ACCELYA SOLUTIONS INDIA LIMITED. Open Offer

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.