1 PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE SHAREHOLDERS OF HINDUSTAN OIL EXPLORATION COMPANY LIMITED [HOEC] Registered Office: ‘HOEC House’, Tandalja Road, Vadodara 390020 India ACQUISITION AND CASH OFFER TO EQUITY SHAREHOLDERS This Public Announcement (“PA”) is being issued by Ind Global Corporate Finance Pvt Ltd (“IGCF”), Managers to the Offer (“Managers”) on behalf of Burren Energy India Ltd, London (“BEIL”) [hereinafter referred to as the “Acquirer Company / BEIL”] and Unocal Bharat Ltd (“UBL”) [hereinafter referred to as the “Person Acting in Concert” / “PAC”] pursuant to and in compliance with among others, Regulation 10 of Chapter No. III of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [“SEBI Takeover Regulations” / “Regulations”]. This is not a competitive bid. 1. Background of the Offer BEIL [details are given under the head “Information on the Acquirer Company” in Para No. 3] has entered into a Share Purchase Agreement 1 [SPA 1] on February 14, 2005 with Unocal International Corporation, 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245, USA [hereinafter referred to as the “Seller 1”], a 100% subsidiary of Unocal Inc, to acquire the entire equity share capital of UBL, which owns and holds 1,52,81,633 equity shares of Rs. 10/- each representing 26.01% in the paid up equity share capital of Hindustan Oil Exploration Company Ltd [hereinafter referred to as “HOEC” / the “Target Company”] for cash at a negotiated acquisition price of US$ 26,010,000 [Rs. 113,71,57,200] [Exchange Rate: 1 US$ = Rs. 43.72 on February 14, 2005. Source: rbi.org.in]. The acquisition is an unconditional and absolute transfer of shares of a foreign shareholder to a foreign shareholder outside India at the holding company level and these shares are already registered in the name of BEIL. UBL [details are given under the head “Information on the PAC” in Para No. 3], Infrastructure Leasing and Financial Services Ltd [hereinafter referred to as the “Seller 2” / “IL&FS”] and Housing Development Finance Corporation [hereinafter referred to as the “Seller 3”/”HDFC”] are, inter alia, parties to a Shareholders Agreement entered into on October 14, 1998 [hereinafter referred to as the “SHA”], which, inter alia, regulates their inter-se relationship and provides for pre-emption rights and other similar rights therein for their collaboration. UBL and IL&FS have entered into a conditional Share Purchase Agreement on February 14, 2005 [hereinafter referred to as “Conditional SPA 2”], wherein it has been provided that UBL has the right to acquire 25,23,587 equity shares of Rs. 10/- each representing 4.30% in the paid up equity share capital of HOEC held by IL & FS, subject to the terms of the SHA. This right to acquire shares is conditional upon (a) receipt of requisite regulatory approvals for the acquisition of HOEC shares held by IL&FS and (b) completion of the Open Offer (“Open Offer / Offer”) by BEIL pursuant to the acquisition of UBL shares by BEIL from Unocal International Corporation. Hardy Oil and Gas (UK) Limited [hereinafter defined as “Hardy UK”] has filed Civil Suit No. 18/2005 before the Court of Civil Judge (S.D.) Vadodara, Gujarat [hereinafter referred to as the “Civil Suit”], claiming, inter alia, that as per the terms and conditions of the SHA, it has the right to appoint one (1) director to the board of directors of HOEC, whereas IL&FS and UBL, amongst others have, i nter alia, contended that Hardy UK is not a party to the SHA and therefore is not entitled to any rights or benefits thereunder, including the right to nominate a director to the board of directors of HOEC.
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PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE SHAREHOLDERS OF HINDUSTAN OIL EXPLORATION COMPANY LIMITED [HOEC] Registered Office: ‘HOEC House’, Tandalja Road, Vadodara 390020 India
ACQUISITION AND CASH OFFER TO EQUITY SHAREHOLDERS
This Public Announcement (“PA”) is being issued by Ind Global Corporate Finance Pvt Ltd (“IGCF”), Managers to the Offer (“Managers”) on behalf of Burren Energy India Ltd, London (“BEIL”) [hereinafter referred to as the “Acquirer Company / BEIL”] and Unocal Bharat Ltd (“UBL”) [hereinafter referred to as the “Person Acting in Concert” / “PAC”] pursuant to and in compliance with among others, Regulation 10 of Chapter No. III of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [“SEBI Takeover Regulations” / “Regulations”]. This is not a competitive bid. 1. Background of the Offer BEIL [details are given under the head “Information on the Acquirer Company” in Para No. 3] has entered into a Share Purchase Agreement 1 [SPA 1] on February 14, 2005 with Unocal International Corporation, 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245, USA [hereinafter referred to as the “Seller 1”], a 100% subsidiary of Unocal Inc, to acquire the entire equity share capital of UBL, which owns and holds 1,52,81,633 equity shares of Rs. 10/- each representing 26.01% in the paid up equity share capital of Hindustan Oil Exploration Company Ltd [hereinafter referred to as “HOEC” / the “Target Company”] for cash at a negotiated acquisition price of US$ 26,010,000 [Rs. 113,71,57,200] [Exchange Rate: 1 US$ = Rs. 43.72 on February 14, 2005. Source: rbi.org.in]. The acquisition is an unconditional and absolute transfer of shares of a foreign shareholder to a foreign shareholder outside India at the holding company level and these shares are already registered in the name of BEIL. UBL [details are given under the head “Information on the PAC” in Para No. 3], Infrastructure Leasing and Financial Services Ltd [hereinafter referred to as the “Seller 2” / “IL&FS”] and Housing Development Finance Corporation [hereinafter referred to as the “Seller 3”/”HDFC”] are, inter alia, parties to a Shareholders Agreement entered into on October 14, 1998 [hereinafter referred to as the “SHA”], which, inter alia, regulates their inter-se relationship and provides for pre-emption rights and other similar rights therein for their collaboration. UBL and IL&FS have entered into a conditional Share Purchase Agreement on February 14, 2005 [hereinafter referred to as “Conditional SPA 2”], wherein it has been provided that UBL has the right to acquire 25,23,587 equity shares of Rs. 10/- each representing 4.30% in the paid up equity share capital of HOEC held by IL & FS, subject to the terms of the SHA. This right to acquire shares is conditional upon (a) receipt of requisite regulatory approvals for the acquisition of HOEC shares held by IL&FS and (b) completion of the Open Offer (“Open Offer / Offer”) by BEIL pursuant to the acquisition of UBL shares by BEIL from Unocal International Corporation. Hardy Oil and Gas (UK) Limited [hereinafter defined as “Hardy UK”] has filed Civil Suit No. 18/2005 before the Court of Civil Judge (S.D.) Vadodara, Gujarat [hereinafter referred to as the “Civil Suit”], claiming, inter alia, that as per the terms and conditions of the SHA, it has the right to appoint one (1) director to the board of directors of HOEC, whereas IL&FS and UBL, amongst others have, inter alia, contended that Hardy UK is not a party to the SHA and therefore is not entitled to any rights or benefits thereunder, including the right to nominate a director to the board of directors of HOEC.
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The provisions of the Conditional SPA 2 above are without prejudice to the IL&FS’ and/or UBL’s stand in the Civil Suit and nothing in the Conditional SPA 2 can be or should be interpreted in any way to be contrary to IL&FS’ and/or UBL’s stand in the Civil Suit. In view of the ad interim injunction granted in the Civil Suit, a pre-emption offer will be made to Hardy UK on pro rata basis for the shares, if the shares are offered for sale, only with the view of complying with the order of the Vadodara Court, if such order subsists as on the date of the sale of the shares by IL&FS pursuant to Conditional SPA 2. The other salient features of Conditional SPA 2 are (a) upon satisfaction of the conditions stated in Conditional SPA 2, UBL shall have the right to buy IL&FS shares subject to the SHA and the contentions in the Civil Suit at Rs. 78.30 per share on spot delivery basis, free and clear of all liens, options, equities, claims, or other third party rights including rights of pre-emption of any nature whatsoever, together with all rights attaching to them. The Conditional SPA 2 also enables IL&FS to sell these shares to UBL subject to the SHA and the Civil Suit. It is expected that this IL&FS disinvestment, upon satisfaction of the aforesaid conditions, be completed within a period of six (6) months from February 14, 2005 or such other date as IL&FS and UBL may mutually agree. UBL and HDFC have entered into a Share Purchase Agreement on February 14, 2005 [hereinafter referred to as “Conditional SPA 3”]. Pursuant to the satisfaction of the following two conditions being (a) receipt of requisite regulatory approvals for the acquisition of HOEC shares held by HDFC and (b) completion of the Open Offer by BEIL pursuant to the acquisition of UBL shares by BEIL. UBL shall have the option to acquire such number of shares, inclusive of and upto 62,87,222 equity shares of Rs. 10/- in total representing 10.70% in the paid up equity share capital of HOEC to enable BEIL and UBL collectively to hold 51% of the total issued and paid up capital of HOEC. If as a result of the Open Offer and the IL&FS divestment pursuant to Conditional SPA 2, UBL and BEIL collectively hold 51% of the paid up equity share capital of HOEC, UBL may not acquire any shares of HDFC held in HOEC. HDFC does not belong to any Group. With respect to the Civil Suit, HDFC and UBL have amongst others, inter alia, contended that Hardy UK is not a party to the SHA and therefore is not entitled to any rights or benefits thereunder, including the right to nominate a director to the board of directors of HOEC. The provisions of the Conditional SPA 3 are without prejudice to the HDFC’s and/or UBL’s stand in the Civil Suit and nothing in the Conditional SPA 3 can be or should be interpreted in any way to be contrary to HDFC’s and/or UBL’s stand in the Civil Suit. In view of the ad interim injunction granted in the Civil Suit, a pre-emption offer will be made to Hardy UK on pro rata basis for the share, if the shares are offered for sale, only with the view of complying with the order of the Vadodara Court, if such order subsists as on the date of the sale of the shares by HDFC pursuant to Conditional SPA 3. The other salient features of Conditional SPA 3 are (a) upon satisfaction of conditions stated in SPA 3, UBL shall have the right to buy HDFC shares subject to the SHA and the contentions in the Civil Suit [as defined earlier] at Rs. 85.04 per share on spot delivery basis, free and clear of all liens, options, equities, claims, or other third party rights including rights of pre-emption of any nature whatsoever, together with all rights attaching to them. The offer price being offered to the members of the public for acquisition of shares pursuant to the public offer is higher than the price offered to either IL&FS or HDFC under the Conditional SPA 2 or Conditional SPA 3 respectively.
