October 29, 1998
PR No. 292/1998

STERLITE OFFER FOR INDAL 
FITTC DEPARTMENT

Sterlite Industries (India) Ltd. (SIIL) and Eastern Galvanising Pvt. Ltd. (EGPL) (herein after referred to as the acquirers) made a public offer for acquisition of shares of Indal in February 1998 which was subsequently revised in May 1998 to acquire 52.03% of the shares of Indal at a price of Rs.221/- which was payable at Rs.131/- in cash and Rs.90/- in the form of issue of optionally convertible redeemable preference shares (OCPS) . However, the acquirers subsequently, on July 26, 1998 withdrew the offer. citing refusal of statutory approval of the shareholders of Sterlite Industries (India) Ltd. u/s 81(1A) of the Companies Act, 1956, for the issue of OCPS. A show cause notice was issued to the acquirers asking them to explain why action should not be taken against them in terms of the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997 (the Regulations) and SEBI Act for non-fulfillment of obligations under the Regulations. 
 
Following legal provisions as also the principles of natural justice, SEBI gave a hearing to SIIL and the complainants. After considering the submissions made, SEBI has passed an order today directing the acquirers i.e. SIIL and EGPL to make payment of Rs.221/- in cash to the shareholders of Indal who have accepted the offer and tendered the shares upto the 2nd June, 1998, the last day for offering the shares. This has to be done within 15 days of receipt of the order. The interest @ 15% from the 2nd July, 1998 that is the date by which the payment ought to have been made in terms of the Regulations will also have to be paid by the acquirers . If however, the acquirers fail to pay the said amount within 15 days of this order, the escrow amount shall be liable to be forfeited. The Merchant Banker of the acquirers shall then proceed to realise the securities lying in the escrow account and make payment of consideration and interest amount to the shareholders of Indal who had accepted the offer of the acquirers.