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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.

Friday, August 14, 2020

# VEDANTA DELISTING; AA READY TO STEP ON THE CONVEYOR BELT?

The answer is a resounding YES. As I mentioned in my previous Blog/tweet, once he gets on the conveyor belt, there is no STOP button, but as of now, he can take as much as one full year before stepping on the belt.  

What makes me believe that he will pull the trigger any day now ? Consider the following:

a) A month or so ago, Hindustan zinc (HZL) obtained Crisil rating for Rs 19,000 Crore borrowings of HZL, incl 7500 Cr of CPs and 8500 Cr of NCDs. Wait a minute, did you say NCDs ? Why would a company that generates something like 5000 Cr free cash flow after all capexes need NCDs for ? No prizes for guessing.

b) There are rumours in banking circle that beauty parades are being organised in Vedanta House in Mumbai for issuing of debentures and Rs. 7500 Cr of CPs are already largely placed.

c) A promoter company, Vedanta Holdings Mauritius II Limited obtained Moody’s rating B3 earlier this week for raising unsecured money. Might be it is concluded by now.

d) Twin star, one of the promoter companies has informed the stock exchange just yesterday of some conversion of ADRs.

All these point out to the fact that AA will jump on to the conveyor belt any day now.

The next question is, how much he needs and how much he has ?  I am assuming HZL will not give dividend till delisting of Vedanta Ltd is complete, as he never wants to share anything with minority investors if he can avoid it, sp no HZL dividend till delisting. Here is the maths:

(1) REQUIREMENT: 371.7 Cr shares outstanding x 40% (they already have 50%, need to reach 90%) x 150 (assumed for delisting) = $ 2.97 Bn min required (can go upto $ 3.7 Bn if 100% people opt in for delisting, but in reality even 90% is touch and go)

(2) SOURCES: $1.75 Bn already tied up, $ 0.50 Bn bridge loan finalised, $ 1.5 Bn unsecured loan under finalisation today in London (refer c above) = $ 3.75 Bn

(3) What if there is a shortfall in 2 above ? That is where HZL comes in. According to a 2019 amendment in the Companies Act, a Company can give loan of upto 60% of its net worth to a related party without Shareholder approval. AND HZL is ready with funds or will be on two days’ notice (refer a above). On top, it has 22,000 Cr cash anyways; incidentally 60% net worth comes to app 25,000 Cr)

NET NET, Vedanta UK, is likely to climb the conveyor belt of delisting, next week and the delisting process will be completed next month.


Likely timeline

Acivtity No.

Stipulated time

Assumed Action Date

Event

A

One Year

17-Aug-20

In-Principle Delisting approval to be applied to Stock exchange. It seems that the application for "in-principal" approval has not been made as yet. Whenever the application is made add the no. of days to 26th June 2020, to arrive at the approximate number of days for each activity

B

A+5

22-Aug-20

SE in-principle approval to be obtained. SE has to respond within 5 days, Reg 8(3)

C

B+1

23-Aug-20

Public Announcement (PA) & Escrow deposit ,  to be made within one day of receipt of 'In-Principal' approval, Reg.10(1)

D

C+2

25-Aug-20

LOO to be dispatched within 2 days of PA , Reg.12(1)

E

C+7

30-Aug-20

RBB to start within 7 days of PA Reg. 13(1)

F

E+5

4-Sep-20

RBB to be open for 5 days Reg. 13(2)

G

E+6

5-Sep-20

RBB to  close

H

G+5

10-Sep-20

Discovered price to be announced within 5 days of closure of RBB. Reg.18

I

G+10

14-Sep-20

payment to be made within 10 days of the closure. Reg.20(2)

J

H+2

12-Sep-20

Fresh PA for Counter offer  and dispatch of LOO within 2 days of announcement of discovered price. Reg 16(1A)

L

J+7

19-Sep-20

Opening of Counter offer bidding process within 7 days of PA

M

L+5

24-Sep-20

Counter offer bidding closes, open for 5 days

N

M+5

29-Sep-20

Success/ failure of counter offer to be announced  Reg.18 /19 within 5 days of closure

O

M+10

4-Oct-20

Payment/Refund of shares

 

Friday, July 24, 2020

e- Clerx BUY BACK-- Misuse of Regulations


SMALL INVESTORS’ WELFARE ASSOCIATION

Email : SirenBajao@gmail.com
 Posted on 24th July 2020


TEXT OF LETTER SENT TO SEBI

eCLERX completed recently announce buyback by company in 9 working days ( no buying on 3 days ) as under :
DATE                   QTY
15-7-20                    66,000
16-7-20                   14,00,000
17-7-20                    1,10,814 
20-7-20                     40,000
21-7-20                     3,03,500     
22-7-20                      1,73,501
TOTAL                      20,93,815

