Release of escrow account Purpose Date

  

Post-Open Offer Report under Regulation 27 (7) of SEBI (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

POST OPEN OFFER REPORT

  IN RESPECT OF OPEN OFFER MADE BY MR. VINOD KUMAR BANSAL TO ACQUIRE EQUITY SHARES OF PANKAJ PIYUSH TRADE AND INVESTMENT LIMITED

• -----------------------------------------------------------------------------------------------------------------------------

  - A.

  Names of the parties involved

  1. Pankaj Piyush Trade And Investment Limited Target Company (TC)

  2. Mr. Vinod Kumar Bansal Acquirer 3. N.A.

  Persons acting in concert with Acquirer (PAC(s))

  4. Intensive Fiscal Services Private Limited Manager to the Open Offer

  5. Skyline Financial Services Private Limited Registrar to the Open Offer

  Details of the offer Whether conditional offer : No Whether voluntary offer : No Whether competing offer : No B.

  Activity Schedule

  Due dates as specified Sl. Activity in the SAST Actual Dates * No.

  Regulations

  1. January 31, 2012 January 31, 2012 Date of the public announcement

  (PA)

  2. February 07, 2012 February 07, 2012 Date of publication of the

  Detailed Public Statement (DPS)

  3. February 14, 2012 February 14, 2012 Date of filing of draft letter of offer (LOF) with SEBI

  4. February 14, 2012 February 14, 2012 Date of sending a copy of the draft LOF to the TC and the concerned stock exchanges (SE)

  5. March 07, 2012 March 27, 2012* Date of receipt of SEBI

  Comments

  6. March 19, 2012 April 09, 2012* Date of dispatch of LOF to the shareholders / custodian in case of

  Depositary Receipts

  7. March 20, 2012 April 17, 2012* Dates of price revisions / offer revisions (if any)

  8. March 22, 2012 April 18, 2012* Date of publication of recommendation by the independent directors of the TC

  9. March 26, 2012 April 20, 2012* Date of issuing the offer opening

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  10. March 27, 2012 April 23, 2012* Date of commencement of the tendering period

  11. April 11, 2012 May 07, 2012* Date of expiry of the tendering period

  12. April 25, 2012 May 21, 2012* Date of making payments to shareholders / return of rejected

  Shares

• Due to additional clarification sought by SEBI, the comments on DLOO got delayed, due to which other activities linked with it also got delayed. The revised schedule was released on April 14, 2012 in the same newspapers in which the DPS was released.

  C.

  Details of the payment consideration in the open offer

  Sl. No. Item Details

  1. Offer Price for fully paid shares of TC (Rs. per share) Rs. 34.00/- 2. Offer Price for partly paid shares of TC, if any N.A.

  3. Offer Size (no. of shares x offer price per share) Rs. 35,36,000/-

  4. Mode of payment of consideration (cash or shares or secured Cash listed debt instruments or convertible debt securities or combination)

  5. If mode of payment is other than cash, i.e. through shares / debt or convertibles:

  a) Details of offered security N.A.

   Nature of the security (shares or debt or convertibles)  Name of the company whose securities have been offered  Salient features of the security

  b) N.A.

  Swap Ratio (ratio indicating the number of securities of the offeree company vis-à-vis shares of TC) D.

  Details of market price of the shares of TC 1.

   Name of the Stock Exchange where the shares of TC have been most frequently

  traded during 12 calendar months period prior to PA, and the volume of trading relative to the total outstanding shares of the TC : N.A. as Share of the TC is

  Infrequently Traded at Bombay Stock Exchange (BSE) 2.

  Details of Market Price of the shares of TC in the aforesaid Stock Exchange in the following format:

  Date Rs. per share 1.

• 2.

  January 30, 2012 1 trading day prior to the PA date

  January 31, 2012 On the date of PA

• 3.

  April 23, 2012 On the date of commencement of the

• tendering period.

  4. May 07, 2012 On the date of expiry of the tendering

• period 5.
• period.

  May 17, 2012 10 days after the last date of the tendering

  6. From April 23, 15.55/- Average market price during the tendering period (viz. Average of the 2012 up to May

  volume weighted market prices for all the 07, 2012 days)

  E.

  Details of escrow arrangements 1)

  Details of creation of Escrow account, as under

  

Date(s) of creation Total Form of escrow account (Cash or

Cumula Bank guarantee (BG) or Securities). tive (In case escrow consists of BG or Amount securities, at least 1 % consideration is to (Rs be deposited in cash; the same may be Lakhs) indicated separately.)

  Escrow account February 01, 2012

  5.20 Cash Escrow account^

  10.00 Cash ^ Additional Rs. 4.80 lacs were deposited on February 06, 2012 since there was a revision in the Open offer price from Rs. 20.00/- per equity share to Rs. 34.00/- per equity share.

  2) For such part of escrow account, which is in the form of cash, give following details : i.