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2. The Offer Pursuant to the provisions of Regulation 10 of the SEBI Takeover Regulations, since BEIL has acquired the shareholding from Unocal International Corporation in an off-shore transaction involving non-resident companies, not concerning the rights or the Register of Members of HOEC; and since UBL holds 26.01% of the shares of HOEC, which is more than the stipulated minimum trigger limit of 15%, BEIL is making the open offer to all the remaining equity shareholders of HOEC. UBL is a PAC with BEIL but it is not acquiring any shares in relation to the open offer. All shares to be acquired pursuant to the open offer shall be acquired by BEIL. BEIL proposes to acquire 1,17,48,990 Equity Shares representing 20.00% of the paid up equity share capital of HOEC at a price of Rs. 92.41 per fully paid up equity share (“Offer Price”) payable in cash (“Offer”) subject to the terms and conditions mentioned in this PA and the Letter of Offer to be mailed to the shareholders. The Offer is not subject to any minimum level of acceptance and the Acquirer Company will be obliged to acquire the equity shares of HOEC that are tendered in the valid form in terms of this offer up to a maximum of 1,17,48,990 Equity Shares. No other entity / person, other than UBL is acting / deemed to be acting in concert with the Acquirer Company for the purpose of this offer. Equity Shares of HOEC that would be tendered in the valid form in terms of this open offer will be transferred in favour of BEIL. As on the date of PA, the subscribed, called up and paid up Equity Share Capital of HOEC is Rs. 58,74,49,350/- comprising of 5,87,44,935 Equity Shares of Rs. 10/- each and while determining 20.00% of the paid up equity share capital for the purpose of minimum public offer as above, aforesaid paid up equity share capital is considered in terms of Regulation 21(5) of SEBI Takeover Regulations which provides that for this purpose, voting rights as at the expiration of 15 days after the closure of the proposed public offer shall be reckoned. BEIL and UBL have not acquired any equity shares of HOEC during the 12 months period prior to the date of this PA. BEIL and UBL have not acquired any equity shares in the paid up equity share capital of HOEC during the last 26 weeks period prior to the date of this PA by way of (a) allotment in public issue or (b) allotment in rights issue or (c) preferential allotment except the shares covered in SPA 1 and those proposed to be acquired pursuant to Conditional SPA 2 and Conditional SPA 3 as per the details given above. As stated in Para No. 1, UBL holds 1,52,81,633 equity shares of Rs. 10/- each representing 26.01% in the paid up equity share capital of HOEC Other than above, the Acquirer Company and PAC do not hold any Equity Shares in the paid up equity share capital of the Target Company as on the date of this PA. Equity Shares of HOEC are presently listed and traded on (i) The Stock Exchange, Mumbai (“BSE”) and (ii) The National Stock Exchange of India Ltd (“NSE”). Equity Shares of the Target Company are listed on the Stock Exchanges at Delhi (“DSE”), Kolkata (“KSE”) and Chennai (“CSE”). However, the Target Company is in the process of complying with the voluntary delisting formalities to get its shares delisted from DSE, KSE and CSE. Details and status of delisting applications filed by the Target Company with DSE, KSE and CSE will be disclosed in the letter of offer to be mailed to the shareholders. Equity Shares of the Target Company were listed on the Stock Exchanges at Ahmedabad (“ASE”) and Bangalore (“BgSE”). However, the Target Company filed applications with ASE and BgSE seeking delisting and the equity shares were accordingly delisted from ASE and BgSE.
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Details of delisting applications filed by the Target Company and delisting confirmation letters issued by ASE and BgSE will be disclosed in the letter of offer to be mailed to the shareholders. Based on the information available, the Equity Shares of HOEC are deemed to be frequently traded on BSE and NSE as the annualised trading turnover on BSE and NSE are 242.04% and 474.30% respectively which constitutes more than 5% of the total number of listed shares in terms of Explanation (i) to Regulation 20(5) of SEBI Takeover Regulations. However, there has been no trading on the Stock Exchanges at DSE, KSE and CSE. The average of weekly high and low of the closing prices of the shares of HOEC for the 26 week period ended on Friday, February 11, 2005 is Rs. 82.87 on BSE and Rs. 82.97 on NSE whereas the average of daily high and low prices of the shares of HOEC for the 2 weeks period ended on Monday, February 14, 2005 ie preceding the PA is Rs. 92.05 on BSE and Rs. 92.41 on NSE as per Regulation 20(4)(c) of SEBI Takeover Regulations. (Sources for determination of trading frequency and pricing: Capitaline Series Database, Money Control web site and Economic Times). In terms of Regulation 20(4) of SEBI Takeover Regulations, applicable for companies whose shares are frequently traded, the Offer price of Rs. 92.41 per share is more than the highest of (a) Negotiated price of Rs. 78.30 per share as per Conditional SPA 2 dated February 14, 2005 and Rs. 85.04 per share as per Conditional SPA 3 dated February 14, 2005 (b) Average of weekly high and low of the closing prices for the 26 week period ended on February 11, 2005 of Rs. 82.87 on BSE and Rs. 82.97 on NSE and (c) Average of daily high and low prices for the 2 week period ended on February 14, 2005 ie preceding the PA of Rs. 92.05 on BSE and Rs. 92.41 on NSE. As the equity shares of HOEC are infrequently / not traded on DSE, KSE and CSE, Share Valuation certificate will be obtained from a Chartered Accountant for fair value of the equity shares of HOEC keeping in view the Supreme Court Decision in the Hindustan Lever Employee Union Vs Hindustan Lever Limited (1995) 83 Com Case 30, which is applicable for companies whose shares are infrequently traded, in terms of Regulation 20(5) of SEBI Takeover Regulations and adequate disclosure of share valuation certificate will be made in the letter of offer to be mailed to the shareholders. As per audited financial results of HOEC for the year ended on March 31, 2004, the Book Value per share was Rs. 33.81, Return on Networth was 11.14%, Earning Per Share was Rs. 3.77, Offer P/E [Price Earning Ratio] 24.67 and P/E multiple for the Industry category ie “Oil Drilling / Allied Services” is 11.8 [Source: “Capital Market” January 31 - February 13, 2005.] In view of this, the Offer price of Rs. 92.41 per equity share is justified in terms of Regulation 20(4) and 20(5) of SEBI Takeover Regulations. 3. Information on the Acquirer Company and Person Acting in Concert Acquirer Company Burren Energy plc [“BE”] Burren Energy is an independent oil and gas exploration and production group headquartered in London with activities in three principal regions viz the Caspian Region of the Former Soviet Union, West Africa and North Africa. BE was incorporated on January 14, 1998 as a limited
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company under the Companies Act, 1985 of England and Wales and its corporate office is situated at Kierran Cross, 11 Strand, London WC2N 5HR. BE shares are listed on the Official List of the UK Listing Authority and have been traded on the London Stock Exchange since December 2003 and on February 11, 2005, its market capitalization was Pounds 660 million. At close of business on February 11, 2005 the share price was 480p. BE’s last declared total proven and probable oil reserves as at April 2004 were 133 million barrels. Group oil production is approximately 20,000 bopd net. BE has producing oilfields in Turkmenistan, where the group operates a 1000 sq. km. onshore concession, and in Republic of Congo (Brazzaville). Registered Capital of BE is Rs. 48,702 lakhs (60,000,000 Pounds) and paid up share capital is Rs. 20,315 lakhs (25,028,000 Pounds). As per the consolidated audited accounts for the year ended December 31, 2003, Turnover and Retained Profit of BE were Rs. 38,194 lakhs (47,054,000 Pounds) and Rs. 12,787 lakhs (15,753,000 Pounds) respectively. Net Assets were Rs. 88,013 lakhs (108,430,000 Pounds) and total shareholders funds were Rs. 88,013 lakhs (108,430,000 Pounds). The Company registered EPS of 16.8 pence and Book Value of 80.3 pence . [Exchange Rate: 1 Pound = Rs. 81.17 as on December 31, 2003. Source: www. rbi.org.in]. For the purpose of determination of EPS and BV, ratios used are (a) EPS = Net Earnings / Weighted average number of issued Shares during the year and (b) BV = Shareholders Funds / Number of issued shares at year end. Burren Energy India Ltd [“BEIL”] Burren Energy India Limited [BEIL] was incorporated on December 22, 2004 as a private limited company under the Companies Act, 1985 of England and Wales and it is situated at Kierran Cross, 11 Strand, London WC2N 5HR. It is a wholly owned [100%] subsidiary of BE and it therefore belongs to BE group. BEIL, a private company limited by shares, is a new company formed for the purpose of this transaction and for holding any subsequent Burren investments in India. Share capital of the company is 1000 Pounds [Rs. 81,170 ] divided into 1000 shares of £ 1 each. [Exchange Rate: 1Pound = Rs. 81.17 as on December 31, 2003 . Issued Share Capital of the company is 2 shares of 1 Pound each (both held by Burren Energy plc) and un issued share capital is 998 shares of 1 Pound each. Being a newly incorporated company BEIL has not produced financial accounts to date. Its shares are not listed on any Stock Exchange. Person Acting in Concert ie Unocal Bharat limited UBL is an existing shareholder of HOEC and holds 1,52,81,633 equity shares of Rs. 10/- each representing 26.01% of the total issued and paid up share capital of HOEC. It is, inter alia, a party to the SHA. Pursuant to the purchase by BEIL of shares owned by Unocal International Corporation in UBL, UBL has therefore now become a wholly owned subsidiary of BEIL. UBL is part of the BE Group. Authorised Share Capital of the Company is US$ 70,000,000 [Rs. 29743.00 lakhs] divided into 700,000 shares of US$ 100 each. Minimum share capital of the Company is US$ 12,000 [Rs. 5.10 lakhs] [Exchange Rate: 1 US$ = Rs. 42.49 as on December 31, 2004. Source: www.rbi.org.in]. Its shares are not listed on the Stock Exchanges. As per the financial accounts for the year ended December 31, 2004, UBL’s Gross Revenues and Net Income were Rs. 948.06 lakhs (US$ 2,231,253) and Rs. 864.74 lakhs (US$ 2,035,162) respectively. Total Assets were Rs. 8410.26 lakhs (US$ 19,793,507). The Company registered EPS of Rs 132.43 (US$ 3.12) and Book Value of Rs. 1,302.50 (US$ 30.65) . [Exchange Rate: 1US$ = Rs. 42.49 as on December 31, 2004. Source: www.rbi.org.com]. For the purpose of determination of EPS and BV, ratios used are (a) EPS = Net Income / Number of issued Shares and (b) BV = Total Equity / Number of issued shares.
