Sebi Asks BISL Acquirer To Make Public Offer

Mumbai, October 28: | Updated: Oct 29 2002, 05:30am hrs
The Securities and Exchange Board of India (Sebi) has asked Contact Consultancy, which is the acquirer of BSEL Information Systems Ltd (BISL), to make a public announcement for the minority shareholders of BISL, and pay interest to them at the rate of 15 per cent per annum, for loss caused from August 1, 1997 till the date of actual payment of consideration to those shareholders who tender their shares in the offer.

Sebi has fixed April 1, 1997 as the reference date to arrive at the offer price to be offered to shareholders. It has also directed the acquirers to complete the formality of the open offer within 45 days from the date of order, which was issued on October 23, 2002.

Sebi carried out an investigation into the possible violations of the Sebi (Substantial Acquisition of Shares and Takeovers) Regulations (1997) in the matter of acquisition of shares of BISL by a group of related entities during 1997.

The Sebi investigation revealed that Contact Consultancy Services Pvt Ltd, along with Total Network Solution Ltd, Black More Investment & Trading Co. Pvt Ltd, Pravara Commercial Pvt Ltd, Relaxed Packagers Pvt Ltd, Poornima Commercial Pvt Ltd, Consistent Packagers Pvt Ltd, Pleasant Packaging Co Pvt Ltd, Sentosa Investment and Trading Co Pvt Ltd, Timber Hill Engineers Pvt Ltd and Beachcraft Investment and Trading Co Pvt Ltd (who were persons acting in concert (PAC)) acquired 31.56 per cent shares of BISL on April 1, 1997. The shareholding of the acquirer and the PACs increased from 30.04 per cent (pre-acquisition) to 61.60 per cent (post acquisition) in BISL beyond the permissible limit of two per cent as provided in the regulations.

The hike in the holding was thereby violating the provisions of Regulation 11 and by failing to make a public announcement, which was to be made within four working days of April 1 (1997), violated the provisions of Regulation 14(1) of the said Regulations. The acquirer has admitted to have violated the above provisions of the Takeover Regulations, Sebi said in its order.