Wk2 Essay Example | Topics and Well Written Essays - 750 words

Wk2 - Essay Example A case of Zimbabwe, a Southern African country will be used to illustrate how international organizations can continue operating in foreign countries that seemingly have hostile environments. There are certain incidences that may take place in other countries such as socio-political instability but these may not impact negatively on the operations of international business. For instance, Zimbabwe is one of the countries that has experienced social my hem over the past decade due to government policies that have been widely viewed as oppressive to the citizens by different sectors of the whole world. This has impacted on the operations of many businesses but research has shown that this country is not that bad for investment by foreign companies. As such, in 2013, â€Å"the IMF agreed to place Zimbabwe onto a Staff Monitored Programme to help place the economy back onto a recovery path,† (Robertson Economics, 2014). On its own, it seems that the country is still finding it difficult to revive its economy thereby improving the morale as well as social welfare of the majority of the citizens. The situation obtaining on the ground cannot be seen as very bad such that international businesses cannot thrive. The conduct of international businesses is often governed by international law that is specifically concerned with dealing with legal interactions between governments. According to HG.org (2015), â€Å"There are both national laws and international agreements which govern/regulate international business transactions, which include investments, offshore banking, contracts, imports/exports, tariffs, dumping, trade and more.† As such, international organizations are often protected in whatever country they would be operating in such that there is no need for panicking with regards to safety of their businesses. Two examples are discussed below to illustrate how international law can be used to protect international organizations