BEIL is a wholly owned subsidiary of BE. UBL is a wholly owned subsidiary of BEIL. BEIL does not hold any shares in the paid up equity share capital of HOEC as on date of Public Announcement. 4. Information on Target Company : Hindustan Oil Exploration Company Limited [“HOEC”] Hindustan Oil Exploration Company Limited is a public limited company incorporated on September 22, 1983 under the Companies Act, 1956 and transferred its registered office from Maharashtra to Gujarat pursuant to certificate of registration dated June 11, 1996 issued by the Registrar of Companies, Gujarat. Registered Office of the Company is situated at “HOEC House”, Tandalja Road, Vadodara, 390020. HOEC was established by Late Shri H. T. Parekh. HOEC was the first private sector Company to enter into oil exploration, a highly capital intensive business. HOEC has been the first private sector Exploration and Production company set up to explore, develop and produce the Hydrocarbon resources within and outside India by integrating and optimizing the collective output of people and technology with respect to available resources. The Target Company currently has interests in 8 E&P projects including Cambay Basin, Cauvery Basin and Assam Arrakan Basin. As on the date of PA, issued share capital of HOEC is Rs. 58,77,79,100/- comprising of 5,87,77,910 Equity Shares of Rs. 10/- each whereas subscribed and paid up Equity Share Capital of HOEC is Rs. 58,74,49,350/- comprising of 5,87,44,935 Equity Shares of Rs. 10/- each. There are no partly paid up equity shares and no calls in arrears. Details of listing status are given in Para No. 2 above. As per the audited accounts for the year ended March 31, 2004,[previous year’s figures given in bracket] HOEC had a total income of Rs. 4964.69 lakhs (Rs. 5783.01 lakhs) and Net Profit for the year after tax of Rs. 2212.14 lakhs (Rs. 1160.78 lakhs). Paid up Equity Share Capital was Rs. 5876.09 lakhs (Rs. 5876.09 lakhs) and Reserves and Surplus Rs. 13982.80 lakhs (Rs. 12433.36 lakhs). Paid up capital includes amount paid up on shares forfeited of Rs. 1.60 lakhs as on December 31, 2004 and 2003. Further, as on March 31, 2004, the Company had in its books, Net Fixed Assets of Rs. 8026.96 lakhs (Rs. 5419.05 lakhs), Investments of Rs. 1843.00 lakhs (Rs. 358.13 lakhs), deferred tax assets of Rs. 1214.31 lakhs (Rs.994.76 lakhs), Net Current Assets of Rs. 8763.90 lakhs (Rs. 11521.85 lakhs) and Miscellaneous Expenditure of Rs. 10.71 lakhs (Rs. 15.67 lakhs). The Company registered RONW of 11.14% (6.34%), EPS of Rs. 3.77 (Rs. 1.98) and Book Value of Rs. 33.81 (Rs. 31.17). For the purpose of determination of RONW, EPS and BV, ratios used are (a) RONW = Profit After Tax / Networth * 100, (b) EPS = Profit After Tax / Number of Shares and (c) BV = Networth / Number of shares. As on February 14, 2005, the board of directors of HOEC comprises six directors viz Mr. R Vasudevan [Chairman], Mr. Deepak S Parekh, Mr. Vimal Bhandari, Mr. Rakesh Jain [Managing Director], Mr. Atul Gupta and Mr. Finian O Sullivan. 5. Reasons for the acquisition, rationale for the offer and future plans In view of the requirements of the SEBI Takeover Regulations and Regulation 10 thereof, pursuant to the acquisition of Unocal International Corporation’s shares in UBL by BEIL, BEIL is making this mandatory open offer.
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BEIL believes that there exists significant opportunity in India for the exploration and production of oil and gas to satisfy the country’s growing energy demands and has for some time been studying potential investment opportunities. Acquisition of HOEC would be strategically advantageous to BEIL in achieving its objective. BEIL believes that HOEC has attractive prospects in the medium term in light of its planned developments in the offshore Cauvery basin and elsewhere in India. It has therefore entered into SPAs described in Para No. 1 and will be seeking to contribute to the future development of the Target Company through board representation, secondment of personnel and certain technical consultancy arrangements and intends to work closely with the Target Company’s management in furtherance of its strategic objectives. The Acquirer Company and PAC do not have any plans to dispose of or otherwise encumber any significant assets of HOEC in the next two years in the ordinary course of business of HOEC. Acquirer Company and PAC undertake that they shall not sell or dispose of or otherwise encumber any substantial assets of HOEC in the next two years except with the prior approval of the shareholders of the Target Company and in accordance with and subject to the applicable laws, permissions and consents, if any. BEIL/UBL are prepared to subscribe for additional equity share capital in HOEC to enable it to fund its development needs. 6. Statutory Approvals & Conditions of the Offer The Offer is subject to receipt of the following statutory and regulatory approvals, and clearances: Pursuant to AP (Dir Series) Circular No. 16 dated October 4, 2004, approval is required from Foreign Investment Promotion Board (“FIPB”) / Secretariat of Industrial Assistance (“SIA”) / any other appropriate authority of the Government of India (“GOI”), if any, by the Acquirer Company for acquisition / transfer of equity shares that are tendered in the open offer by resident Shareholders ie individuals and institutions, Overseas Corporate Bodies, FIIs etc and for acquisition of shares covered in the Conditional SPA 2 and and Conditional SPA 3. Acquirer Company will make requisite application to FIPB seeking their approval in this regard. Presently, the Acquirer Company has opened a cash escrow account abroad and as per RBI requirements and rules, as soon as application is filed with FIPB / SIA / GOI or as soon as approval is received from FIPB / SIA / GOI, necessary application will be filed with the Regional Office of Reserve Bank of India [RBI] for their requisite permission to open and fund the cash escrow account in India / transfer of funds from the aforesaid offshore escrow account in terms of the provisions of SEBI Takeover Regulations. Acquirer Company will approach RBI for their requisite permission to open a Special Account in India for the purpose of releasing payment of purchase consideration to eligible shareholders, as per RBI requirements and rules, simultaneously with application for the aforesaid permission to open and fund cash escrow account or after the closure of the Open Offer in terms of the provisions of SEBI Takeover Regulations. In case of delay in receipt of statutory approvals as explained above beyond Wednesday, May 11, 2005 SEBI has power to grant extension of time to Acquirer Company for payment of purchase consideration to eligible shareholders, subject to Acquirer Company agreeing to pay interest at the rate of 10% pa or as directed by SEBI, for the delayed period in terms of Regulation 22(12) of the Regulations. If the delay occurs due to willful default of the Acquirer Company in obtaining requisite approvals, Regulation 22(13) of the Regulations will become applicable.
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Acquirer Company does not require any approvals from banks / financial institutions for the offer. As on date no other statutory / other approvals other than those indicated above are required for the Offer. If any other statutory approvals become applicable, Indian and / or non Indian regulatory approvals, the offer would be subject to such approvals. Acquirer Company will have a right, in terms of Regulation 27 (1)(b) of SEBI Takeover Regulations, not to proceed with the offer in the event that statutory approvals indicated above are not received / refused. 7. Delisting Provision Pursuant to the Open Offer, BEIL and UBL taken together would not be obliged to increase their shareholding above 46.01% of the shares of HOEC if there is a full response to the mandatory Open Offer. The minimum public shareholding required for continuous listing in relation to HOEC was twenty (20) percent of the total issued equity share capital of HOEC. Pursuant to this Open Offer, there will be no violation of Clause 40A of the Listing Agreement of HOEC with the Stock Exchanges and HOEC’s shares will continue to be listed. 8. Funding Arrangement The total funds required for the acquisition of 1,17,48,990 Equity Shares of HOEC in the Open Offer assuming full acceptance at Rs. 92.41 per Equity share amount to Rs. 1,08,57,24,165/-. Acquirer Company and PAC have adequate resources to meet the financial requirements of the Offer and sources of funds shall be existing cash resources of BEIL / UBL. Acquirer Company has opened an offshore cash escrow account with Natexis Banques Populaires, a Company incorporated under French law, having its Head Office at 45, rue Saint Dominique, 75007 Paris, France (hereinafter referred to as “Natexis”) under the name and style of “Burren Energy India – Hindustan Oil Exploration Company Ltd - Open Offer Escrow Account (BEIL - HOEC -Open Offer Escrow Account)” bearing No. 3K249538000 and deposited US$ 19000000 equivalent to Rs. 83,06,80,000 [Rupees Eighty Three Crores Six Lakhs Eighty Thousand only], at an exchange rate of Rs. 43.72 per US$ [Exchange Rate as on February 14, 2005] and 3500000 Pounds equivalent to Rs. 28,70,70,000 [Rupees Twenty Eight Crores Seventy Lakhs Seventy Thousand only] at an exchange rate of Rs. 82.02 per Pound [Exchange Rate as on February 14, 2005] aggregating to equivalent of Rs. 111,77,50,000/- [Rupees One Hundred Eleven Crores Seventy Seven Lakhs Fifty Thousand only] being more than 100% of the total purchase consideration payable under the Offer assuming full acceptance at the aforesaid offer price. Acquirer Company has confirmed that the funds lying in the above mentioned offshore cash escrow account will be utilized exclusively for the purpose of the Open Offer. Further, Natexis has marked a lien on funds lying in the aforesaid cash escrow account in favour of the Managers to the Offer. As soon as requisite approval is obtained from RBI for opening and operating an escrow account in India, Acquirer Company will open a cash escrow account with a scheduled commercial bank in India as per the provisions of SEBI Takeover Regulations and upon the instructions of the managers to the Offer, transfer the funds lying in the above mentioned offshore cash escrow account to the said domestic cash escrow account and Managers to the Offer will be duly authorised to operate the domestic cash escrow account in compliance with Regulation 28 of SEBI Takeover Regulations. Acquirer Company has undertaken to mark a lien thereon in favour of the Managers to the Offer.
