Ref. Open
Offer of Golden Tobacco Ltd. DPS dated 1.1.18-
Sub.Investor
protection and implementation of your Regulations
The
above Open offer was initially announced on 12.11.2009. I had pointed out at
the initial stage itself that the Acquirers have announced Open offer with
ulterior motive. They do not have any intention of seriously acquiring and reviving the fortunes the company. The actual
motive appears to be , to settle
personal score with the promoters and to pressurize and take some undue
advantage from the company.
The
DPS dated 1.1.18 has many issues that are incorrect , irregular and against the
interest of Minority Shareholders and against the SEBI regulations as well.
Kindly examine these issues for the
protection of Investors and implementation of your own Takeover code.
- The offer was first announced
on 12.11.2009. This was voluntary offer yet it was delayed for many years
by the Acquirers who sought to withdraw the offer. Interest is being paid
w.e.f. 12.04.2012 . The reason given in Point no. 4 of DPS is that there
was a delay in giving the clearance by SEBI. The observation letter was
issued only on 23.04.12, hence all other dates have been calculated with
reference to this date. The Acquires making SEBI solely responsible for
this delay. This is not correct as would be clear from the subsequent
action of the Acquirers who declared their attention to withdraw the
offer. The Acquirers were not pursuing the clearance by SEBI sincerely
which resulted in the delay. They have to own up their responsibility and
pay interest from the original date when payment was due i.e. 02.02.10.
- In Gross violation of the SAST
1997, interest is being paid only to Original shareholders. The Takeover
code was amended w.e.f. 09.09.02 specifically to protect the investors
from such unscrupulous Acquirers who delay the implementation of the Open
offer and subsequently take shelter of some court cases. Such Court cases
when initiated were not under the light of the amended section 44(i). This
section is still valid and not been struck off. This must be respected and
implemented.
3.
The PAC who is actually carrying out the
obligations of the Open Offer was in fact not a PAC on the date of the
Announcement of the open offer. The Acquirer along with PAC announced the offer on 12.11.2009. However at para No. 6 of
DPS it appears that the acquirer and PAC had entered into MOU only on
14.11.2009.
- There is no disclosure on the
Change of Merchant Banker (MB). We are all aware that in the process of
Open Offer MB play a very significant role and the investors and the
Regulator must be informed why the MB who was handling the Open offer
earlier has been replaced.
- There is an apparent dispute
between the Acquirers and the PAC. It is an admitted fact that the
PAC wrote to SEBI to exclude the
name of The Acquirer, this request was rejected by SEBI. This needs to re-examined
by SEBI. How the fortunes of a company can be handed over to a warring
group.
You
are requested to please examine the above issue and give appropriate directions
in the interest of the investors and securities market.
Regards,
Thanking
you,
Yours
faithfully,
Arun
Goenka
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