TMI Blog2020 (2) TMI 873X X X X Extracts X X X X X X X X Extracts X X X X ..... 011. Here, it is an undisputed fact that the trigger for public announcement / open offer came on November 12, 2009 and consequently public announcement was made. Though the open offer was delayed on account of the subsequent stand (for recalling the public announcement) taken by the acquirers the original date of trigger does not change. The valuation done as per the applicable methodology under Regulation 20(4) is not questioned; what is questioned is the valuation in 2018 which is not applicable in the matter. When the offer price of ₹ 101/- per share was made based on the price given by the acquirers in 2009 what is implemented here is the same price. Moreover, since the market price captures the intrinsic value of the GTL shares including GTL's properties, assets etc. in 2009 and since it was a frequently traded share rightly no valuation was necessary as per the applicable Regulations. It is also an undisputed fact that interest to original shareholders who tendered their shares have been given by the acquirers @ ₹ 60.25 per share and for other shareholders @ ₹ 0.45 - we find no merit in the submissions made by the appellant regarding either the of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h a detailed public statement and on January 28, 2018 a Draft Letter of Offer was published. On March 27, 2018 SEBI communicated its comments to the Draft Letter of Offer. On April 18, 2018 the Letter of Offer was published. On April 27, 2018 the offer opened and on May 16, 2018 the offer closed. May 31, 2018 was the last date of dispatch of consideration to respondents / those who tendered the shares in the open offer. 4. The appellant appearing in person strenuously contended that the offer price made by the acquirers was grossly inadequate as the Target Company GTL had a plot of land worth about ₹ 2000 crore which was not reflected in the said valuation. To press home his contention appellant also relied on submission made by the acquirers in their appeal before this Tribunal seeking to withdraw the open offer made that the appellants therein had acquired shares of the Target Company GTL because of GTL having property worth about ₹ 2000 crore. 5. The appellant further submitted that GTL made a valuation of its shares on March 20, 2018 @ ₹ 58. 90 which was a sham valuation report got prepared by the acquirers through an unqualified Chartered Accountant. Be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e was appropriate. Moreover, relying on the order of the Hon'ble Supreme Court in the matter of Clariant International Ltd. v SEBI [2004] 54 SCL 519 the learned counsel for respondent no. 1 submits that shareholders holding securities on the reference date only would be entitled to interest. This also has been provided in the open offer by giving interest @ of ₹ 60.25 to the original shareholders and ₹ 0.45 to other than original shareholders. Therefore, the learned counsel submits that the valuation report prepared by the Chartered Accountant which arrived at a value of ₹ 58.30 per share or other valuations done are totally irrelevant to the matter. It was also contended that the document dated December 30, 2017 was not an offer letter; instead it was a detailed public statement which SEBI had asked the merchant banker to issue because of the eight year gap between the original public announcement and the open offer to enable the shareholders to be informed about the full background of the matter. The learned counsel emphasized the table relating to tentative schedule of activities in the Detailed Public Statement issued on December 30, 2017 wherein the origi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n (1), the offer price shall be the highest of- (a) the negotiated price under the agreement referred to in sub-regulation (1) of regulation 14; (b) price paid by the acquirer or persons acting in concert with him for acquisition, if any, including by way of allotment in a public or rights or preferential issue during the twenty-six week period prior to the date of public announcement, whichever is higher; (c) the average of the weekly high and low of the closing prices of the shares of the target company as quoted on the stock exchange where the shares of the company are most frequently traded during the twenty-six weeks or the average of the daily high and low of the prices of the shares as quoted on the stock exchange where the shares of the company are most frequently traded during the two weeks preceding the date of public announcement, whichever is higher: Provided that the requirement of average of the daily high and low of the closing prices of the shares as quoted on the stock exchange where the shares of the company are most frequently traded during the two weeks preceding the date of public announcement, shall not be applicable in case of disinvestment of a P ..... 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