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In view of aforesaid offshore cash escrow deposit which constitutes 100% of the total purchase consideration payable under the Offer, the Managers to the Offer are satisfied that firm arrangements for financial resources required to implement the offer i.e. funds and money for payment through verifiable means are in place to fulfill the Offer obligations and are satisfied that Acquirer Company and PAC have the ability to implement the Offer in accordance with the Regulations. In the event of any short fall in the cash escrow amount arising on account of exchange rate fluctuations, the Acquirer Company has undertaken to provide additional funds to ensure that the escrow account has adequate funds to the extent of 100% of the total purchase consideration payable under the Offer at all times, to discharge its / their offer obligations irrespective of fluctuations in the exchange rate. 9. Other Terms of the Offer The Letter of Offer (“LOF”) with Form of Acceptance cum Acknowledgement (“Acceptance Form”) will be mailed to the shareholders of HOEC [except parties to SPA 1, Conditional SPA 2 and Conditional SPA 3 ie Acquirer Company and Sellers 1, 2 and 3] whose names appear on the Register of Members of HOEC and beneficial owners of the equity shares of HOEC, whose names appear as beneficiaries on the records of the respective Depositories ie NSDL and CDSL, at the close of business hours on Wednesday, February 16, 2005 (“Specified Date”). Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai 400078 are acting as the Registrars to the Offer (“Registrars”) and they have opened a special depository account under the name and style of “Intime - BEIL HOEC Escrow Demat A/c ” with Infrastructure Leasing & Financial Services Ltd [IL&FS], IL&FS House, Plot No. 14, Raheja Vihar, Chandivali, Andheri East, Mumbai 400072 who is acting as Depository Participant and registered with CDSL. DP ID is 14800 and Client ID is 1601480000035671. ISIN Number is INE 345A01011. Shareholders having their depository account with a Depository Participant who is registered with NSDL have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account opened by Intime Spectrum Registry Limited with IL&FS who is registered with CDSL. Beneficiary owners (holders of shares in dematerialised Form) who wish to tender their shares will be required to send their Acceptance Form along with a photocopy of the delivery instruction slip in “off-market” mode or counterfoil of the delivery instruction slip in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”) in favour of the Special Depository account, to the Registrars in accordance with the instructions to be specified in the LOF. Shareholders holding equity shares in physical form and who wish to tender their shares will be required to send the Acceptance Form, original share certificate/s and transfer deed/s, duly signed, to the Registrars on or before the closure of the Offer in accordance with the instructions to be specified in the LOF. The equity shareholders of HOEC who wish to avail of the Offer will be required to deliver the Acceptance Form with relevant documents to the Registrars on all days (excluding holidays and Sundays) at the collection centres mentioned below, in accordance with the instructions to be specified in the LOF and in the Acceptance Form.
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The collection centre / centres mentioned below would remain open on Monday to Friday from 10.00 am to 1.00 pm and from 2.00 pm to 4.00 pm and on Saturdays from 10.00 am to 1.00 pm. Address of the Collection Centres
Hand Delivery Tel No: 0265 2332474 / 2312489 Fax No: 0265 2332474 Email ID: [email protected]
Intime Spectrum Registry Ltd 3rd Floor A-31, Naraina Indl Area Phase I New Delhi PIN 110 028
Mr. Sanjiv Kapoor
Hand Delivery Tel No: 91 11 51410592 /3 / 4 Fax No: 91 11 51410591 Emil ID: [email protected]
Intime Spectrum Registry Ltd 1/17 Prince Gulam Mohammad Road Kolkata 700 026
Mr. S.P. Guha Hand Delivery Tel No: 91 33 4645145 Fax No: 91 33 4645145 Email ID: [email protected]
All owners (registered or unregistered) of shares of HOEC [except parties to SPA 1, Conditional SPA 2 and Conditional SPA 3 ie Acquirer Company and Sellers 1, 2 and 3] who own / hold shares of HOEC at any time before the closure of the Open Offer are eligible to participate in the Offer. Unregistered owners can send their written applications to the Registrars, on a plain paper stating (a) the name, address, No of shares held, No. of shares offered, distinctive Nos and folio No together with the original share certificate/s and valid transfer deeds in the case of equity shares held in physical form or (b) DP name, DP ID and client ID (collectively called “Shareholding Details”) together with photocopy or counterfoil of the delivery instruction slip in “off-market” mode in the case of equity shares held in dematerialised form and (c) the original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.
In case of non-receipt of LOF, the eligible persons / shareholders may send their consent to the Registrars, on a plain paper giving their Shareholding Details as above and submitting the documents as mentioned above so as to reach the Registrars on or before the closure of the Offer. Beneficial owners may send their written application on plain paper to the Registrars, giving their Shareholding Details as above along with beneficiary account number and either a photocopy or counterfoil of the delivery instruction in “off-market” mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrars, on or before closure of the Offer. Such shareholders may also obtain a copy of Letter of Offer by writing to Registrars to the Offer superscribing the envelope “HOEC Open Offer”. Equity shares of HOEC are traded compulsorily in dematerialised mode and the minimum marketable lot is one share. Equity shares, if any, that are the subject matter of litigation wherein the shareholder/s is / are may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/orders from competent authority regarding these shares are not received together with the shares tendered under the Offer. The LOF in such cases, would be forwarded to the concerned competent authority for further action at their end. In case the shares of HOEC are in the name of tainted persons or the transfer of shares were kept in abeyance due to the inclusion of the tainted persons as declared by the Special Custodian under the Special Act, such shares will not be accepted until the shares are cleared by the Special Court appointed for this purpose. Shareholders who have sent their shares for dematerialisation need to ensure that the process of getting shares dematerialised is completed well in time so that the credit in the Special Depository Account should be received on or before the date of closure of the Offer, else the application would be rejected. Shareholders who have lodged shares for transfer may either download the Letter of Offer and Acceptance Form from the SEBI's site (www.sebi.gov.in) or request for the Acceptance Form from the Registrars to the Offer. Acceptance Form duly completed and signed in accordance with the instructions contained therein or an application in writing on a plain paper stating the name, address, number of shares held, number of shares offered, distinctive numbers and folio number shall be sent to Registrars to the Offer along with the acknowledgement if any, received from HOEC for having lodged the shares for transfer. Shareholders who are attaching the acknowledgement are requested to direct HOEC in writing to retain the share certificates for onward submission to the Registrars to the Offer. The Registrars to the Offer will hold, in trust, the share certificates, shares lying to the credit of the Special Depository account, Acceptance Form, if any and the transfer form/s on behalf of the shareholders of HOEC who have accepted the Offer, till the cheques / drafts for the consideration and / or the unaccepted shares/ share certificates are dispatched/returned. In accordance with Regulation No. 22(5A) of the Regulations, shareholders who have tendered the requisite documents in terms of the PA and Letter of Offer shall have the option to withdraw acceptances tendered upto three working days prior to the Offer closing date. The withdrawal option can be exercised by submitting the documents as per the instructions given below so as to reach the Registrars to the Offer at the collection centre/ centres mentioned above as per the mode of delivery indicated therein on or before Saturday, April 23, 2005.
The withdrawal option can be exercised on submitting (a) the form of withdrawal which will be sent to shareholders along with the Letter of Offer and (b) the copy of the acknowledgement received from the Registrars to the Offer while tendering the acceptances together with (a) In respect of physical shares name, address, distinctive numbers, folio number, and number of shares tendered and (b) In respect of dematerialized shares name, address, number of shares tendered, DP Name, DP ID, beneficiary account number ie client ID and photocopy of the delivery instruction in off market mode duly acknowledged by DP. In case of non-receipt of form of withdrawal, the above withdrawal application can be made on a plain paper. The consideration for shares accepted by Acquirer Company will be paid by crossed account payee cheques / demand drafts. Such payments and documents ie share certificates etc in case of unaccepted shares will be returned by Registered Post/ Speed post at the shareholders' / unregistered owners' sole risk. Consideration up to Rs.1500/- will be dispatched Under Certificate of Posting. Shares held in dematerialised form to the extent not accepted will be credited back to the account of beneficial owner specified in the Acceptance Form. The payment of consideration for the accepted shares will be made by Acquirer Company by cheque / demand draft to the shareholders of the accepted shares within 15 days from the date of closure of the Offer. A schedule of some of the major activities in respect of the Offer is given below:
Activities Days & Dates Specified Date * Wednesday - February 16, 2005 Last date for Competitive Bid Tuesday - March 08, 2005 Date by which letter of offer to be posted to shareholders
Thursday - March 31, 2005
Date of Opening of the Offer Friday - April 08, 2005 Last date for revising the Offer Price/ number of equity shares
Wednesday - April 13, 2005
Last date up to which shareholders may withdraw Saturday - April 23, 2005 Date of Closure of the Offer Wednesday - April 27, 2005 Date for communicating acceptance/rejection under the Offer and payment of consideration for applications accepted.
Wednesday - May 11, 2005
* Specified Date is only for the purpose of determining the names of shareholders as on such date to whom the letter of offer would be sent. While tendering shares under the open offer, non resident shareholders (NRI/OCB/FII etc) will be required to submit the previous RBI / GOI approvals, if any, which they would have obtained for acquiring the shares of HOEC and No Objection Certificate / Tax Clearance Certificate from the Income Tax Authorities under the Income Tax Act, 1961 indicating the rate at which the tax is required to be deducted by the Acquirer Company before remitting the consideration. In case previous approvals as explained above are not submitted, Acquirer Company reserves the right to reject the shares tendered in the open offer. In case the aforesaid No Objection Certificate / Tax Clearance Certificate is not submitted, Acquirer Company will deduct the tax at the current prevailing rates as applicable on the offer price and interest thereon if applicable. In case of resident shareholders, the Acquirer Company will deduct the tax on the interest component exceeding Rs.5,000/- at the current prevailing rates as applicable, if applicable. If the resident shareholder requires that no tax is to be deducted or tax is to be deducted at a lower rate
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than the prescribed rate, he will be required to submit No Objection Certificate from the Income Tax authorities or a self declaration in Form 15H as may be applicable indicating the rate at which tax is to be deducted by the Acquirer Company. Shareholders eligible to receive interest component exceeding Rs. 5,000/- would be required to give their PAN for Income Tax purposes. Clauses relating to payment of interest will become applicable only in the event of Acquirer Company becoming liable to pay interest for delay in release of purchase consideration. 10. General Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the PA/ Letter of Offer, can withdraw the same upto three working days prior to the date of closure of the Offer. If there is any upward revision in the Offer Price upto seven working days prior to Offer closure, the same would be informed by way of PA in the same newspapers where this PA appears and the revised price would be payable to all shareholders who have tendered their shares anytime during the Offer. The Acquirer Company, PAC, Sellers and the Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any other regulations made under the SEBI Act. Acquirer Company retains the option of acquiring shares of HOEC outside this Offer, subject to Regulations. If there is a competitive offer/ bid, (i) the public offers under all the subsisting bids shall close on the same day and (ii) As the Offer Price cannot be revised during 7 working days prior to the date of closing of the Offer/bids, it would therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final Offer Price of each offer/ bid and tender their acceptance accordingly. Pursuant to Regulation 13 of the Regulations, Acquirer Company has appointed IGCF, Mumbai as Managers to the Offer and IGCF does not hold any equity shares in the paid up equity share capital of HOEC. (a) Acquirer Company ie BEIL and (b) Directors of the BEIL and (c) Person Acting in Concert [PAC] ie UBL and (d) Directors of UBL accept full responsibility for the information contained in this PA and also for the obligations of Acquirer Company and PAC as laid down in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments made thereof. All financial data contained in this PA have been rounded off to the nearest lakhs except where stated otherwise. SEBI web site This Public Announcement is also available on SEBI's website at www.sebi.gov.in. Eligible persons to the Offer may also download a copy of the Letter of Offer and Acceptance Form which will be available on SEBI's website from the Offer opening date ie Friday, April 08, 2005 and send their acceptances by filling in the same.
