptance and in the transfer deed(s) as the order in which they hold equity shares in the Target Company,
and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose
of accepting the Offer.
6.
In case where the signature is subscribed by thumb impression, the same shall be verified and attested by a
Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a Public Office and authorized
to use the seal of his office.
7.
Non-resident Shareholders should enclose copy(ies) of permission received from the Reserve Bank of India (“RBI”)
or the Foreign Investment Promotion Board (“FIPB”) to acquire equity shares held by them in the Target Company. If
the equity shares are held pursuant to a general permission of RBI, the non-resident shareholder should submit a copy
of the relevant notification/ circular pursuant to which the equity shares are held and state whether the equity shares are
held on repatriable or non-repatriable basis. OCBs (as defined under FEMA) are requested to seek a specific approval
from the RBI for tendering their equity shares and a copy of such approval must be provided along with other requisite
documents.
8.
In case of NRI shareholders tendering their equity shares in the Offer and holding such equity shares on a repatriable
basis (in which case the consideration can be remitted abroad), please: (i) provide relevant proof of such holding on a
repatriable basis viz. RBI approval (if applicable) or proof that such equity shares were purchased from funds from an
NRE bank account or by way of foreign inward remittance; and (ii) furnish details of the type of the relevant bank
account, i.e. NRE/overseas bank account, to which the consideration should be credited.
9.
In case of NRI shareholders tendering their equity shares in the Offer and holding such equity shares on a nonrepatriable basis, please provide details of their Non-Resident (Ordinary) (“NRO”) bank account, based on which the
consideration cheque or demand draft constituting payment of purchase consideration will be drawn. In the event that
details of an NRO bank account are not furnished, the equity shares tendered by such NRI shareholders would be
rejected. Alternatively, if such an NRI shareholder wishes to receive the consideration in an NRE/overseas bank
account, such NRI shareholder should provide a specific RBI approval permitting consideration to be credited to such
bank account, based on which the consideration cheque or demand draft constituting payment of purchase consideration
will be drawn. In the event that such a specific RBI approval and the details of such designated bank account are not
furnished, the equity shares tendered by such NRI shareholders would be rejected.
10. Shareholders are also advised to refer to the Section “Compliance with Tax Requirements” in the Offer Letter
regarding important disclosures on taxation of the consideration to be received by them.
11. NRIs, OCBs and foreign shareholders are required to furnish Banker’s Certificate certifying inward remittances of
funds for acquisition of shares of the Target Company.
12. In case of shareholders which are bodies corporate, certified copies of appropriate authorization (including
board/shareholder resolutions, as applicable) authorizing the sale of equity shares along with specimen signatures of the
authorized signatory(ies) duly attested by a bank must be annexed. The common seal should also be affixed.
13. All the Shareholders should provide all relevant documents which are necessary to ensure transferability of the equity
shares in respect of which the acceptance is being sent. Such documents may include (but not be limited to):
a.
Death Certificate & Transmission Cases: Duly attested death certificate and succession certificate (in case of
single shareholder) in case the original shareholder has expired. In case of equity shareholders holding shares in
dematerialized form, the successor will be eligible to tender in the Offer subject to (i) completion of the formalities
to credit the shares to his own account and (ii) post transfer of shares to the successor’s account, the necessary
documents (this Form of Acceptance, the Depository Letter, the delivery instruction slip, and any other
documents) bearing the details of the successor’s account being duly filled and submitted to the Registrar as per
the terms and conditions herein so as to reach the Registrar prior to the last date of the Offer period.
b.
Companies: In case of companies, the necessary corporate authorizations, including, certified true copies of board
resolution(s).
14. The details of the collection centers are as follows:
City
1
2
3
4
5
6
Mumbai
Mumbai
Ahmedabad
Bangalore
Kolkata
New Delhi
7
Pune
8
Hyderabad
Address
Link Intime India Pvt. Ltd,
C-13, Panalal Silk Mills
Compound, L B S Marg,
Bhandup (W), Mumbai 400078.