Republican Party Essay Example for Free

Republican Party Essay The Republican Party has always been the true political party of the United States of America. When referring to the Declaration of Independence’s three principles based on John Locke’s and Thomas Jefferson‘s definitions of them. The three principles of the Declaration are the right to life, liberty, and the pursuit of happiness. The Republican Party is superior to the Democratic Party in upholding the Declaration’s principles and biblical God given rights. There are three policies that show that coincide with the prominent Declaration principles that exemplify the dominance of the Republican Party to the Democratic Party. For principle life it is the parties views on abortion, liberty it is the views on gun control, and the pursuit of happiness it is the views on taxes. The principles of life, liberty, and the pursuit of happiness were originally defined by Thomas Jefferson in the Declaration of Independence. Jefferson constructed his definitions from inspirations he received from John Locke‘s writings, primarily from his book Two Treaties. John Locke’s principles slightly differed from the ones in the Declaration and consisted of the principles life, liberty, and property. He called these principles the people’s natural rights, meaning all men are innately born with the right to them. John Locke defines life as God given and that all people are God’s property and entitled to life. Locke defines liberty as â€Å"not a state of license,† but as a rightful and moral exercise of freedom. He states that liberty does not give man the right to take his own life or hinder the liberty of others. A man cannot harm the health, possessions, or life of another man. Locke lastly defines the natural right to property. Locke defines this principle as more than owning things, but also owning oneself. He also defines property as owning the common, the things citizens labor to have. An example of owning then common Locke gives is, if a man catches a fish in the ocean, cooks it and eats it because he labored for it and it was God given. Jefferson based the definitions of life and liberty off of Locke’s definitions in the Declaration of Independence, but changed property and redefined it as the pursuit of happiness. Jefferson defines the pursuit of happiness as mans right to pursue happiness, but not the right to happiness. The Republican party best follows the definition of life according to the Declaration of Independence with their view on abortion. The big difference between the Republican party and the Democratic party on this issue is the Republican party sees abortion as wrong and the Democratic party does not. The republicans are pro-life and conservative and believe that each human being has the right to live and abortion is equivalent to murder. In 2008, approximately one million, twenty-one thousand abortions took place in the U. S. , that’s over one million murders. The Republican Party recognizes that even in the womb the fetus is unique and is a living being with the inalienable right to life and has a creator. The Republican Party as a generalized view believes that human life commences at conception, and therefore has individual and exclusive rights from the mother, which in turn does not give permission to the mother to abort the child. The Democratic Party is the liberal party and is pro-choice in the abortion debate. They believe that being the future mother or it being the women’s body gives her the privilege to make the decision regarding the fetus life. A fair point, but one you never hear is that the government should not try to control what a citizen does with their body, just like it does not tell them what they should eat. Then again, it would be an oxymoron for they do believe in governmental control. The Democratic Party is the party that states that they are the moving forward political party, and they are the ones who manufactured Planned Parenthood, a facility, located across the country, which dedicates their expertise on making a profit on the mistake of, typically, young girls. Planned Parenthood was first opened in 1916 by Margaret Sanger, her sister and a friend. Inauspiciously, she was jailed, but her idea birthed the revelation and a revolution of the movement of women. It gave women the opportunity to fight for not only their body, but for their lives. The Democratic Party, and thus the Federal government have made it very clear that this is an issue worth fighting. Democrats see abortion as a woman’s right to choose what she does with her body neglecting the fetuses right to life. They believe credit the choice of abortion to liberty and since the fetus is inside of the mother she has the liberty to decide what happens. The Republican Party embodies the Declaration of Independence’s absolute right to liberty by their views on gun control. The Republican Party has not only been an advocator of the citizens right to liberty, but also immensely advocates the second amendment. The Second Amendment states, â€Å"A well regulated militia, being necessary to the security of a free state, the right of the people to keep and bear arms, shall not be infringed. † The second amendment was is to firstly, defend us from foreign invaders if our army cannot hold them back and it is necessary if a crisis that large ever occurred for American’s to be able to defend there country. Republicans believe right to own a gun is a law-abiding citizens liberty to exercise their freedom to self-defense or to hunt on legal hunting grounds. Republicans do not support guns for hindering the life or liberty of others, but do respect the peoples right to own one. Republicans â€Å"oppose federal licensing of law-abiding gun owners national gun registration as a violation of the Second Amendment and an invasion of privacy of honest citizens. † The Republican Party defends citizen’s Constitutional right and inalienable right to liberty with their political principles on gun control. The Democratic Party’s view on gun control differs from the Republican viewpoint. Democrats believe the right to bear arms should be severely regulated. Some of the regulations they propose are passing a background check, applying for a permit (which includes having to attend a course teaching on how to handle a weapon), and a copy of the citizen’s mental health record. Democrats believe they are still protecting and acknowledging the Second Amendment, but are by having higher gun control restrictions keeping the guns out of the hands of criminals and terrorists. Democrats believe that strengthening the governments gun control regulations will decrease violence, ignoring that they are infringing on the Declaration of Independence’s inherent right of liberty. The last inalienable right of the Declaration of Independence is the pursuit of happiness. The Republicans best symbolizes this right with their view on taxes. The United States government taxes just about everything, ranging from income taxes to a food taxes to property taxes. The Republican Party believes in only taxing to â€Å"raise money for essential functions. † This means hat Republican believe that the government should spend the citizens tax money only to enforce contracts maintain basic infrastructure and national security, and protect the citizens against criminals. Thus giving American citizens the best chance to pursue happiness. Republicans do not believe the money they get from taxpayers is theirs, but that it is the taxpayers and that it should be invested in a way that is best for them and benefits their futures the most. They strongly believe in keeping taxes low for all citizens. The Republicans are trying to enforce a tax system to help boost the economy called Tax Relief. This program will reduce the taxes for all businesses primarily small businesses to make it easier for the businesses to grow. If this were to happen it would provide many Americans with jobs. Another thing Republicans do to help Americans easier pursue happiness with their beliefs on taxes is they seek to limit the income tax so citizens can save more money, choose easier what they spend their money on, or invest in something. The Democratic position is not like the Republican Party’s and does not represent the inalienable right to the pursuit of happiness. Democrats aim to raise taxes for government funding that they believe will turn into businesses. They wish to cut taxes for the middle class and increase them upon the wealthy. The wealthy class is considered the top one percent income earners. Contrary to the Republican Party the Democrats believes that you feed in the money with the poor, so rather than giving taxes breaks to the rich, you offer the poor money to go to school, get out of their situation, find a job and move their family in a better home. Citizens will find that the Democratic Party demands many tax increases especially on people who make more than a million dollars a year, also called the one percent. The common argument regarding tax increases, that rich people never pay taxes and regardless of the number they never lose a dime. And that all it does it put more paper in the system making the revenue of the United States of America augment. The Republican party does not only follow the inalienable rights better as they are defined in the Declaration of Independence, but they also follow them better as God given rights. God is the one who gave people the right to life, liberty, and happiness. The Republican views best coincide with the Biblical views of the inalienable rights stated in the Declaration of Independence. The verse Jeremiah 1:4-5 best amplifies the Lord’s view on abortion. It says â€Å"Then the word of the Lord came to me, saying: â€Å"Before I formed you in the womb I knew you; before you were born I sanctified you; I ordained you a prophet to the nations. † This means that the Lord knew everyone before they were born and created him or her each uniquely. Americans are all God’s children and since He knew them before they were born that means taking one of their lives would be murder. Verse Exodus 20:13 says, â€Å"Thou shalt not kill. † Therefore the Republican Party and their position against abortion best follow God’s will of life. The next God given right or inalienable that the Republican Party best represents is liberty. Part of the definition of the indisputable right to liberty is that you may not interfere with or hinder the liberty of another person. The Bible verse that demonstrates the respecting of others liberty is Leviticus 19:18 â€Å"Do not seek revenge or bear a grudge against one of your people, but love your neighbor as yourself. I am the Lord. † The Republicans represent this with their view on again gun control. The Republicans do not allow gun usage for the misconduct or injury of others. The last God given right is the right to the pursuit of happiness. The Bible verse Ecclesiates 5:19 best demonstrates that God wanted His creations to be happy and pursue it. The verse says, â€Å"Moreover, when God gives any man wealth and possessions, and enables him to enjoy them, to accept His work—this is a gift of God. † This verse goes along directly with Thomas Jefferson’s definition of the pursuit of happiness. God gave all humans the ability to be happy, but it is their job to pursue it and achieve it. The Republican principle that best goes along with the Biblical view of the pursuit of happiness is taxes because Republicans do their best to use the taxpayer’s money to benefit them. They also try to take as little from people as they can. Based on the Declaration of Independence’s and God given inalienable rights, the Republican Party is the true political party of the United States. The Republican Party best simulates the definitions given by John Locke and Thomas Jefferson for the principles of life, liberty, and the pursuit of happiness. They demonstrate this by their political standpoints on the controversial issues of abortion, gun control, and taxes.