For further details, please refer to the Letter of Offer and Acceptance Form. Registrars to the Offer LOGO Intime Spectrum Registry Ltd C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup West Mumbai 400078 Tel No: 91 22 5555 5454 Fax No: 91 22 5555 5353 Email: [email protected] SEBI Reg No: INR 00000 3761 Contact: Mr. Nikunj Daftary Issued on behalf of (a) Acquirer Company i.e. Burren Energy India Ltd, Kierran Cross, 11 Strand, London WC2N 5HR and (b) Person Acting in Concert [PAC] ie Unocal Bharat Ltd, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda. Issued by: Managers to the Offer LOGO Ind Global Corporate Finance Pvt. Ltd. [A Member of Ernst & Young Pvt Ltd] 19th Floor, Express Towers, Nariman Point, Mumbai 400 021 Tel No: 91 22 2282 5000 Fax No: 91 22 2282 6000 Email ID: [email protected] SEBI Reg No: MB / INM 0000 10700 Contact : Dhanraj N Uchil Place: Mumbai Date: February 15, 2005
PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE SHAREHOLDERS OF HINDUSTAN OIL EXPLORATION COMPANY LIMITED [HOEC] Registered Office: ‘HOEC House’, Tandalja Road, Vadodara 390020 India
ACQUISITION AND CASH OFFER TO EQUITY SHAREHOLDERS
This Public Announcement (“PA”) is being issued by Ind Global Corporate Finance Pvt Ltd (“IGCF”), Managers to the Offer (“Managers”) on behalf of Burren Energy India Ltd, London (“BEIL”) [hereinafter referred to as the “Acquirer Company / BEIL”] and Unocal Bharat Ltd (“UBL”) [hereinafter referred to as the “Person Acting in Concert” / “PAC”] pursuant to and in compliance with among others, Regulation 10 of Chapter No. III of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [“SEBI Takeover Regulations” / “Regulations”]. This is not a competitive bid. 1. Background of the Offer BEIL [details are given under the head “Information on the Acquirer Company” in Para No. 3] has entered into a Share Purchase Agreement 1 [SPA 1] on February 14, 2005 with Unocal International Corporation, 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245, USA [hereinafter referred to as the “Seller 1”], a 100% subsidiary of Unocal Inc, to acquire the entire equity share capital of UBL, which owns and holds 1,52,81,633 equity shares of Rs. 10/- each representing 26.01% in the paid up equity share capital of Hindustan Oil Exploration Company Ltd [hereinafter referred to as “HOEC” / the “Target Company”] for cash at a negotiated acquisition price of US$ 26,010,000 [Rs. 113,71,57,200] [Exchange Rate: 1 US$ = Rs. 43.72 on February 14, 2005. Source: rbi.org.in]. The acquisition is an unconditional and absolute transfer of shares of a foreign shareholder to a foreign shareholder outside India at the holding company level and these shares are already registered in the name of BEIL. UBL [details are given under the head “Information on the PAC” in Para No. 3], Infrastructure Leasing and Financial Services Ltd [hereinafter referred to as the “Seller 2” / “IL&FS”] and Housing Development Finance Corporation [hereinafter referred to as the “Seller 3”/”HDFC”] are, inter alia, parties to a Shareholders Agreement entered into on October 14, 1998 [hereinafter referred to as the “SHA”], which, inter alia, regulates their inter-se relationship and provides for pre-emption rights and other similar rights therein for their collaboration. UBL and IL&FS have entered into a conditional Share Purchase Agreement on February 14, 2005 [hereinafter referred to as “Conditional SPA 2”], wherein it has been provided that UBL has the right to acquire 25,23,587 equity shares of Rs. 10/- each representing 4.30% in the paid up equity share capital of HOEC held by IL & FS, subject to the terms of the SHA. This right to acquire shares is conditional upon (a) receipt of requisite regulatory approvals for the acquisition of HOEC shares held by IL&FS and (b) completion of the Open Offer (“Open Offer / Offer”) by BEIL pursuant to the acquisition of UBL shares by BEIL from Unocal International Corporation. Hardy Oil and Gas (UK) Limited [hereinafter defined as “Hardy UK”] has filed Civil Suit No. 18/2005 before the Court of Civil Judge (S.D.) Vadodara, Gujarat [hereinafter referred to as the “Civil Suit”], claiming, inter alia, that as per the terms and conditions of the SHA, it has the right to appoint one (1) director to the board of directors of HOEC, whereas IL&FS and UBL, amongst others have, inter alia, contended that Hardy UK is not a party to the SHA and therefore is not entitled to any rights or benefits thereunder, including the right to nominate a director to the board of directors of HOEC.
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The provisions of the Conditional SPA 2 above are without prejudice to the IL&FS’ and/or UBL’s stand in the Civil Suit and nothing in the Conditional SPA 2 can be or should be interpreted in any way to be contrary to IL&FS’ and/or UBL’s stand in the Civil Suit. In view of the ad interim injunction granted in the Civil Suit, a pre-emption offer will be made to Hardy UK on pro rata basis for the shares, if the shares are offered for sale, only with the view of complying with the order of the Vadodara Court, if such order subsists as on the date of the sale of the shares by IL&FS pursuant to Conditional SPA 2. The other salient features of Conditional SPA 2 are (a) upon satisfaction of the conditions stated in Conditional SPA 2, UBL shall have the right to buy IL&FS shares subject to the SHA and the contentions in the Civil Suit at Rs. 78.30 per share on spot delivery basis, free and clear of all liens, options, equities, claims, or other third party rights including rights of pre-emption of any nature whatsoever, together with all rights attaching to them. The Conditional SPA 2 also enables IL&FS to sell these shares to UBL subject to the SHA and the Civil Suit. It is expected that this IL&FS disinvestment, upon satisfaction of the aforesaid conditions, be completed within a period of six (6) months from February 14, 2005 or such other date as IL&FS and UBL may mutually agree. UBL and HDFC have entered into a Share Purchase Agreement on February 14, 2005 [hereinafter referred to as “Conditional SPA 3”]. Pursuant to the satisfaction of the following two conditions being (a) receipt of requisite regulatory approvals for the acquisition of HOEC shares held by HDFC and (b) completion of the Open Offer by BEIL pursuant to the acquisition of UBL shares by BEIL. UBL shall have the option to acquire such number of shares, inclusive of and upto 62,87,222 equity shares of Rs. 10/- in total representing 10.70% in the paid up equity share capital of HOEC to enable BEIL and UBL collectively to hold 51% of the total issued and paid up capital of HOEC. If as a result of the Open Offer and the IL&FS divestment pursuant to Conditional SPA 2, UBL and BEIL collectively hold 51% of the paid up equity share capital of HOEC, UBL may not acquire any shares of HDFC held in HOEC. HDFC does not belong to any Group. With respect to the Civil Suit, HDFC and UBL have amongst others, inter alia, contended that Hardy UK is not a party to the SHA and therefore is not entitled to any rights or benefits thereunder, including the right to nominate a director to the board of directors of HOEC. The provisions of the Conditional SPA 3 are without prejudice to the HDFC’s and/or UBL’s stand in the Civil Suit and nothing in the Conditional SPA 3 can be or should be interpreted in any way to be contrary to HDFC’s and/or UBL’s stand in the Civil Suit. In view of the ad interim injunction granted in the Civil Suit, a pre-emption offer will be made to Hardy UK on pro rata basis for the share, if the shares are offered for sale, only with the view of complying with the order of the Vadodara Court, if such order subsists as on the date of the sale of the shares by HDFC pursuant to Conditional SPA 3. The other salient features of Conditional SPA 3 are (a) upon satisfaction of conditions stated in SPA 3, UBL shall have the right to buy HDFC shares subject to the SHA and the contentions in the Civil Suit [as defined earlier] at Rs. 85.04 per share on spot delivery basis, free and clear of all liens, options, equities, claims, or other third party rights including rights of pre-emption of any nature whatsoever, together with all rights attaching to them. The offer price being offered to the members of the public for acquisition of shares pursuant to the public offer is higher than the price offered to either IL&FS or HDFC under the Conditional SPA 2 or Conditional SPA 3 respectively.
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2. The Offer Pursuant to the provisions of Regulation 10 of the SEBI Takeover Regulations, since BEIL has acquired the shareholding from Unocal International Corporation in an off-shore transaction involving non-resident companies, not concerning the rights or the Register of Members of HOEC; and since UBL holds 26.01% of the shares of HOEC, which is more than the stipulated minimum trigger limit of 15%, BEIL is making the open offer to all the remaining equity shareholders of HOEC. UBL is a PAC with BEIL but it is not acquiring any shares in relation to the open offer. All shares to be acquired pursuant to the open offer shall be acquired by BEIL. BEIL proposes to acquire 1,17,48,990 Equity Shares representing 20.00% of the paid up equity share capital of HOEC at a price of Rs. 92.41 per fully paid up equity share (“Offer Price”) payable in cash (“Offer”) subject to the terms and conditions mentioned in this PA and the Letter of Offer to be mailed to the shareholders. The Offer is not subject to any minimum level of acceptance and the Acquirer Company will be obliged to acquire the equity shares of HOEC that are tendered in the valid form in terms of this offer up to a maximum of 1,17,48,990 Equity Shares. No other entity / person, other than UBL is acting / deemed to be acting in concert with the Acquirer Company for the purpose of this offer. Equity Shares of HOEC that would be tendered in the valid form in terms of this open offer will be transferred in favour of BEIL. As on the date of PA, the subscribed, called up and paid up Equity Share Capital of HOEC is Rs. 58,74,49,350/- comprising of 5,87,44,935 Equity Shares of Rs. 10/- each and while determining 20.00% of the paid up equity share capital for the purpose of minimum public offer as above, aforesaid paid up equity share capital is considered in terms of Regulation 21(5) of SEBI Takeover Regulations which provides that for this purpose, voting rights as at the expiration of 15 days after the closure of the proposed public offer shall be reckoned. BEIL and UBL have not acquired any equity shares of HOEC during the 12 months period prior to the date of this PA. BEIL and UBL have not acquired any equity shares in the paid up equity share capital of HOEC during the last 26 weeks period prior to the date of this PA by way of (a) allotment in public issue or (b) allotment in rights issue or (c) preferential allotment except the shares covered in SPA 1 and those proposed to be acquired pursuant to Conditional SPA 2 and Conditional SPA 3 as per the details given above. As stated in Para No. 1, UBL holds 1,52,81,633 equity shares of Rs. 10/- each representing 26.01% in the paid up equity share capital of HOEC Other than above, the Acquirer Company and PAC do not hold any Equity Shares in the paid up equity share capital of the Target Company as on the date of this PA. Equity Shares of HOEC are presently listed and traded on (i) The Stock Exchange, Mumbai (“BSE”) and (ii) The National Stock Exchange of India Ltd (“NSE”). Equity Shares of the Target Company are listed on the Stock Exchanges at Delhi (“DSE”), Kolkata (“KSE”) and Chennai (“CSE”). However, the Target Company is in the process of complying with the voluntary delisting formalities to get its shares delisted from DSE, KSE and CSE. Details and status of delisting applications filed by the Target Company with DSE, KSE and CSE will be disclosed in the letter of offer to be mailed to the shareholders. Equity Shares of the Target Company were listed on the Stock Exchanges at Ahmedabad (“ASE”) and Bangalore (“BgSE”). However, the Target Company filed applications with ASE and BgSE seeking delisting and the equity shares were accordingly delisted from ASE and BgSE.