Skystock Services (India)
Pvt Ltd
7, Hatim Building, Banaji
Street, Fort, Mumbai 400
001
Link Intime India Pvt. Ltd,
303, 3rd Floor, Shoppers
Plaza V, Opp. Municipal
Market,
Behind Shoppers Plaza II,
Off C G Road,
Navrangpura,
Ahmedabad - 380009
Link Intime India Pvt. Ltd.,
543/A, 7TH Main , 3rd
Cross, Hanumanthanagar,
Bangalore - 560 019
Link Intime India Pvt. Ltd,
59C,Chowringhee
Road,3rd Floor,
Kolkata -700020
Link Intime India Pvt. Ltd.,
44 Community Centre 2nd
Floor, Nariana Industrial
Area Phase I, Near PVR,
Nariana,
New Delhi 110 028
Link Intime India Pvt. Ltd,
Block No 202 2nd Floor,
Akshay Complex, Near
Ganesh Temple, Off Dhole
Patil Road,
Pune 411 001.
Skystock Services (India)
Pvt Ltd
C/o PRVS Courier
1-8-155/A, Behind
Autofin Showroom,
Above Sharavana Bhavan
Hotel, CG Road,
Secunderabad 500003
Tel. No.
Contact Person/E-mail ID
Tel: 022-25967878
Fax: 022-25960329
Pravin Kasare
[email protected].
in
Tel: 022-40171818
Fax :022- 40171819
Ms.Antonette R
[email protected]
Mode of
Delivery
Hand
Delivery &
Registered
Post
Hand
Delivery
Hand
Delivery
079-2646 5179
(Telefax)
Hitesh Patel
[email protected]
080-26509004
(Telefax)
Nagendra Rao
[email protected]
033-22890539/40
(Telefax)
S.P. Guha
[email protected]
Tel: 01141410592/93/94
Fax: 011-41410591
Tel: 020- 26160084,
26161629
Telefax: 020 26163503
Hand
Delivery
Hand
Delivery
Hand
Delivery
Swapan Naskar
[email protected]
Hand
Delivery
Rajeeva Koteshwar
[email protected]
Tel: 040Mr. Sirish Terela
65648544/65908183
[email protected]
Fax: 040 -27729082
Hand
Delivery
Note: All of the centers mentioned above will be open on all the working days during the Tendering Period (Monday to
Friday during the business hours from 10:00 AM to 1.00 PM and 2.00 PM to 5:00 PM, except Public Holidays)
1.
2.
3.
FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALIZED FORM
The Form of Acceptance duly completed and signed in accordance with the instructions contained therein by all the
beneficial holders of the equity shares, as per the records of the Depository Participant (“DP”).
Fill out a delivery instruction slip for “off-market” transfer of equity shares, as per the details in the table below and
hand over the same to your DP
a.
In case you are holding shares with NSDL, please fill out a delivery instruction slip
b.
In case you are holding shares with CDSL, please fill out an inter-depository delivery instruction
Depository Name
NSDL
Account Name
LIIPL – PFRL Offer Escrow Demat Account
DP Name
Axis Bank Limited
DP ID Number
IN300484
Beneficiary Account Number
16816072
ISIN
INE647O01011
Market
Off-market
IMPORTANT NOTE: As the ISIN of the equity shares of Target Company is currently in “Suspended” status,
your Depository Participant will not be able to execute the transfer.
You must request your DP to verify your signature(s) and return a copy of the duly acknowledged DIS to you with the
“Signature Verified” column duly stamped and signed. In case this is not done, the application is liable to be rejected.
4.
Request your DP to execute the letter (“Depository Participant Letter”) as enclosed with this Form of Acceptance.
5.
Send the Form of Acceptance, photocopy of the Delivery Instruction Slip, and the Depository Participant Letter, along
with any other documents as may be applicable to the Registrar to the Offer at any of the Collection Centers as
mentioned in the Offer Letter and in this Form of Acceptance on or before the last date of the Tendering Period.
1.
FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM
Shareholders holding registered physical equity shares should submit the Form of Acceptance duly completed and
signed in accordance with the instructions contained therein, by all the shareholders whose names appear on the share
certificates, along with the original equity share certificate(s) and valid equity share transfer form(s) duly signed by all
registered shareholders (in case of joint holdings) in the same order and as per the specimen signatures lodged with the
Target Company and duly witnessed at the appropriate place. Please do not fill in any other details in the transfer deed,
except name, signature and witness.
2.
Send the above mentioned documents, along with any other documents as may be applicable to the Registrar to the
Offer at any of the Collection Centers as mentioned in the Offer Letter and in this Form of Acceptance on or before the
last date of the Tendering Period.
3.
Persons who own physical equity shares (as on the Identified Date or otherwise) but are not the registered
holders of such equity shares and who desire to accept the Offer, will have to communicate their acceptance in writing
to the Registrar to the Offer together with the following documents:
(a) the Form of Acceptance, duly completed and signed in accordance with the instructions contained therein;
(b) original contract note issued by the broker;
(c) the original share certificate(s);
(d) valid share transfer deed(s) with the buyers details not filled in; and
(e) other relevant documents.