The following are very serious observations which SEBI must look into :
1 On detailed scrutiny of large volume on 16-7-20 , we find that out of 1400000 shares purchased by the company,  1126444 shares were purchased from Franklin Templeton Mutual Fund. This constitute 53.79% of maximum buyback size quantity and this is bought from one entity. That too on very second day after buyback of shares was started by the company.
2. This fact about purchase from a single entity should have been disclosed in "Daily Reporting of Shares Bought" by the company which has not been done. 
3. Sebi should have a percentage cap of maximum buy size on buying from one entity.
    Only one or two individuals should not be allowed to benefit of buyback opportunity          extended to all shareholders. Sebi always give preference to minority shareholders.
4. Whether this buyback was announced to bail out troubled Franklin Templeton Fund.
5. Who put order first ? Whether buy order was put first or sell order was put first ? This may bring out Insider Trading violations committed by both party involved,
6. Whether SEBI Regulations needs to be tightened so that companies do not deprive small shareholders the exit opportunity of buyback for which Sebi has permitted a maximum time frame of 6 months to companies to complete the buyback.

UMANATH AGARWAL
   

In tender method special quota of 15% is fixed for small shareholders but in the open market purchase like this more than 50% of the quota was usurped by one single entity.

May we suggest that  
i) there should be a limit of maxium 2% to be bought from one single shareholder during the course of the entire offer and 
ii) in order to allow full opportunity to all the shareholders, no more than 2% of the total amount to be bought can be bought in one single day.

Thursday, July 16, 2020

INDICATIVE TIMELINE FOR VEDANTA DELISTING - Update

INDICATIVE TIMELINE FOR VEDANTA DELISTING
UP-DATE July 17, 2020 

AA had displayed a remarkable speed and things seemed to be on fast track. He even brushed aside legal nuances like appointment of the merchant banker by the Board of directors. The merchant banker was appointed immediately on 12 May itself, even before the Board meeting. 

The  time chart/ schedule given in my earlier post of June 26,2020  was drawn as something that can  be achieved in the shortest possible time. However, it seems that AA has developed some cold feet or is unable to tie-up the desired finance and has till now not even applied to Stock exchanges for "in-principle" approval. As given in the chart below, this is the only open window available to the Acquirer going for delisting, he is allowed to play here for  as much as almost one year. The moment  "in-principle" is applied for, statutorily defined timeline kicks-in. 

To arrive at the likely date for completion of delisting formalities, please add the number of days to the date on which "in-principle" application is made to the Stock Exchanges.  In the table below such date of application has been assumed as July 20, 2020

Acivtity No.
Stipulated time
Date
Event
A
No legal stipulation of time
20-Jul-20
In-Principle Delisting approval to be applied to Stock exchange. It seems that the application for "in-principal" approval has not been made as yet. If the application is made after 20th July 2020, the number of days further delayed after 20.07.20 must be added to all the dates in the series to arrive at the approximate date for each activity
B
A+5
25-Jul-20
SE in-principle approval to be obtained. SE has to respond within 5 days, Reg 8(3)
C
B+1
26-Jul-20
Public Announcement (PA) & Escrow deposit ,  to be made within one day of receipt of 'In-Principal' approval, Reg.10(1)
D
C+2
28-Jul-20
LOO to be dispatched within 2 days of PA , Reg.12(1)
E
C+7
2-Aug-20
RBB to start within 7 days of PA Reg. 13(1)
F
E+5
7-Aug-20
RBB to be open for 5 days Reg. 13(2)
G
E+6
8-Aug-20
RBB to  close
H
G+5
13-Aug-20
Discovered price to be announced within 5 days of closure of RBB. Reg.18
I
G+10
17-Aug-20
payment to be made within 10 days of the closure. Reg.20(2)
J
H+2
15-Aug-20
Fresh PA for Counter offer  and dispatch of LOO within 2 days of announcement of discovered price. Reg 16(1A)
L
J+7
22-Aug-20
Opening of Counter offer bidding process within 7 days of PA
M
L+5
27-Aug-20
Counter offer bidding closes, open for 5 days
N
M+5
1-Sep-20
Success/ failure of counter offer to be announced  Reg.18 /19 within 5 days of closure
O
M+10
6-Sep-20
Payment/Refund of shares