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Details of delisting applications filed by the Target Company and delisting confirmation letters issued by ASE and BgSE will be disclosed in the letter of offer to be mailed to the shareholders. Based on the information available, the Equity Shares of HOEC are deemed to be frequently traded on BSE and NSE as the annualised trading turnover on BSE and NSE are 242.04% and 474.30% respectively which constitutes more than 5% of the total number of listed shares in terms of Explanation (i) to Regulation 20(5) of SEBI Takeover Regulations. However, there has been no trading on the Stock Exchanges at DSE, KSE and CSE. The average of weekly high and low of the closing prices of the shares of HOEC for the 26 week period ended on Friday, February 11, 2005 is Rs. 82.87 on BSE and Rs. 82.97 on NSE whereas the average of daily high and low prices of the shares of HOEC for the 2 weeks period ended on Monday, February 14, 2005 ie preceding the PA is Rs. 92.05 on BSE and Rs. 92.41 on NSE as per Regulation 20(4)(c) of SEBI Takeover Regulations. (Sources for determination of trading frequency and pricing: Capitaline Series Database, Money Control web site and Economic Times). In terms of Regulation 20(4) of SEBI Takeover Regulations, applicable for companies whose shares are frequently traded, the Offer price of Rs. 92.41 per share is more than the highest of (a) Negotiated price of Rs. 78.30 per share as per Conditional SPA 2 dated February 14, 2005 and Rs. 85.04 per share as per Conditional SPA 3 dated February 14, 2005 (b) Average of weekly high and low of the closing prices for the 26 week period ended on February 11, 2005 of Rs. 82.87 on BSE and Rs. 82.97 on NSE and (c) Average of daily high and low prices for the 2 week period ended on February 14, 2005 ie preceding the PA of Rs. 92.05 on BSE and Rs. 92.41 on NSE. As the equity shares of HOEC are infrequently / not traded on DSE, KSE and CSE, Share Valuation certificate will be obtained from a Chartered Accountant for fair value of the equity shares of HOEC keeping in view the Supreme Court Decision in the Hindustan Lever Employee Union Vs Hindustan Lever Limited (1995) 83 Com Case 30, which is applicable for companies whose shares are infrequently traded, in terms of Regulation 20(5) of SEBI Takeover Regulations and adequate disclosure of share valuation certificate will be made in the letter of offer to be mailed to the shareholders. As per audited financial results of HOEC for the year ended on March 31, 2004, the Book Value per share was Rs. 33.81, Return on Networth was 11.14%, Earning Per Share was Rs. 3.77, Offer P/E [Price Earning Ratio] 24.67 and P/E multiple for the Industry category ie “Oil Drilling / Allied Services” is 11.8 [Source: “Capital Market” January 31 - February 13, 2005.] In view of this, the Offer price of Rs. 92.41 per equity share is justified in terms of Regulation 20(4) and 20(5) of SEBI Takeover Regulations. 3. Information on the Acquirer Company and Person Acting in Concert Acquirer Company Burren Energy plc [“BE”] Burren Energy is an independent oil and gas exploration and production group headquartered in London with activities in three principal regions viz the Caspian Region of the Former Soviet Union, West Africa and North Africa. BE was incorporated on January 14, 1998 as a limited
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company under the Companies Act, 1985 of England and Wales and its corporate office is situated at Kierran Cross, 11 Strand, London WC2N 5HR. BE shares are listed on the Official List of the UK Listing Authority and have been traded on the London Stock Exchange since December 2003 and on February 11, 2005, its market capitalization was Pounds 660 million. At close of business on February 11, 2005 the share price was 480p. BE’s last declared total proven and probable oil reserves as at April 2004 were 133 million barrels. Group oil production is approximately 20,000 bopd net. BE has producing oilfields in Turkmenistan, where the group operates a 1000 sq. km. onshore concession, and in Republic of Congo (Brazzaville). Registered Capital of BE is Rs. 48,702 lakhs (60,000,000 Pounds) and paid up share capital is Rs. 20,315 lakhs (25,028,000 Pounds). As per the consolidated audited accounts for the year ended December 31, 2003, Turnover and Retained Profit of BE were Rs. 38,194 lakhs (47,054,000 Pounds) and Rs. 12,787 lakhs (15,753,000 Pounds) respectively. Net Assets were Rs. 88,013 lakhs (108,430,000 Pounds) and total shareholders funds were Rs. 88,013 lakhs (108,430,000 Pounds). The Company registered EPS of 16.8 pence and Book Value of 80.3 pence . [Exchange Rate: 1 Pound = Rs. 81.17 as on December 31, 2003. Source: www. rbi.org.in]. For the purpose of determination of EPS and BV, ratios used are (a) EPS = Net Earnings / Weighted average number of issued Shares during the year and (b) BV = Shareholders Funds / Number of issued shares at year end. Burren Energy India Ltd [“BEIL”] Burren Energy India Limited [BEIL] was incorporated on December 22, 2004 as a private limited company under the Companies Act, 1985 of England and Wales and it is situated at Kierran Cross, 11 Strand, London WC2N 5HR. It is a wholly owned [100%] subsidiary of BE and it therefore belongs to BE group. BEIL, a private company limited by shares, is a new company formed for the purpose of this transaction and for holding any subsequent Burren investments in India. Share capital of the company is 1000 Pounds [Rs. 81,170 ] divided into 1000 shares of £ 1 each. [Exchange Rate: 1Pound = Rs. 81.17 as on December 31, 2003 . Issued Share Capital of the company is 2 shares of 1 Pound each (both held by Burren Energy plc) and un issued share capital is 998 shares of 1 Pound each. Being a newly incorporated company BEIL has not produced financial accounts to date. Its shares are not listed on any Stock Exchange. Person Acting in Concert ie Unocal Bharat limited UBL is an existing shareholder of HOEC and holds 1,52,81,633 equity shares of Rs. 10/- each representing 26.01% of the total issued and paid up share capital of HOEC. It is, inter alia, a party to the SHA. Pursuant to the purchase by BEIL of shares owned by Unocal International Corporation in UBL, UBL has therefore now become a wholly owned subsidiary of BEIL. UBL is part of the BE Group. Authorised Share Capital of the Company is US$ 70,000,000 [Rs. 29743.00 lakhs] divided into 700,000 shares of US$ 100 each. Minimum share capital of the Company is US$ 12,000 [Rs. 5.10 lakhs] [Exchange Rate: 1 US$ = Rs. 42.49 as on December 31, 2004. Source: www.rbi.org.in]. Its shares are not listed on the Stock Exchanges. As per the financial accounts for the year ended December 31, 2004, UBL’s Gross Revenues and Net Income were Rs. 948.06 lakhs (US$ 2,231,253) and Rs. 864.74 lakhs (US$ 2,035,162) respectively. Total Assets were Rs. 8410.26 lakhs (US$ 19,793,507). The Company registered EPS of Rs 132.43 (US$ 3.12) and Book Value of Rs. 1,302.50 (US$ 30.65) . [Exchange Rate: 1US$ = Rs. 42.49 as on December 31, 2004. Source: www.rbi.org.com]. For the purpose of determination of EPS and BV, ratios used are (a) EPS = Net Income / Number of issued Shares and (b) BV = Total Equity / Number of issued shares.
