SMALL INVESTORS’ WELFARE ASSOCIATION
Regn No. F-72744 (M)
With a legacy of 25 years of investor protection services
TEXT OF LETTER WRITTEN TO SEBI
We
have studied the above DLOO and wish to
point out the following anomalies/ apparent errors for your suitable corrective
action:
1.
The
offer has been triggered by the acquirer acquiring the series holding co to reach down to level 6 and get
hold of 74.66% shares of the target company. As per DLOO Acquirer
acquired
i.
Accelya
Topco Limited which holds 100% of the
issued share capital of
ii.
Accelya
Holdco Limited, which in turn holds 100%
share capital of
iii.
Accelya
Finco Limited holding 100% share capital
of
iv.
Accelya
Midco Limited which in turn holds 100% of the capital of
v.
Accelya
Bidco Limited. Which holds 100% of the capital of
vi.
Accelya
Holding World S.L.U. which in turn holds 11,143,295 equity shares in the Target
Company constituting 74.66% of the total issued, paid-up voting share capital
of the Target Company.
The offer for balance number of shares will bring the public holding to
below the permitted level.
2.
The main/sole objective of such acquisition appears to be the
ultimate acquisition of shares of the target co. It has not been clarified if
these series of holding companies were holding any other assets.
3.
As per Regulation 5(2)
where the assets etc. of the target company is more than 80% of the
consolidated assets, indirect acquisition will be taken as direct acquisition.
It has not been clarified in the DLOO that this condition has been tested and
holds true.
4.
It has been confirmed in on page 31 of the DLOO in note (2)
that conditions of Regulation 8(5) is attracted since the assets etc. of the
target company are more than 15% of the consolidated assets. Regulation 8(5) is applicable only if Regulation
5(2) is attracted when assets etc. of
the target company is more than 80% of the consolidated assets. The following
points arise:
i.
When the assets are already above 80% what is the purpose of
specifying a lower limit of 15% in u/r
8(5)?
ii.
Why it has not been stated in the DLOO that the assets etc.
of the target company are more than 80% of the consolidated assets
5.
At page 31 at para 5.1.5, S.No.A, under the heading highest
negotiated price, it is written “ Not applicable”. This is not correct. Why
such price is not given?
The offer is likely to result in Public holding
falling below 25% (DLOO page 6, para 5) yet there is no mention of acquirer’s
plan to meet the stipulated level of public holding or to delist. 