In case the share certificate(s) and share transfer deed(s) are lodged with the Target Company/its transfer agents for
transfer, then the Form of Acceptance shall be accompanied by the acknowledgment of lodgment with, or receipt by,
the Target Company/its transfer agents, of the share certificate(s) and transfer deed(s).
Persons under this category should submit their Form of Acceptance and necessary documents by registered post or in
person to the Registrar at their offices as mentioned above. The sole/first holder may also mention particulars relating to
savings/current account number and the name of the bank and branch with whom such account is held in the respective
spaces allotted in the Acceptance Form, to enable the Registrar to print the said details in the cheques after the name of
the payee
4. Power of Attorney: Duly attested power of attorney should also be submitted, if any person apart from the shareholder
has signed the Form of Acceptance or the transfer deed(s);
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
DEPOSITORY PARTICIPANT LETTER
(Required from all shareholders holding equity shares in DEMATERIALIZED form)
-------------------------------------------------------------FIRST COPY-----------------------------------------------------------------Ref. No. __________________
Date _______
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West),Mumbai - 400 078
Tel: +91 22 25967878, Fax: +91 22 25960329
Contact Person: Mr.Pravin Kasare
We wish to inform you that we have received a request for transfer of securities held under Suspended ISIN from our client
_____________________________________________________________________________ (Name of the client)
(BOID ________________________________) on account of tendering in the Offer to shareholders of Pantaloons Fashion
& Retail Limited (formerly known as Peter England Fashions and Retail Limited) (“PFRL”). We have verified the delivery
instruction slip submitted by client and confirm that the same is in order and the signature(s) of the transferor(s) have been
verified by us. Since the ISIN is Suspended, we are unable to execute the instruction. Hence, we request you to facilitate the
transfer of the securities as instructed by the client. Details of the request received by us are as follows:
To facilitate transfer of securities held under Suspended ISIN:
INE647O01011
Reason for
ISIN being
Suspended
As per the Scheme, “The shares allotted pursuant to the Scheme shall remain frozen in the depositories
system till listing/trading permission is given by the designated stock exchange; however, open offer as
contemplated in clause 15.1 of the Scheme of Arrangement shall be permitted, subject to necessary
regulatory approvals”
Details of shareholders’ account
BOID
Quantity
Security Description
Equity shares of PFRL
ISIN
Details of account to which shares are to be transferred
BOID
DP ID: IN300484 Client ID: 16816072
Quantity
Signature
: __________________________________ (Rubber stamp of DP to be affixed)
Name
: __________________________________
Designation: ________________________
…Signature Verified (9 / 8)
-------------------------------------------------------------SECOND COPY-----------------------------------------------------------------Ref. No. __________________
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078
Tel: +91 22 25967878, Fax: +91 22 25960329
Contact Person: Mr. Pravin Kasare
Date _______
We wish to inform you that we have received a request for transfer of securities held under Suspended ISIN from our client
_____________________________________________________________________________ (Name of the client)
(BOID ________________________________) on account of tendering in the Offer to shareholders of Pantaloons Fashion
& Retail Limited (formerly known as Peter England Fashions and Retail Limited) (“PFRL”). We have verified the delivery
instruction slip submitted by client and confirm that the same is in order and the signature(s) of the transferor(s) have been
verified by us. Since the ISIN is Suspended, we are unable to execute the instruction. Hence, we request you to facilitate the
transfer of the securities as instructed by the client. Details of the request received by us are as follows:
To facilitate transfer of securities held under Suspended ISIN:
INE647O01011
Reason for
ISIN being
Suspended
As per the Scheme, “The shares allotted pursuant to the Scheme shall remain frozen in the depositories
system till listing/trading permission is given by the designated stock exchange; however, open offer as
contemplated in clause 15.1 of the Scheme of Arrangement shall be permitted, subject to necessary
regulatory approvals”
Details of shareholders’ account
BOID
Quantity
Security Description
Equity shares of PFRL
ISIN
Details of account to which shares are to be transferred
BOID
DP ID: IN300484 Client ID: 16816072
Quantity
Signature
: __________________________________ (Rubber stamp of DP to be affixed)
Name
: __________________________________
Designation: _________________________
…Signature Verified (9 / 8)
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.