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The Original CHAUKIDAAR ,“TAKEOVER WATCHMAN” since 2007. CA. Arun Goenka* hands-on experience in the share market* deep knowledge of laws and account*one of the early players, pioneered an investment strategy in TAKEOVERS*The WIRC - of The Institute of Chartered Accountants of India, has honoured him with the ‘Recognition of CAs in Social Service’. * often invited by National business news; electronic and print media, for his views on SEBI related matters. * history of red-flagging 100+ cases to SEBI* contributes by giving inputs in drafting amendments to the regulation* Some of the suggestions reflected in subsequent regulatory changes: (a). In takeover of Cairn 3,750 Crores non-compete fees waived off and ultimately Removal of Non-compete fee in 2011 (b) November 2009 amending Regulation 11 (1). (c)Listing agreement baring promoters from voting on related party. (d) Disclosure of past performance by merchant bankers in case of IPO (e) SAST 2011 regulation 10(1)(h), (f) Counter Offer in case of Delisting (g) Interest payment to all in case of delays in Open Offers(05.06.20).

Friday, August 21, 2020

#Buy-back offer of Thomas Cook (India) Ltd.

 SMALL INVESTORS’ WELFARE ASSOCIATION

                                    SirenBajao@gmail.com

Text of letter sent to SEBI on 21st August 2020

There has been an unusual delay in clearing the above Buy-back proposal and the investors are staring at a very heavy loss in this Rs.150 crs, offer. Your early clearance of the offer may help the investors in recouping part of the loss. Some basic details of the offer are given below:

As per the Draft Letter of Offer (DLOO) filed with SEBI and available on its website; the Board of Directors of the company decided for Buy-back on 26 February 2020 and made a Public announced on  28 February 2020, the record date was 7 March 2020. The offer is still pending. The time gap is already more than 5 months. As per the processing status on SEBI website “PROCESSING STATUS OF DRAFT OFFER DOCUMENTS (BUY-BACK THROUGH TENEDER OFFER) AS ON August 07, 2020” the following remarks appear:

·         PA date:

02/03/2020 (curiously, this is different than the date given in the DLOO which gives the date of PA as 28 February 2020)

·         Last communication issued/received :

 26.06.20 and

·         Processing status :

The representation of the company with respect to buyback proposal is under examination.”

Before the record date the price of the share was Rs.48(approx.) on 5 March 2020 and after the record date it nosed dived to Rs.22.35 on  25 March 2020( incidentally this fall may have been accentuated by the overall melt down of the share market). The offer is for 2.61 Crs. Shares amounting to 6.9% of the paid up capital of the company. The offer price is Rs.57.50 and the total outlay for the same is Rs.150 Crores. Shareholders who continued to hold for the purpose of tendering have suffered a massive loss.

Your immediate attention is required in clearing the buy-back offer without any further delay.

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