To Kill A Mockingbird Essays: Doing the Right Thing :: Kill Mockingbird essays

To Kill a Mockingbird "I simply want to tell you that there are some men in this world who were born to do our unpleasant jobs for us. Your father's one of them." – Miss Maudie The quote above states that Atticus Finch was a man who did unpleasant things, but this quote is false. Miss Maudie had every good intention when she told Jem and Scout this and her point was taken in the way she intended it to be taken by the children. Her point could have been better worded if the portion that reads "our unpleasant jobs" were replaced with "what is right." Atticus did unpleasant things only because he knew that they were the right thing to do. Miss Maudie told the children about their father in this way only to avoid saying that the rest of the town was wrong. Atticus remained a pillar of righteousness in a town whose moral foundation was weak to say the least. When Atticus took Tom Robinson's case, he didn't treat the case differently from any other he might take on. He knew that there was no way that Tom would be saved from death no matter how well he defended him. From opening to closing statements, Atticus remained vigilant in his defense of Tom. Another consequence of defending Tom Robinson in court, aside from being known as a "nigger lover" and opening himself to several other forms of racial hatred from the good people of Maycomb, Atticus was also arguing against a man who was known to be a violent drunk. Bob Ewell was a frightening man and it was noble of Atticus to put himself in a position of opposing such an unstable individual. Atticus remained a gentleman when Ewell confronted him at the post office. Most men in his position would have violently lashed out at Robert E. after being spat upon. Atticus did the right thing and remained a gentleman throughout the confrontation. Miss Maudie's statement is true in that the right things he did were sometimes unpleasant, I think Aunty Alexandra's stay with the Finch Family was one of those things. Even if Aunty's stay wasn't entirely his idea, Atticus tolerated her stay and her a treatment of the children because he knew that in some ways she was good for the children. Scout needed to have a female influence in her life and unfortunately that meant having a sometimes cold and stern woman living with them. To Kill A Mockingbird Essays: Doing the Right Thing :: Kill Mockingbird essays To Kill a Mockingbird "I simply want to tell you that there are some men in this world who were born to do our unpleasant jobs for us. Your father's one of them." – Miss Maudie The quote above states that Atticus Finch was a man who did unpleasant things, but this quote is false. Miss Maudie had every good intention when she told Jem and Scout this and her point was taken in the way she intended it to be taken by the children. Her point could have been better worded if the portion that reads "our unpleasant jobs" were replaced with "what is right." Atticus did unpleasant things only because he knew that they were the right thing to do. Miss Maudie told the children about their father in this way only to avoid saying that the rest of the town was wrong. Atticus remained a pillar of righteousness in a town whose moral foundation was weak to say the least. When Atticus took Tom Robinson's case, he didn't treat the case differently from any other he might take on. He knew that there was no way that Tom would be saved from death no matter how well he defended him. From opening to closing statements, Atticus remained vigilant in his defense of Tom. Another consequence of defending Tom Robinson in court, aside from being known as a "nigger lover" and opening himself to several other forms of racial hatred from the good people of Maycomb, Atticus was also arguing against a man who was known to be a violent drunk. Bob Ewell was a frightening man and it was noble of Atticus to put himself in a position of opposing such an unstable individual. Atticus remained a gentleman when Ewell confronted him at the post office. Most men in his position would have violently lashed out at Robert E. after being spat upon. Atticus did the right thing and remained a gentleman throughout the confrontation. Miss Maudie's statement is true in that the right things he did were sometimes unpleasant, I think Aunty Alexandra's stay with the Finch Family was one of those things. Even if Aunty's stay wasn't entirely his idea, Atticus tolerated her stay and her a treatment of the children because he knew that in some ways she was good for the children. Scout needed to have a female influence in her life and unfortunately that meant having a sometimes cold and stern woman living with them.

