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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).

Saturday, September 26, 2020

Thomas Cook –TUMHARI YEH DAAL NAHI GALNE DENGE Complaint to SEBI

 SMALL INVESTORS’ WELFARE ASSOCIATION

    Email : SirenBajao@gmail.com 

 

TEXT OF LETTER SENT TO SEBI

Not only the offer must be complied with, the investors must also get interest, as in the Open offer.


Thomas Cook's is  the second such attempt after KPR Mills unsuccessfully tried to withdraw. The company knowing it fully well that it cannot be allowed as per the regulations, is still taking this as an excuse to further delay the offer announced in February 2020. Interestingly, the company says that DLOO was filed on 6th March 2020 but SEBI site gives this date as 12th March 2020. I wish to bring to your notice regulation 24(i)(d) as follows:

         “the company shall not withdraw the offer to buy-back after the draft letter of offer is filed with the Board or public announcement of the offer to buy-back is made;”


It is like the investors are buy the shares cum-dividend before the record date, pay hefty premium and after the record date is over, shares become ex-dividend, prices come down to adjust for the dividend factor, subsequently the company says dividend is cancelled. This will put investors to great loss. We have received immediate angry reaction from many investors.

We urge SEBI to immediately pass necessary order and ask the Company to go ahead with the offer immediately and also to pay interest for the period of delay by adding interest @10% to the offer price.

The record date was 7 March 2020. Before the record date the price of the share was Rs.48 (approx.) on 5 March 2020 and after the record date it nosedived to Rs.22.35 on 25 March 2020 (incidentally this fall must have been accentuated by the overall meltdown of the share market). As on today i.e. 25th September 2020 it closed at 29.75 on BSE and 29.55 on NSE.  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 continued to hold for the purpose of tendering and have suffered a massive loss, yet were holding. on the hope that part of their loss shall be recouped by the buy-back at much higher price of 57.50. Now the company has dropped the bombshell. Investors are very hopeful that SEBI will deal with such unscrupulous management  very strongly and firmly. It must be known to them that in case they delay any further and initiate litigation, their interest meter shall keep running. Interest can only be the deterrent.

Shall appreciate your early and immediate action for protecting the interest of the Small shareholders.

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