BEIL is a wholly owned subsidiary of BE. UBL is a wholly owned subsidiary of BEIL. BEIL does not hold any shares in the paid up equity share capital of HOEC as on date of Public Announcement. 4. Information on Target Company : Hindustan Oil Exploration Company Limited [“HOEC”] Hindustan Oil Exploration Company Limited is a public limited company incorporated on September 22, 1983 under the Companies Act, 1956 and transferred its registered office from Maharashtra to Gujarat pursuant to certificate of registration dated June 11, 1996 issued by the Registrar of Companies, Gujarat. Registered Office of the Company is situated at “HOEC House”, Tandalja Road, Vadodara, 390020. HOEC was established by Late Shri H. T. Parekh. HOEC was the first private sector Company to enter into oil exploration, a highly capital intensive business. HOEC has been the first private sector Exploration and Production company set up to explore, develop and produce the Hydrocarbon resources within and outside India by integrating and optimizing the collective output of people and technology with respect to available resources. The Target Company currently has interests in 8 E&P projects including Cambay Basin, Cauvery Basin and Assam Arrakan Basin. As on the date of PA, issued share capital of HOEC is Rs. 58,77,79,100/- comprising of 5,87,77,910 Equity Shares of Rs. 10/- each whereas subscribed and paid up Equity Share Capital of HOEC is Rs. 58,74,49,350/- comprising of 5,87,44,935 Equity Shares of Rs. 10/- each. There are no partly paid up equity shares and no calls in arrears. Details of listing status are given in Para No. 2 above. As per the audited accounts for the year ended March 31, 2004,[previous year’s figures given in bracket] HOEC had a total income of Rs. 4964.69 lakhs (Rs. 5783.01 lakhs) and Net Profit for the year after tax of Rs. 2212.14 lakhs (Rs. 1160.78 lakhs). Paid up Equity Share Capital was Rs. 5876.09 lakhs (Rs. 5876.09 lakhs) and Reserves and Surplus Rs. 13982.80 lakhs (Rs. 12433.36 lakhs). Paid up capital includes amount paid up on shares forfeited of Rs. 1.60 lakhs as on December 31, 2004 and 2003. Further, as on March 31, 2004, the Company had in its books, Net Fixed Assets of Rs. 8026.96 lakhs (Rs. 5419.05 lakhs), Investments of Rs. 1843.00 lakhs (Rs. 358.13 lakhs), deferred tax assets of Rs. 1214.31 lakhs (Rs.994.76 lakhs), Net Current Assets of Rs. 8763.90 lakhs (Rs. 11521.85 lakhs) and Miscellaneous Expenditure of Rs. 10.71 lakhs (Rs. 15.67 lakhs). The Company registered RONW of 11.14% (6.34%), EPS of Rs. 3.77 (Rs. 1.98) and Book Value of Rs. 33.81 (Rs. 31.17). For the purpose of determination of RONW, EPS and BV, ratios used are (a) RONW = Profit After Tax / Networth * 100, (b) EPS = Profit After Tax / Number of Shares and (c) BV = Networth / Number of shares. As on February 14, 2005, the board of directors of HOEC comprises six directors viz Mr. R Vasudevan [Chairman], Mr. Deepak S Parekh, Mr. Vimal Bhandari, Mr. Rakesh Jain [Managing Director], Mr. Atul Gupta and Mr. Finian O Sullivan. 5. Reasons for the acquisition, rationale for the offer and future plans In view of the requirements of the SEBI Takeover Regulations and Regulation 10 thereof, pursuant to the acquisition of Unocal International Corporation’s shares in UBL by BEIL, BEIL is making this mandatory open offer.
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BEIL believes that there exists significant opportunity in India for the exploration and production of oil and gas to satisfy the country’s growing energy demands and has for some time been studying potential investment opportunities. Acquisition of HOEC would be strategically advantageous to BEIL in achieving its objective. BEIL believes that HOEC has attractive prospects in the medium term in light of its planned developments in the offshore Cauvery basin and elsewhere in India. It has therefore entered into SPAs described in Para No. 1 and will be seeking to contribute to the future development of the Target Company through board representation, secondment of personnel and certain technical consultancy arrangements and intends to work closely with the Target Company’s management in furtherance of its strategic objectives. The Acquirer Company and PAC do not have any plans to dispose of or otherwise encumber any significant assets of HOEC in the next two years in the ordinary course of business of HOEC. Acquirer Company and PAC undertake that they shall not sell or dispose of or otherwise encumber any substantial assets of HOEC in the next two years except with the prior approval of the shareholders of the Target Company and in accordance with and subject to the applicable laws, permissions and consents, if any. BEIL/UBL are prepared to subscribe for additional equity share capital in HOEC to enable it to fund its development needs. 6. Statutory Approvals & Conditions of the Offer The Offer is subject to receipt of the following statutory and regulatory approvals, and clearances: Pursuant to AP (Dir Series) Circular No. 16 dated October 4, 2004, approval is required from Foreign Investment Promotion Board (“FIPB”) / Secretariat of Industrial Assistance (“SIA”) / any other appropriate authority of the Government of India (“GOI”), if any, by the Acquirer Company for acquisition / transfer of equity shares that are tendered in the open offer by resident Shareholders ie individuals and institutions, Overseas Corporate Bodies, FIIs etc and for acquisition of shares covered in the Conditional SPA 2 and and Conditional SPA 3. Acquirer Company will make requisite application to FIPB seeking their approval in this regard. Presently, the Acquirer Company has opened a cash escrow account abroad and as per RBI requirements and rules, as soon as application is filed with FIPB / SIA / GOI or as soon as approval is received from FIPB / SIA / GOI, necessary application will be filed with the Regional Office of Reserve Bank of India [RBI] for their requisite permission to open and fund the cash escrow account in India / transfer of funds from the aforesaid offshore escrow account in terms of the provisions of SEBI Takeover Regulations. Acquirer Company will approach RBI for their requisite permission to open a Special Account in India for the purpose of releasing payment of purchase consideration to eligible shareholders, as per RBI requirements and rules, simultaneously with application for the aforesaid permission to open and fund cash escrow account or after the closure of the Open Offer in terms of the provisions of SEBI Takeover Regulations. In case of delay in receipt of statutory approvals as explained above beyond Wednesday, May 11, 2005 SEBI has power to grant extension of time to Acquirer Company for payment of purchase consideration to eligible shareholders, subject to Acquirer Company agreeing to pay interest at the rate of 10% pa or as directed by SEBI, for the delayed period in terms of Regulation 22(12) of the Regulations. If the delay occurs due to willful default of the Acquirer Company in obtaining requisite approvals, Regulation 22(13) of the Regulations will become applicable.
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Acquirer Company does not require any approvals from banks / financial institutions for the offer. As on date no other statutory / other approvals other than those indicated above are required for the Offer. If any other statutory approvals become applicable, Indian and / or non Indian regulatory approvals, the offer would be subject to such approvals. Acquirer Company will have a right, in terms of Regulation 27 (1)(b) of SEBI Takeover Regulations, not to proceed with the offer in the event that statutory approvals indicated above are not received / refused. 7. Delisting Provision Pursuant to the Open Offer, BEIL and UBL taken together would not be obliged to increase their shareholding above 46.01% of the shares of HOEC if there is a full response to the mandatory Open Offer. The minimum public shareholding required for continuous listing in relation to HOEC was twenty (20) percent of the total issued equity share capital of HOEC. Pursuant to this Open Offer, there will be no violation of Clause 40A of the Listing Agreement of HOEC with the Stock Exchanges and HOEC’s shares will continue to be listed. 8. Funding Arrangement The total funds required for the acquisition of 1,17,48,990 Equity Shares of HOEC in the Open Offer assuming full acceptance at Rs. 92.41 per Equity share amount to Rs. 1,08,57,24,165/-. Acquirer Company and PAC have adequate resources to meet the financial requirements of the Offer and sources of funds shall be existing cash resources of BEIL / UBL. Acquirer Company has opened an offshore cash escrow account with Natexis Banques Populaires, a Company incorporated under French law, having its Head Office at 45, rue Saint Dominique, 75007 Paris, France (hereinafter referred to as “Natexis”) under the name and style of “Burren Energy India – Hindustan Oil Exploration Company Ltd - Open Offer Escrow Account (BEIL - HOEC -Open Offer Escrow Account)” bearing No. 3K249538000 and deposited US$ 19000000 equivalent to Rs. 83,06,80,000 [Rupees Eighty Three Crores Six Lakhs Eighty Thousand only], at an exchange rate of Rs. 43.72 per US$ [Exchange Rate as on February 14, 2005] and 3500000 Pounds equivalent to Rs. 28,70,70,000 [Rupees Twenty Eight Crores Seventy Lakhs Seventy Thousand only] at an exchange rate of Rs. 82.02 per Pound [Exchange Rate as on February 14, 2005] aggregating to equivalent of Rs. 111,77,50,000/- [Rupees One Hundred Eleven Crores Seventy Seven Lakhs Fifty Thousand only] being more than 100% of the total purchase consideration payable under the Offer assuming full acceptance at the aforesaid offer price. Acquirer Company has confirmed that the funds lying in the above mentioned offshore cash escrow account will be utilized exclusively for the purpose of the Open Offer. Further, Natexis has marked a lien on funds lying in the aforesaid cash escrow account in favour of the Managers to the Offer. As soon as requisite approval is obtained from RBI for opening and operating an escrow account in India, Acquirer Company will open a cash escrow account with a scheduled commercial bank in India as per the provisions of SEBI Takeover Regulations and upon the instructions of the managers to the Offer, transfer the funds lying in the above mentioned offshore cash escrow account to the said domestic cash escrow account and Managers to the Offer will be duly authorised to operate the domestic cash escrow account in compliance with Regulation 28 of SEBI Takeover Regulations. Acquirer Company has undertaken to mark a lien thereon in favour of the Managers to the Offer.
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In view of aforesaid offshore cash escrow deposit which constitutes 100% of the total purchase consideration payable under the Offer, the Managers to the Offer are satisfied that firm arrangements for financial resources required to implement the offer i.e. funds and money for payment through verifiable means are in place to fulfill the Offer obligations and are satisfied that Acquirer Company and PAC have the ability to implement the Offer in accordance with the Regulations. In the event of any short fall in the cash escrow amount arising on account of exchange rate fluctuations, the Acquirer Company has undertaken to provide additional funds to ensure that the escrow account has adequate funds to the extent of 100% of the total purchase consideration payable under the Offer at all times, to discharge its / their offer obligations irrespective of fluctuations in the exchange rate. 9. Other Terms of the Offer The Letter of Offer (“LOF”) with Form of Acceptance cum Acknowledgement (“Acceptance Form”) will be mailed to the shareholders of HOEC [except parties to SPA 1, Conditional SPA 2 and Conditional SPA 3 ie Acquirer Company and Sellers 1, 2 and 3] whose names appear on the Register of Members of HOEC and beneficial owners of the equity shares of HOEC, whose names appear as beneficiaries on the records of the respective Depositories ie NSDL and CDSL, at the close of business hours on Wednesday, February 16, 2005 (“Specified Date”). Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai 400078 are acting as the Registrars to the Offer (“Registrars”) and they have opened a special depository account under the name and style of “Intime - BEIL HOEC Escrow Demat A/c ” with Infrastructure Leasing & Financial Services Ltd [IL&FS], IL&FS House, Plot No. 14, Raheja Vihar, Chandivali, Andheri East, Mumbai 400072 who is acting as Depository Participant and registered with CDSL. DP ID is 14800 and Client ID is 1601480000035671. ISIN Number is INE 345A01011. Shareholders having their depository account with a Depository Participant who is registered with NSDL have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account opened by Intime Spectrum Registry Limited with IL&FS who is registered with CDSL. Beneficiary owners (holders of shares in dematerialised Form) who wish to tender their shares will be required to send their Acceptance Form along with a photocopy of the delivery instruction slip in “off-market” mode or counterfoil of the delivery instruction slip in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”) in favour of the Special Depository account, to the Registrars in accordance with the instructions to be specified in the LOF. Shareholders holding equity shares in physical form and who wish to tender their shares will be required to send the Acceptance Form, original share certificate/s and transfer deed/s, duly signed, to the Registrars on or before the closure of the Offer in accordance with the instructions to be specified in the LOF. The equity shareholders of HOEC who wish to avail of the Offer will be required to deliver the Acceptance Form with relevant documents to the Registrars on all days (excluding holidays and Sundays) at the collection centres mentioned below, in accordance with the instructions to be specified in the LOF and in the Acceptance Form.
