7th September, 2022 | |
To, | |
Listing Department, | Listing Department, |
The National Stock Exchange of India Ltd., | BSE Ltd., |
"Exchange Plaza", | Phiroz Jeejeebhoy Towers, |
Bandra Kurla Complex, Bandra (East), | Dalal Street |
Mumbai - 400051 | Mumbai-400 001 |
Scrip Symbol: TCIDEVELOP | Scrip Code: 533393 |
Dear Sir/Madam,
Subject: Submission of Letter of Offer by TCI Developers Limited ("Company") in accordance with the provisions under the SEBI (Delisting of Equity Shares) Regulations, 2021 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
We would like to inform you that TDL Real Estate Holdings Limited ("Acquirer") one of the promoter group members of the Company, had expressed the intention through Initial Public Announcement made on June 8, 2022 to voluntarily delist the Equity Shares from National Stock Exchange of India Limited ("NSE") and BSE Ltd. ("BSE") (BSE & NSE collectively referred as the "Stock Exchanges"), the stock exchanges where the Equity Shares of the Company are presently listed, by making a delisting offer to acquire all Equity Shares that are held by the public shareholders of the Company (as defined under the SEBI Delisting Regulations, to be referred to as ("Public Shareholders") in accordance with the SEBI Delisting Regulations ("Delisting Offer").
In this regard, this is to inform you that the confirmation is received from the Acquirer Promoter that it has completed the dispatch of Letter of Offer to all the public shareholders in terms of Regulation 16 of the SEBI Delisting Regulations, 2021 through e-mail, where e-mail IDs are registered with the Company/RTA and through Speed/Registered post to those shareholders, where e-mail IDs are not registered with the Company/RTA on 7th September, 2022. Please find enclosed a copy of Letter of Offer (including Bid Forms and Securities Transfer From) dispatched to Public Shareholders.
In terms of Regulation 16(3) of the SEBI Delisting Regulations, the Letter of Offer will also be made available on our website at www.tcidevelopers.com. Request you to disseminate the information on your website.
Thanking you,
Thanking you,
Yours faithfully,
For TCI Developers Limited
SALONI Digitally signed by SALONI GUPTA DN: c=IN, st=Uttar Pradesh, 2.5.4.20=d3d0f485a0eefd55b8475b87b0450277f c436330e5cd67033fb5096e7eeb0c95, postalCode=250001, street=Meerut, pseudonym=8a13ce245b306a65207742c18dfa4 2d7,
GUPTA serialNumber=b07ee2efdca0216234c77067fff7c 4c76599c8c2d2bf7b46bc06b4a70eda7b67, o=Personal, cn=SALONI GUPTA
Date: 2022.09.07 17:12:17 +05'30'
Saloni Gupta
Company Secretary & Compliance Officer
Encl: as above
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This letter of offer ("Letter of Offer") is being sent to you as a Public Shareholder (as defined below) of TCI Developers Limited (the "Company") as on the Specified Date (as defined below) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended from time to time ("SEBI Delisting Regulations"). In case you have recently sold your Offer Shares (as defined below) in the Company, please hand over this Letter of Offer and the accompanying documents to the member of the stock exchange through whom the sale was effected.
LETTER OF OFFER
for voluntary delisting of equity shares to the Public Shareholders of
TCI DEVELOPERS LIMITED ("Company")
Corporate Identification Number (CIN): L70102TG2008PLC059173
Registered Office: Flat No. 306-307,1-8-271 to 273, 3rd Floor, Ashoka Bhoopal Chambers, S. P. Road,
Secunderabad, Telangana, 500003;
Tel. No.: +91- 40-27840104;Fax. No.: +91- 40-27840163;Email id: secretarial@tcidevelopers.com;
Website:www.tcidevelopers.com; Contact Person: Ms. Saloni Gupta, Company Secretary & Compliance Officer;
From
TDL Real Estate Holdings Limited (the "Acquirer"),
Registered Office: DPT 625/626, DLF Prime Tower, Okhla Phase-1, New Delhi - 110020, India;
Tel. No.: +91 124 2381603 - 607; Fax. No.: +91 124 2381611; Email id: rc.pahuja@tcil.com;
The Acquirer is making this delisting offer to the Public Shareholders of the Company ("Delisting Offer") pursuant to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended from time to time ("SEBI Delisting Regulations"), and are inviting the Public Shareholders to tender their fully paid-up equity shares of face value Rs. 10/- each of TCI Developers Limited ("Equity Shares") in accordance with the reverse book building process prescribed under the Delisting Regulations.
