Sub. Submission of the Letter of Offer ("Letter of Offer") pertaining to the
LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is being sent to you, being an Eligible Shareholder of K.P.R. Mill Limited (the "Company") as on the Record Date in accordance with Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended ("Buyback Regulations"). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or the Manager to the Buyback Offer i.e. IDBI Capital Markets & Securities Limited or the Registrar to the Buyback Offer i.e. KFin Technologies Limited. Please refer to the section on "Definition of Key terms‟ for the definition of the capitalized terms used herein.
CASH OFFER FOR BUYBACK OF NOT EXCEEDING 22,36,000 (TWENTY TWO LAKH THIRTY SIX THOUSAND) FULLY PAID-UP EQUITY SHARES OF FACE VALUE ₹ 1 EACH, REPRESENTING 0.65% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, FROM ALL THE EXISTING SHAREHOLDERS/ BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE i.e. SATURDAY, FEBRUARY 19, 2022 ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" PROCESS AT A PRICE OF ₹ 805 (RUPEES EIGHT HUNDRED FIVE ONLY) PER EQUITY SHARE FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING ₹ 1,79,99,80,000 (RUPEES ONE HUNDRED SEVENTY NINE CRORE NINETY NINE LAKH EIGHTY THOUSAND ONLY) EXCLUDING TRANSACTION COSTS
The Buyback is in accordance with the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013, as amended, the Companies (Share Capital and Debentures) Rules, 2014, as amended to the extent applicable and in accordance with Article 16 of the Articles of Association of the Company and in accordance with Regulation 4(iv)(a) and other applicable provisions contained in the Buyback Regulations and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory, regulatory or governmental authorities under applicable laws including but not limited to SEBI, theStock Exchanges and Reserve Bank of India etc.
The Buyback Offer Size which is not exceeding ₹ 1,79,99,80,000 (Rupees One Hundred Seventy Nine Crore Ninety Nine Lakh Eighty Thousand only) represents 9.53% and 7.73% of the aggregate of the fully paid-up equity share capital and free reserves as per the audited standalone and consolidated financial statements respectively of the Company for the financial year ended March 31, 2021 (i.e. the last audited financial statements available as on the date of the Board Meeting approving the Buyback) and is within the statutory limit of 10% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest standalone and consolidated audited financial statements respectively of the Company for the financial year ended March 31, 2021.
The Letter of Offer is sent to the Eligible Shareholders as on the Record Date i.e. Saturday, February 19, 2022.
The procedure for acceptance is set out in paragraph 20 (Procedure for Tender Offer and Settlement) on page 39 of this Letter of Offer. The Tender Form is enclosed together with this Letter of Offer.
For mode of payment of cash consideration to the Eligible Shareholders, please refer to paragraph 20.30 (Method of Settlement) on page 45 of this Letter of Offer.
A copy of the Public Announcement, the Draft Letter of Offer and this Letter of Offer (including Tender Form) shall be available on the website of SEBI -http://www.sebi.gov.inand the website of the Company- www.kprmilllimited.com
Eligible Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) on page 34 of this Letter of Offer and paragraph 21 (Note on Taxation) on page 48 of this Letter of Offer before tendering their Equity Shares in the Buyback.
BUYBACK OPENS ON: FRIDAY, MARCH 25, 2022
BUYBACK CLOSES ON: THURSDAY, APRIL 07, 2022
(LAST DATE/TIME OF RECEIPT OF COMPLETED APPLICATION FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR: SATURDAY, APRIL 09, 2022, BY 5.00 P.M.
MANAGER TO THE BUYBACK OFFER
REGISTRAR TO THE BUYBACK OFFER
IDBI CAPITAL MARKETS & SECURITIES LIMITED
KFIN TECHNOLOGIES LIMITED
(Formerly known as "KFin Technologies Private Limited")
DETAILS OF INVESTOR SERVICE CENTRES .......................................................................
55
28.
MANAGER TO THE BUYBACK OFFER ...................................................................................
55
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE
INFORMATION IN THE LETTER OF OFFER .........................................................................
55
2
1. SCHEDULE OF THE ACTIVITIES FOR THE BUYBACK OFFER
Activity
Date
Day
Date of Board Meeting approving the proposal of the Buyback
February 07, 2022
Monday
Date of Public Announcement for Buyback
February 07, 2022
Monday
Date of publication of the Public Announcement for the Buyback
February 09, 2022
Wednesday
Record Date for determining the Buyback Entitlement and the
February 19, 2022
Saturday
names of Eligible Shareholders
Date of Opening of the Buyback Offer
March 25, 2022
Friday
Date of Closing of the Buyback Offer
April 07, 2022
Thursday
Last date of receipt of the completed Tender Forms and other
specified including physical Equity Share certificates by the
April 09, 2022
Saturday
Registrar
Last date of verification of Tender Forms by the Registrar
April 13, 2022
Wednesday
Last date of intimation regarding acceptance / non- acceptance of
April 18, 2022
Monday
tendered Equity Shares by the Registrar
Last date of settlement of bids on the Stock Exchange
April 19, 2022
Tuesday
Last date of dispatch of share certificate(s) by RTA/ payment to
shareholders/ return of unaccepted demat shares by Stock
April 19, 2022
Tuesday
Exchanges to Shareholder Broker/ Eligible Shareholders
Last date of extinguishment of Equity Shares
April 26, 2022
Tuesday
Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.
2. DEFINITION OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the Buyback Regulations, the Companies Act, 2013, the Depositories Act, and the rules and regulations made thereunder.
