IDBI TAKEOVER BY L.I.C.- TEXT OF LETTER WRITTEN TO SEBI CHAIRMAN
Reg.
Open Offer for IDBI Bank- irregularities
I have written to you with copies to the
merchant Banker, 2 letter dated 5th Oct.2018, and 2nd
November 2018 both of these letters remain
unanswered till date.
The Offer price of Rs. 61.73 is absolutely wrong and incorrect. I have given detailed
grounds in my above letters. I now find that the Delhi High Court has directed
SEBI to examine the offer pricing in detail and give an order within 15 days.
I would like to request you to please also
examine my contention in detail and give a reasoned and appealable order.
Kindly consider the following points:
a.
The Acquirer, LIC was
constituted by an Act of parliament--Life Insurance Corporation Act, 1956 . “It
is wholly owned by the Central Government” (Refer Para 4.5 of Draft letter of
Offer--DLOO).
b.
The Central Government is also
the promoter of IDBI.
c.
In this context, the LIC and
the Central Government are the Acquirers/ PAC.
d.
As per the letter dated 25th
May 2018, by the Company Secretary of IDBI, addressed to NSE and BSE, 1,09,73,26,649 Equity shares were issued to
the Government of India at a price of Rs.71.82
per share aggregating to Rs. 7881 crore, through Preferential Issue on
25th May 2018.
e.
The present Offer
is being made by the Acquirer pursuant to Regulations 3(1) and 4 of the
SEBI (SAST) Regulations. (Page 2 note 1 of DLOO)
f. SAST 2013, Regulation 8 (1) provides for the Offer Price. The relevant portion of Regulation is
reproduced below :
Offer
Price.
8. (1)
(b) the volume-weighted average price paid
or payable for acquisitions, whether by the acquirer or by any person acting in
concert with him, during the fifty-two weeks immediately preceding the date of
the public announcement;
(c) the highest price paid or payable for
any acquisition, whether by the acquirer or by any person acting in concert
with him, during the twenty-six weeks immediately preceding the date of the
public announcement;
The above provision 8(1) (c ) is clearly
attracted. ( I have not examined 8(1) (b) ).
You are requested to please direct the
Acquirers to immediately revise the Offer price to:
(i)
Rs. 76.77 if the contention of
the other shareholder who had moved the Delhi High Court is found to be
correct. or
(ii)
Rs.71.82 after a detailed examination of the above points .
Or
(iii)
To any other higher price if on
a detailed examination it is established that
SAST 2011 Regulation 8(1) (b) was also attracted at a much higher price.
You will kindly agree that the conduct of
the Government and its various bodies should be exemplary as far as, at least
following the law , Rules and Regulations is concerned.
Thanking you,
Yours truly,
CA Arun Goenka
CC.
1. Shree
Amarjeet Singh
The Executive
Director, SEBI
The company and the merchant Bankers are requested to:
·
Please give the relevant data-
DATEWISE ACQUISTION BY THE GOVERNMENT OF INDIA DURING
THE PERIOD OF LAST 52 WEEKS OF THE DATE OF PA.
·
Your views or if necessary your
counter argument to the above points.
2.
Mr. Anurag Byas / Sameer
Purohit
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai - 400 020. Tel: +91 22 2288
2460 Fax: +91 22 2282 6580 Contact Person: Anurag Byas / Sameer Purohit E-mail:
idbi.openoffer@icicisecurities.com SEBI Registration Number: INM000011179
The
compliance officer of the Target Company is Mr. Pawan Agrawal. (022) 66552265
and email address is pawan.agrawal@idbi.co.in 