Floor Price: Rs. 358.22/- Per Equity Share
Indicative Price: Rs. 400/- Per Equity Share
Bid Opening Date: Wednesday, September 14, 2022 and Bid Closing Date: Tuesday, September 20, 2022
Notes
- If you wish to tender your Equity Shares to the Acquirer, pursuant to this Letter of Offer you should carefully read this Letter of Offer and the instructions herein; and
- Complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Letter of Offer, which is enclosed at the end of this booklet.
- The Offer will be implemented by the Acquirer through the stock exchange mechanism, as provided under the SEBI Delisting Regulations and SEBI circulars bearing reference numbers 'CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015', 'CFD/DCR2/CIR/P/2016/131 dated December 9, 2016' and 'SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021' issued by Securities and Exchange Board of India, as amended from time to time ("SEBI Circulars") and "Operational Guidelines for Offer to Buy (OTB) Window" issued by BSE Limited ("BSE"), to facilitate tendering of the Equity Shares by the Public Shareholders (defined below) and settlement of the same through the stock exchange mechanism.
- For purposes of this Delisting Offer, the Acquirer have appointed Choice Equity Broking Private Limited as the registered broker "Buyer Broker" (defined below).
- Detailed "Procedure for Tendering and Settlement" & "Method of Settlement", for shares held in both demat and physical forms are set out in Paragraph 16 and 17 of this Letter of Offer below.
MANAGER TO THE DELISTING OFFER | REGISTRAR TO THE DELISTING OFFER |
SAFFRON CAPITAL ADVISORS PRIVATE LIMITED | KFIN TECHNOLOGIES LIMITED |
605, 6th floor, Centre Point, Andheri Kurla Road, J.B. Nagar, | Selenium Tower - B, Plot 31 & 32, Gachibowli, Financial District, |
Andheri (East) Mumbai - 400 059, Maharashtra, India. | Nanakramguda, Serilingampally, Hyderabad 500 032, |
Telephone: +91 22 4973 0394 | Telangana, India. |
Facsimile: NA | Telephone: +91 40 6716 2222/ / +91 40 7961 1000 |
E-mail: delistings@saffronadvisor.com | Fax: +91 40-23001153;Toll Free No: 1-800-3094-001 |
Website: www.saffronadvisor.com | Email: tci.delistingoffer@kfintech.com |
Investor grievance: investorgrievance@saffronadvisor.com | Investor Grievance Email: einward.ris@kfintech.com |
SEBI Registration Number: INM 000011211 | Website: www.kfintech.com |
Validity of Registration: Permanent | Contact Person: Mr. Murali Krishna M |
Contact Person: Amit Wagle/Gaurav Khandelwal | SEBI Registration Number: INR000000221 |
SCHEDULE OF ACTIVITIES
The proposed time table for the Delisting Offer is as follows:
Activity | Date | Day |
Initial Public Announcement | June 08, 2022 | Wednesday |
Resolution for approval of the Delisting Proposal passed by the board of | June 13, 2022 | Monday |
directors the Company | ||
Resolution for approval of the Delisting Proposal passed by the | July 23, 2022 | Saturday |
Shareholders the Company | ||
Date of receipt of the BSE& NSE in-principle approval | September 02, 2022 | Friday |
Specified Date for determining the names of the Public Shareholders to | September 02, 2022 | Friday |
whom the Letter of Offer is sent* | ||
Date of publication of Detailed Public Announcement | September 05, 2022 | Monday |
Last date of dispatch of the Letter of Offer to the Public Shareholders as | September 07, 2022 | Wednesday |
on Specified Date** | ||
Last date of Publication of recommendation by Independent Directors of | September 12, 2022 | Monday |
the Company** | ||
Bid Opening Date (bid starts at market hours) | September 14, 2022 | Wednesday |
Last date for revision (upwards) or withdrawal of Bids | September 19, 2022 | Monday |
Bid Closing Date ((bid closes at market hours - up to 3:30 pm) | September 20, 2022 | Tuesday |
Last date for announcement of counter offer | September 22, 2022 | Thursday |
Last date of announcement of the Discovered Price or the Exit Price | September 22, 2022 | Thursday |
and the Acquirer Acceptance or Non-acceptance of the Discovered | ||
Price or the Exit Price **# | ||
Proposed date for payment of consideration if Exit Price is more than | September 22, 2022 | Thursday |
the Floor Price but equal to or less than the Indicative Price # | ||
Proposed date for payment of consideration if Exit Price is higher than | September 29, 2022 | Thursday |
the Indicative Price# | ||
Last date for return of the Equity Shares to the Public Shareholders in | September 22, 2022 | Thursday |
case of Bids not being accepted / failure of the Delisting Offer |
- The Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to whom the Letter of Offer will be sent. However, all Public Shareholders of the Company are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date.
