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Thursday, October 1, 1998

Bharti Telecom promoters plan counter-offer to Sterling bid 

TM Arun Kumar & Vivek Law  
MUMBAI, SEPT 30: The promoters of Bharti Telecom are planning to come out with a counter-offer in response to the open offer made by the C Sivasankaran-led Sterling Infotech Ltd for acquiring 20 per cent of Bharti Telecom at Rs 95 per share. According to sources, the counter offer is also likely to be at the same price.

"Now that Sterling has made its offer, we would work out the modalities for a counter offer. We may price it at Rs 95 only as we already have close to 90 per cent stake in the company, including the 9 per cent we bought from Sterling. This will be transferred to us only once its open offer is through," said a top Bharti group source.

Even though Sterling is making the offer for 20 per cent, only a little over 11 per cent of the company's stake is with the public.

Sterling's offer saga for Bharti Telecom began in late 1996, when the company picked up a stake in Bharti Telecom and decided to make an open offer.

The bid, which was seen as a hostile one by the promoters of Bharti, wassuccessfully blocked and Sterling gave up its plans to pick up a stake in the company.

However, since it had already announced its offer, Sebi did not allow a withdrawal. Sivasankaran contested the case with Sebi first and then the appellate authority and both fora rejected his exemption from open offer plea.

In the meantime, Sterling sold its 9 per cent holding to Bharti itself and Bharti group companies followed up this purchase with an open offer to the public at Rs 95 per share. They managed to take their holding up to 80 per cent (excluding the 9 per cent which they had earlier bought from Sterling).

In its public announcement on Wednesday, Sterling has made it clear that it has an agreement with the two Bharti group companies to sell its 9 per cent holding in Bharti Telecom and would do so as soon as the open offer formalities are completed.

With the addition of Sterling's 9 per cent stake, the promoter holding in Bharti Telecom will go up to 88.58 per cent, marginally less than the 90 per centstake required to delist the company. In fact, sources said that the counter offer was aimed at picking up the required 1.5 per cent stake so that Bharti Telecom can be delisted.

Sterling's offer will open on October 26 and close on November 24. The specified date has been fixed at September 30. However, shareholders who have not been able to register themselves by the specified date can send the details of their holding by November 5.

Sterling has deposited Rs 8.02 crore in an escrow account with Deutsche Bank. The balance Rs 24.08 crore required to pick up the 20 per cent stake in the company would be met by the company out of its own source of funds which will be stated in the letter of offer.

Run-up to the open offer

  • Sterling picks up 9% in Bharti Telecom in late 1996 and makes public announcement in November for acquiring 20% at Rs 95 a share
  • Bid seen as hostile by Bharti and successfully blocked
  • nSterling aborts open offer, seeks exemption from Sebi
  • Sebi rejectsplea; Sterling moves appellate authority in March 1997
  • Appellate authority directs Sterling to address its queries to Sebi
  • Sterling again asks Sebi for permission to withdraw the open offer citing that the takeover regulations have changed
  • On March 24, 1998, Sterling enters into a sale agreement with Bharti Enterprises and Bharti Global to sell its stake; the two Bharti companies companies simultaneously enter into other sale agreements to buy another 6.8%
  • Bharti Enterprises and Bharti Global on May 11, 1998, make an open offer for 20% of Bharti Telecom at Rs 95 a share
  • Sebi directs Sterling to come out with an open offer; Sterling appeals to the appellate authority
  • Bharti Enterprises and Bharti Global's open offer opens on May 18, 1998, and closes on June 16, 1998
  • Appellate authority upholds Sebi order on June 17, 1998. Sterling asks for clarifications from Sebi in relation to the opening of escrow account
  • On September 2 and 4, Sebi clarifies andasks Sterling to make open offer at the earliest
  • Sterling announces open offer on September 30

    Copyright © 1998 Indian Express Newspapers (Bombay) Ltd.


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