Chemoil announces open offer for additional equity stake in Calsoft

Chennai - 21 August , 2007:

Kemoil Ltd, Hong Kong announced today that it will make an open offer for acquiring additional 20% percent equity stake from existing shareholders of California Software Company Limited (CALSOFT) under the SEBI - Substantial Acquisition of Shares and Takeovers (SAST) Regulations. Kemoil Ltd is a subsidiary and investment arm of Singapore Exchange Mainboard - listed co Chemoil Energy Ltd (SGX-ST: CHEL.SI).

Calsoft, a software solutions company with global presence, offers product engineering services and product based business solutions in carefully chosen domains. The company is listed in India at NSE and BSE

“We see tremendous potential in Calsoft. Given their intrinsic strengths and track record for innovation, they can now move to higher orbits of all round value generation. Calsoft becoming a part of the Chemoil Group, would enable us to provide it with the additional financial support for vigorously pursuing their acquisition strategy" said Mr. Robert V.Chandran, Executive Chairman and CEO Chemoil Corporation Limited.

Mr. S.(Sam) Santhosh, Managing Director and CEO, California Software Company Ltd. added, “We at Calsoft are at the threshold of rapid growth. So far our expansion plans and strategic initiatives were funded internally. The support of Chemoil would accelerate the pace of growth. We are excited at the opportunity it offers to our customers, employees and investors and partners."
Kemoil Ltd. is a wholly owned subsidiary of Chemoil Energy Ltd, one of the world’s largest and leading independent integrated physical suppliers of marine fuel products, and has been associated with Calsoft since 1992 as a foreign investor. Chemoil Energy is listed on the Singapore Exchange Securities Trading Limited with revenues of over US$4.3 billion and a market capitalization of approximately US$1 billion.

The open offer is expected to open in October 2007, subject to all statutory clearances being received, and if fully tendered by existing shareholders, will increase Kemoil ’s equity stake in Calsoft, upto 67.71 per cent post the open offer. The open offer for additional stake in Calsoft will be made at Rs.100/- per share, which is based on the statutory guidelines for the pricing of such an offer.
This open offer became mandatory consequent to allotment of 2.2 million equity shares of Rs.10/- on a preferential basis at a price of Rs.100/- per share (including premium of Rs.90/-) to Kemoil on 17th August 2007,under which it invested Rs.220 milion in Calsoft. Kemoil also had 0.93 million equity shares allotted on conversion of debentures it held in Calsoft as per the conversion terms. Hence Kemoil’s stake increased beyond mandatory threshold limits, triggering open offer requirements under the SEBI (SAST) regulations.
Religare Securities Ltd will be the Managers advising the acquirers on the open offer.

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