Term
Description
Acceptance
Acceptance of fully paid-up Equity Shares, tendered by Eligible Shareholders
in the Buyback Offer
Act / Companies Act
The Companies Act, 2013 as amended from time to time and the rules and
regulations made thereunder and to the extent applicable.
Acquisition Window
The facility for acquisition of Equity Shares through mechanism provided by
the Designated Stock Exchange in the form of a separate window in
accordance with the SEBI Circulars
Additional
Shares
/
Equity Shares tendered by Eligible Shareholders over and above their
Additional Equity Shares
respective Buy-back Entitlement and such that total number of Equity Shares
tendered does not exceed the Equity Shares held on the Record Date by such
Eligible Shareholders
Articles/ AOA
Articles of Association of the Company
Board Meeting
Meeting of the Board of Directors held on February 07, 2022 approving the
proposal for the Buyback Offer
Board/ Board
of Directors/
Board of directors of the Company (which term shall, unless repugnant to the
Director(s)
context or meaning thereof, be deemed to include a duly authorized
"Committee‟ thereof)
BSE
BSE Limited
Buyback/
Buyback
Buyback of not exceeding 22,36,000 (Twenty Two Lakh Thirty Six Thousand)
Offer/Offer/ Buyback
Offer
Equity Shares at a price of ₹ 805/- (Rupees Eight Hundred Five only) per
Size
Equity Share for an aggregate consideration not exceeding ₹ 1,79,99,80,000/-
(Rupees One Hundred Seventy Nine Crore Ninety Nine Lakh Eighty Thousand
only), on a proportionate basis, from the Eligible Shareholders, as on Record
Date by way of a tender offer through the stock exchange mechanism in terms
of the Buyback Regulations read with SEBI Circulars.
Buyback Closing Date
Thursday, April 07, 2022
Buyback
Committee/
The Buyback Committee of the Board constituted and authorized for the
3
Term
Description
Committee
purposes of the Buyback by way of a resolution of the Board dated
February 07, 2022.
Buyback Entitlement
The number of Equity Shares that an Eligible Shareholder is entitled to tender
in the Buyback Offer, based on the number of Equity Shares held by such
Eligible Shareholder on the Record Date and the ratio/percentage of Buyback
applicable in the category to which such Eligible Shareholder belongs
Buyback Opening Date
Friday, March 25, 2022
Buyback Regulations
Securities and Exchange Board of India (Buy-Back of Securities) Regulations,
2018 as amended from time to time
CDSL
Central Depository Services (India) Limited
CIN
Corporate Identification Number
Clearing Corporation / ICCL
Indian Clearing Corporation Limited
Company/K.P.R. Mill/ "we"
K.P.R. Mill Limited, unless the context states otherwise
Companies Act, 1956
The Companies Act, 1956, as amended (to the extent applicable)
Companies Act, 2013
The Companies Act, 2013, as amended
Company‟s Broker
IDBI Capital Markets & Securities Limited
Demat Share(s)
Equity Share(s) of the Company in dematerialised form
Depositories
Collectively, NSDL and CDSL
Designated Stock Exchange
The designated stock exchange for the Buyback being, BSE
DIN
Director Identification Number
Draft Letter of Offer/ Offer
The Draft Letter of Offer dated February 16, 2022 filed with SEBI through the
Document/ DLoF
Manager to the Buyback Offer, containing disclosures in relation to the
Buyback as specified in Schedule III of the Buyback Regulations
DP
Depository Participant
DTAA
Double Taxation Avoidance Agreement
Eligible Equity Shares
Eligible Equity Shares means the lower of:
(i) Total number of Equity Shares held by an Eligible Shareholder as on the
Record Date; or
(ii) Total number of Equity Shares tendered by an Eligible Shareholder.
Equity Shares/ Shares
Fully paid-up equity shares of face value ₹ 1 each of the Company
Equity
Shareholders/
Holders of the Equity Shares of the Company and includes beneficial owner(s)
Shareholders
thereof
Eligible Shareholder(s)
All shareholders / beneficial owner(s) of Equity Shares of the Company as on
Record Date i.e. Saturday, February 19, 2022.
Escrow Account
The escrow account titled "K.P.R. Mill Limited Escrow Account for Buy-back
of shares 2022" opened with the Escrow Agent in terms of the Escrow
Agreement
Escrow Agent
IDBI Bank Limited
Escrow Agreement
The escrow agreement dated February 28, 2022 to be entered into between the
Company, Escrow Agent and the IDBI Capital Markets & Securities Limited
FDI
Foreign Direct Investment
FEMA
Foreign Exchange Management Act, 1999, as amended
FII(s)
Foreign Institutional Investor(s)
FPI(s)
Foreign Portfolio Investor(s)
Form / Tender Form
Form of Acceptance-cum-Acknowledgement to be filled in by the Eligible
Shareholders to participate in the Buyback
Financial Year/Fiscal/FY
Period of 12 months ended March 31 of that particular year
FVCI
Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000) registered with the SEBI
GoI
Government of India
HUF
Hindu Undivided Family
Income Tax Act
The Income Tax Act, 1961, as amended
IND AS
Indian Accounting Standards
Letter of Offer
This Letter of Offer dated March 15, 2022 to be filed with SEBI containing
disclosures in relation to the Buyback as specified in the Buyback Regulations,
including comments received from SEBI on the Draft Letter of Offer
LTCG
Long-term Capital Gains
Ltd.
Limited
Manager /
Manager to the
IDBI Capital Markets & Securities Limited
4
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K.P.R. Mill Limited published this content on 16 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2022 09:47:06 UTC.
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