SPICE JET

Lptp/MYDOC/takeover/spicejet

21 June 2010

To,

Shri C.B. Bhave,
The Chairman
SEBI
SEBI Bhavan, 3rd Floor, B Wing,
Plot No. C-4A, G Block
Bandra Kurla Complex
Mumbai: 400051


Dear Sir,


Ref. Open Offer of Spice Jet Ltd.

The PA of Spice Jet Open offer is an dishonest attempt to make believe full compliance of regulations while circumventing it .

1) An illegal attempt has been made to save the foreign entity(WLR) from its legal obligation.
It is an acknowledged fact that WLR has triggered Open offer upon conversion of warrants. The PA clause 2 mentions that it is a mandatory Offer. However legal obligations of 2 separate & distinct entities have been clubbed together to This certainly cannot be allowed.
 Legal obligations cannot be compromised.
 Legal obligation is not a transferable commodity --WLR’s obligation cannot be passed on to Kal Airways Private Limited. & Mr. Maran
 2 different & distinct legal obligations cannot be merged . They have been triggered on
o 2 different dates
o By 2 different transactions
o against 2 different persons.
o Under 2 different regulations- as per PA by the Acquirers under
regulations 10 and 12 by PAC regulation 10
2) WLR has been illegally termed as Person Acting in Concert (PAC). Regulation 2(1)(e)(1) is quoted as below:
(e) "person acting in concert" comprises, -
(1) persons who, for a common objective or purpose of substantial acquisition of shares or voting rights or gaining control over the target company, pursuant to an agreement or understanding (formal or informal),directly or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in the target company or control over the target company.
The definition of Person Acting in Concert given in Regulation 2(1)(e)(i) does not fit WLR who is not acting “for a common objective or purpose of substantial acquisition of share or voting rights or gaining control over the target company” as stipulated in the regulation. Rather WLR’s objectives are just the reverse. WLR is selling and Mr. Maran & his co. are buying voting rights/control in the target company. The objective of a buyer & a seller are just the reverse of each other and by no stretch of imagination can be said to be same. WLR as such can not become Person Acting in Concert of the acquirer.
WLR, the so called PAC is not acquiring the shares, it is only the Acquirer i.e. Maran & co. who are acquiring the shares and have made all the financial arrangements.
The main objects of the Acquirer & PAC are also different. While The uundateAcquirers objective has been given as aviation services, that of PAC is Investment.

3) The undated document

PA clause 1.8 (ii) states “RHSL shall deliver or cause to be delivered to the RHSL depository participant , duly executed original undated,….(emphasis supplied). A document cannot be duly executed if it has not been dated. Moreover this practice of undated documents is highly deplorable and unethical if not illegal and should not find place in such agreements.

In the light of the above you are requested to please examine the matter in full detail and if thought fit,

a) Direct WLR to come out with an independent Open offer
b) Direct The Acquirers to remove the name of WLR as PAC
c) Direct The Acquirers to properly execute all the documents and undated executed documents should not find any place

Thanking you,

Yours truly,



Arun Goenka