** Such activity may be completed on or before the last date
# Subject to acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer Note: - Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.
- All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed schedule, if any, will be notified to the Public Shareholders by way of corrigendum in all the newspapers in which the Detailed Public Announcement has been published.
RISK FACTORS
The risk factors set out below do not relate to the present or future business operations of the Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Public Shareholder in the Delisting Offer. Each Public Shareholder of the company is hereby advised to consult with legal, financial, tax, investment or other independent advisers and consultants for advice on the further risks with respect to each such Public Shareholder's participation in the Delisting Offer and related sale and transfer of Offer Shares of the Company to the Acquirer.
Risk factors relating to the Delisting Offer and the probable risks involved in associating with the Acquirer:
- The Acquirer, Promoter Group and persons acting in concert of the Company make no assurance with respect to the future financial performance of the Company.
- The Delisting Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer for reasons beyond the control of the Acquirer and the Company. Consequently, the payment of consideration to the Public Shareholders whose Offer Shares are accepted under this Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer by the Acquirer may get delayed.
- The Acquirer, the Promoter Group and persons acting in concert of the Company and the Manager to the Delisting Offer accept no responsibility for statements made otherwise than in this Letter of Offer or in the Public Announcement or in advertisements or other materials issued by, or at the request of the Acquirer, Promoter Group and persons acting in concert of the Company or the Manager to the Offer, and anyone placing reliance on any other source of information, would be doing so at his/her/their own risk.
- This Delisting Offer is subject to completion risks as would be applicable to similar transactions.
-3-
TABLE OF CONTENTS
Sr. No. | Particulars | Page No. |
1. | Key Definitions | 05 |
2. | Background of the Delisting Offer | 08 |
3. | Necessity and Objectives of the Delisting Offer | 11 |
4. | Background of the Acquirer | 12 |
5. | Background of the Company | 14 |
6. | Stock Exchange from which the equity shares are sought to be delisted | 17 |
7. | Manager to the Offer | 17 |
8. | Registrar to the Offer | 17 |
9. | Stock Broker of the Acquirer | 18 |
10. | Stock Exchange Data Regarding the Company | 18 |
11. | Determination of the Floor Price and Indicative Price | 19 |
12. | Determination of Discovered Price and Exit Price | 20 |
13. | Minimum acceptance and success conditions to the Delisting Offer | 22 |
14. | Acquisition Window facility | 22 |
15. | Dates of opening and closing of Bid Period | 23 |
16. | Procedure for tendering and settlement | 23 |
17. | Method of settlement | 27 |
18. | Period for which the Delisting Offer shall be valid | 28 |
19. | Details of Escrow Account | 29 |
20. | Proposed Schedule for the Delisting Offer | 30 |
21. | Statutory approvals | 31 |
22. | Notes on taxation | 31 |
23. | Certification by the Board of Directors of the Company | 32 |
24. | Compliance Officer of the Company | 32 |
25. | Documents for Inspection | 33 |
26. | General Disclaimer | 33 |
Enclosures | ||
27. | - Bid cum acceptance forms | |
-Bid revision/ withdrawal forms | ||
-Form No. SH-4 - Securities Transfer Form |
-4-
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TCI Developers Ltd. published this content on 07 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 September 2022 12:59:08 UTC.