  Name of the Scheduled Commercial Bank where cash is deposited. : In HDFC Bank Limited

  under the name and title of PANKAJ PIYUSH TRADE AND INVESTMENT ESCROW ACCOUNT –00600350103546 ii.

  Indicate when, how and for what purpose the amount deposited in escrow account was released, as under

  Release of escrow account# Purpose Date Amount (Rs Lakhs) Transfer to Special Account, if any N.A. N.A.

  Amount released to Acquirer N.A. N.A.

  N.A. N.A.  Upon withdrawal of Offer N.A. N.A.

   Any other purpose (to be clearly specified)  Other entities on forfeiture

   # the amount is still in the escrow account & it will be release after 30 days from the completion of payment of consideration to the shareholders.

  3) For such part of Escrow which consists of Bank Guarantee (BG) / Deposit of

  Securities, provide the following details  For Bank Guarantee

  Name of Amount of Bank Date of creation/ Validity period Date of Purpose Bank Guarantee revalidation of of Bank Release if of release guarantee Guarantee applicable N.A.

   For Securities Name of Type of Value of Margin Date of Purpose Company security securities as considered Release if of whose security on date of while applicable release is deposited creation of depositing the escrow account securities

  N.A.

  F.

  Details of response to the open offer

  Shares proposed Shares tendered Response Shares accepted Shares rejected to be acquired** level ( no of times) No. % to No. % w.r.t (A) ( C) / (A) No. % w.r.t No = (C) - Reasons total ( C ) (E) diluted share capital of TC

  (A) (B) (

  C) (D) (E) (F) (G) (H) (I) 1,04,000 26.00% Nil Nil Nil Nil Nil Nil Nil **Open Offer was given to equity shareholders who were holding fully paid up equity share.

  G.

  Payment of Consideration Due date for paying consideration to Actual date of payment of Reasons for delay beyond shareholders whose shares have consideration the due date been accepted N.A. N.A. N.A.

  N.A. N.A. N.A. Details of special account where it has been created for the purpose of payment to shareholders. : N.A. as no shares were tendered in Open Offer Name of the concerned Bank.

  Details of the manner in which consideration (where consideration has been paid in cash), has been paid to shareholders whose shares have been accepted:

  Mode of paying the consideration No. of

Shareholders

Amount of

  Consideration (Rs lakhs)

  Shareholding in a TC Class of entities Pre- offer Post offer (actual) No. % No. %

  7. Name of the Seller in case identifiable N.A.

  6. Date of acquisition N.A.

  5. Mode of acquisition N.A.

  4. Purchase price per share N.A.

  3. No of shares acquired per entity N.A.

  N.A.

  2. Whether disclosure about the above entity(s) was given in the LOF as either Acquirer or PAC.

  1. Name(s) of the entity who acquired the shares N.A.

  60,000 15.00% Give further details, as under, regarding the acquisitions mentioned at points 3, 4 & 5 of the above table –

  N.A. N.A.

  Shares acquired during exempted 21-day period after offer (if applicable)

  Shares acquired in the open offer Nil Nil 5.

  Nil Nil 4.

  Shares acquired after the PA but before 3 business days prior to commencement of tendering period.  Through market purchases  Through negotiated deals/ off market deals

  Shares acquired by way of an agreement, if applicable 60,000 15.00% 3.

  Shareholding before PA Nil Nil 2.

  Shareholding of acquirer and PACs No of shares % of total share capital of TC as on closure of tendering period 1.

  Pre and post offer Shareholding of the Acquirer / PAC in TC

  H.

  N.A.^^ N.A.^^ ^^ No shares were tendered in Open Offer.

  Physical mode N.A.^^ N.A.^^ Electronic mode (ECS/ direct transfer, etc.)

6. Post - offer shareholding

I. Pre and post offer Shareholding Pattern of the Target Company

TOTAL 4,00,000 100.00 4,00,000 100.00 J.

  1. State if the acquirer had declared upfront his intention to delist at the time of issuing the DPS No Reference to the page of the letter of offer:

  PACs Nil Nil 60,000 15.00

  2) Erstwhile Promoter (person who cease to be promoter pursuant to the Offer)

  60,000

  15.00 Nil Nil 3)

  Continuing Promoter N.A. N.A. N.A. N.A. 4) Sellers if not in 1 and 2 N.A. N.A. N.A. N.A. 5)

  Other Public Shareholders 3,40,000 85.00 3,40,000 85.00

  Details of Public Shareholding in TC

  1) Acquirer

N.A.

  3. Indicate the actual public shareholding and if it has fallen below the minimum public shareholding limit, delineate the further steps which will taken in accordance with the disclosures given in the LOF

  85.00% & it has not fallen below the minimum level

  3,40,000 K.

  Other relevant information, if any

  For Intensive Fiscal Services Private Limited

  Rishabh Jain (Sr. Manager) Date: Place: Mumbai

  2. Indicate the minimum public shareholding the TC is required to maintain for continuous listing 25.00% 1,00,000