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The collection centre / centres mentioned below would remain open on Monday to Friday from 10.00 am to 1.00 pm and from 2.00 pm to 4.00 pm and on Saturdays from 10.00 am to 1.00 pm. Address of the Collection Centres
Hand Delivery Tel No: 0265 2332474 / 2312489 Fax No: 0265 2332474 Email ID: [email protected]
Intime Spectrum Registry Ltd 3rd Floor A-31, Naraina Indl Area Phase I New Delhi PIN 110 028
Mr. Sanjiv Kapoor
Hand Delivery Tel No: 91 11 51410592 /3 / 4 Fax No: 91 11 51410591 Emil ID: [email protected]
Intime Spectrum Registry Ltd 1/17 Prince Gulam Mohammad Road Kolkata 700 026
Mr. S.P. Guha Hand Delivery Tel No: 91 33 4645145 Fax No: 91 33 4645145 Email ID: [email protected]
All owners (registered or unregistered) of shares of HOEC [except parties to SPA 1, Conditional SPA 2 and Conditional SPA 3 ie Acquirer Company and Sellers 1, 2 and 3] who own / hold shares of HOEC at any time before the closure of the Open Offer are eligible to participate in the Offer. Unregistered owners can send their written applications to the Registrars, on a plain paper stating (a) the name, address, No of shares held, No. of shares offered, distinctive Nos and folio No together with the original share certificate/s and valid transfer deeds in the case of equity shares held in physical form or (b) DP name, DP ID and client ID (collectively called “Shareholding Details”) together with photocopy or counterfoil of the delivery instruction slip in “off-market” mode in the case of equity shares held in dematerialised form and (c) the original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.
In case of non-receipt of LOF, the eligible persons / shareholders may send their consent to the Registrars, on a plain paper giving their Shareholding Details as above and submitting the documents as mentioned above so as to reach the Registrars on or before the closure of the Offer. Beneficial owners may send their written application on plain paper to the Registrars, giving their Shareholding Details as above along with beneficiary account number and either a photocopy or counterfoil of the delivery instruction in “off-market” mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrars, on or before closure of the Offer. Such shareholders may also obtain a copy of Letter of Offer by writing to Registrars to the Offer superscribing the envelope “HOEC Open Offer”. Equity shares of HOEC are traded compulsorily in dematerialised mode and the minimum marketable lot is one share. Equity shares, if any, that are the subject matter of litigation wherein the shareholder/s is / are may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/orders from competent authority regarding these shares are not received together with the shares tendered under the Offer. The LOF in such cases, would be forwarded to the concerned competent authority for further action at their end. In case the shares of HOEC are in the name of tainted persons or the transfer of shares were kept in abeyance due to the inclusion of the tainted persons as declared by the Special Custodian under the Special Act, such shares will not be accepted until the shares are cleared by the Special Court appointed for this purpose. Shareholders who have sent their shares for dematerialisation need to ensure that the process of getting shares dematerialised is completed well in time so that the credit in the Special Depository Account should be received on or before the date of closure of the Offer, else the application would be rejected. Shareholders who have lodged shares for transfer may either download the Letter of Offer and Acceptance Form from the SEBI's site (www.sebi.gov.in) or request for the Acceptance Form from the Registrars to the Offer. Acceptance Form duly completed and signed in accordance with the instructions contained therein or an application in writing on a plain paper stating the name, address, number of shares held, number of shares offered, distinctive numbers and folio number shall be sent to Registrars to the Offer along with the acknowledgement if any, received from HOEC for having lodged the shares for transfer. Shareholders who are attaching the acknowledgement are requested to direct HOEC in writing to retain the share certificates for onward submission to the Registrars to the Offer. The Registrars to the Offer will hold, in trust, the share certificates, shares lying to the credit of the Special Depository account, Acceptance Form, if any and the transfer form/s on behalf of the shareholders of HOEC who have accepted the Offer, till the cheques / drafts for the consideration and / or the unaccepted shares/ share certificates are dispatched/returned. In accordance with Regulation No. 22(5A) of the Regulations, shareholders who have tendered the requisite documents in terms of the PA and Letter of Offer shall have the option to withdraw acceptances tendered upto three working days prior to the Offer closing date. The withdrawal option can be exercised by submitting the documents as per the instructions given below so as to reach the Registrars to the Offer at the collection centre/ centres mentioned above as per the mode of delivery indicated therein on or before Saturday, April 23, 2005.
The withdrawal option can be exercised on submitting (a) the form of withdrawal which will be sent to shareholders along with the Letter of Offer and (b) the copy of the acknowledgement received from the Registrars to the Offer while tendering the acceptances together with (a) In respect of physical shares name, address, distinctive numbers, folio number, and number of shares tendered and (b) In respect of dematerialized shares name, address, number of shares tendered, DP Name, DP ID, beneficiary account number ie client ID and photocopy of the delivery instruction in off market mode duly acknowledged by DP. In case of non-receipt of form of withdrawal, the above withdrawal application can be made on a plain paper. The consideration for shares accepted by Acquirer Company will be paid by crossed account payee cheques / demand drafts. Such payments and documents ie share certificates etc in case of unaccepted shares will be returned by Registered Post/ Speed post at the shareholders' / unregistered owners' sole risk. Consideration up to Rs.1500/- will be dispatched Under Certificate of Posting. Shares held in dematerialised form to the extent not accepted will be credited back to the account of beneficial owner specified in the Acceptance Form. The payment of consideration for the accepted shares will be made by Acquirer Company by cheque / demand draft to the shareholders of the accepted shares within 15 days from the date of closure of the Offer. A schedule of some of the major activities in respect of the Offer is given below:
Activities Days & Dates Specified Date * Wednesday - February 16, 2005 Last date for Competitive Bid Tuesday - March 08, 2005 Date by which letter of offer to be posted to shareholders
Thursday - March 31, 2005
Date of Opening of the Offer Friday - April 08, 2005 Last date for revising the Offer Price/ number of equity shares
Wednesday - April 13, 2005
Last date up to which shareholders may withdraw Saturday - April 23, 2005 Date of Closure of the Offer Wednesday - April 27, 2005 Date for communicating acceptance/rejection under the Offer and payment of consideration for applications accepted.
Wednesday - May 11, 2005
* Specified Date is only for the purpose of determining the names of shareholders as on such date to whom the letter of offer would be sent. While tendering shares under the open offer, non resident shareholders (NRI/OCB/FII etc) will be required to submit the previous RBI / GOI approvals, if any, which they would have obtained for acquiring the shares of HOEC and No Objection Certificate / Tax Clearance Certificate from the Income Tax Authorities under the Income Tax Act, 1961 indicating the rate at which the tax is required to be deducted by the Acquirer Company before remitting the consideration. In case previous approvals as explained above are not submitted, Acquirer Company reserves the right to reject the shares tendered in the open offer. In case the aforesaid No Objection Certificate / Tax Clearance Certificate is not submitted, Acquirer Company will deduct the tax at the current prevailing rates as applicable on the offer price and interest thereon if applicable. In case of resident shareholders, the Acquirer Company will deduct the tax on the interest component exceeding Rs.5,000/- at the current prevailing rates as applicable, if applicable. If the resident shareholder requires that no tax is to be deducted or tax is to be deducted at a lower rate
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than the prescribed rate, he will be required to submit No Objection Certificate from the Income Tax authorities or a self declaration in Form 15H as may be applicable indicating the rate at which tax is to be deducted by the Acquirer Company. Shareholders eligible to receive interest component exceeding Rs. 5,000/- would be required to give their PAN for Income Tax purposes. Clauses relating to payment of interest will become applicable only in the event of Acquirer Company becoming liable to pay interest for delay in release of purchase consideration. 10. General Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the PA/ Letter of Offer, can withdraw the same upto three working days prior to the date of closure of the Offer. If there is any upward revision in the Offer Price upto seven working days prior to Offer closure, the same would be informed by way of PA in the same newspapers where this PA appears and the revised price would be payable to all shareholders who have tendered their shares anytime during the Offer. The Acquirer Company, PAC, Sellers and the Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any other regulations made under the SEBI Act. Acquirer Company retains the option of acquiring shares of HOEC outside this Offer, subject to Regulations. If there is a competitive offer/ bid, (i) the public offers under all the subsisting bids shall close on the same day and (ii) As the Offer Price cannot be revised during 7 working days prior to the date of closing of the Offer/bids, it would therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final Offer Price of each offer/ bid and tender their acceptance accordingly. Pursuant to Regulation 13 of the Regulations, Acquirer Company has appointed IGCF, Mumbai as Managers to the Offer and IGCF does not hold any equity shares in the paid up equity share capital of HOEC. (a) Acquirer Company ie BEIL and (b) Directors of the BEIL and (c) Person Acting in Concert [PAC] ie UBL and (d) Directors of UBL accept full responsibility for the information contained in this PA and also for the obligations of Acquirer Company and PAC as laid down in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments made thereof. All financial data contained in this PA have been rounded off to the nearest lakhs except where stated otherwise. SEBI web site This Public Announcement is also available on SEBI's website at www.sebi.gov.in. Eligible persons to the Offer may also download a copy of the Letter of Offer and Acceptance Form which will be available on SEBI's website from the Offer opening date ie Friday, April 08, 2005 and send their acceptances by filling in the same.
For further details, please refer to the Letter of Offer and Acceptance Form. Registrars to the Offer LOGO Intime Spectrum Registry Ltd C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup West Mumbai 400078 Tel No: 91 22 5555 5454 Fax No: 91 22 5555 5353 Email: [email protected] SEBI Reg No: INR 00000 3761 Contact: Mr. Nikunj Daftary Issued on behalf of (a) Acquirer Company i.e. Burren Energy India Ltd, Kierran Cross, 11 Strand, London WC2N 5HR and (b) Person Acting in Concert [PAC] ie Unocal Bharat Ltd, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda. Issued by: Managers to the Offer LOGO Ind Global Corporate Finance Pvt. Ltd. [A Member of Ernst & Young Pvt Ltd] 19th Floor, Express Towers, Nariman Point, Mumbai 400 021 Tel No: 91 22 2282 5000 Fax No: 91 22 2282 6000 Email ID: [email protected] SEBI Reg No: MB / INM 0000 10700 Contact : Dhanraj N Uchil Place: Mumbai Date: February 15, 2005
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