Can Childhood Asthma be Outgrown? :: Health Respiratory Essays

Can Childhood Asthma be Outgrown? Today asthma is the most common chronic childhood disease, with the number of children with asthma increasing every year. In 1995, the Environmental Protection Agency reported that 5.5 million children in the United States had asthma. Now an estimated 6.1 million children under 18 in the United States currently suffer from asthma, according to the American Lung Association. However, some asthma sufferers manage to â€Å"out-grow† their childhood asthma. â€Å"By the time high school was over I found that I wouldn’t need to use my inhaler anymore and I haven’t used my inhaler in about three years,† said Jen Nelson, sophomore journalism major at Northeastern University. Today Nelson is asthma-free and in good health. â€Å"I have been pretty much okay. Last year I got the flu so I had a couple of symptoms, but it wasn’t to the point where I needed to use my inhaler,† said Nelson. At the age of 7, Nelson suffered a â€Å"really bad† asthma attack and was diagnosed with one type of asthma, bronchial asthma. â€Å"I developed it [asthma] because I had so many cases of bronchitis†, said Nelson. After having asthma for about 10 years, Nelson was told by her doctor that her asthma â€Å"wasn’t severe anymore† and â€Å"that they no longer considered her to be asthmatic.† Then there are the asthma patients who still have occasional problems with asthma accompanied with allergies that developed during their childhood. â€Å"I was diagnosed with asthma at a very early age. I have had it ever since I was very little. It has come and gone (and come again) over the years,† said Joanna Old, senior journalism major at Northeastern University. Through the age of 10, Old suffered from severe asthma. â€Å"I was hospitalized when I was around 4 or 5 for asthma†¦[Usually] when you have an asthma attack, your lungs get tight and you hear wheezing. Well, during this particular attack, the nurse didn’t even know what was wrong-it turns out my lungs were closed so tightly, there was no wheezing-no breathing at all. I stayed in the hospital for about 3 or 4 days hooked to an IV with an oxygen tent,† said Old. During this time, Old was also on steroids and used an inhaler regularly to manage her asthma. â€Å"I was actually very sickly looking because of the drugs. I remember my hair being very thin and wispy—and I never wanted to brush it!,† said Old. As Old grew up, her asthma seemed to become less severe.

Zoe’s Tale PART I Chapter Four

Let me tell you about that jade elephant. My mother's name – my biological mother's name – was Cheryl Boutin. She died when I was five; she was hiking with a friend and she fell. My memories of her are what you'd expect them to be: hazy fragments from a five-year-old mind, supported by a precious few pictures and videos. They weren't that much better when I was younger. Five is a bad age to lose a mother, and to hope to remember her for who she was. One thing I had from her was a stuffed version of Babar the elephant that my mother gave to me on my fourth birthday. I was sick that day, and had to stay in bed all day long. This did not make me happy, and I let everyone know it, because that was the kind of four-year-old I was. My mother surprised me with the Babar doll, and then we cuddled up together and she read Babar's stories to me until I fell asleep, lying across her. It's my strongest memory of her, even now; not so much how she looked, but the low and warm sound of her voice, and the softness of her belly as I lay against her and drifted off, her stroking my head. The sensation of my mother, and the feeling of love and comfort from her. I miss her. Still do. Even now. Even right now. After my mother died I couldn't go anywhere without Babar. He was my connection to her, my connection to that love and comfort I didn't have anymore. Being away from Babar meant being away from what I had left of her. I was five years old. This was my way of handling my loss. It kept me from falling into myself, I think. Five is a bad age to lose your mother, like I said; I think it could be a good age to lose yourself, if you're not careful. Shortly after my mother's funeral, my father and I left Phoenix, where I was born, and moved to Covell, a space station orbiting above a planet called Omagh, where he did research. Occasionally his job had him leave Covell on business trips. When that happened I stayed with my friend Kay Greene and her parents. One time my father was leaving on a trip; he was running late and forgot to pack Babar for me. When I figured this out (it didn't take long), I started to cry and panic. To placate me, and because he did love me, you know, he promised to bring me a Celeste doll when he returned from his trip. He asked me to be brave until then. I said I would, and he kissed me and told me to go play with Kay. I did. While he was away, we were attacked. It would be a very long time before I would see my father again. He remembered his promise, and brought me a Celeste. It was the first thing he did when I saw him. I still have her. But I don't have Babar. In time, I became an orphan. I was adopted by John and Jane, who I call â€Å"Dad† and â€Å"Mom,† but not â€Å"Father† and â€Å"Mother,† because those I keep for Charles and Cheryl Boutin, my first parents. John and Jane understand this well enough. They don't mind that I make the distinction. Before we moved to Huckleberry – just before – Jane and I went to a mall in Phoenix City, the capital city of Phoenix. We were on our way to get ice cream; when we passed a toy store I ran in to play hide-and-seek with Jane. This went smashingly until I went down an aisle with stuffed animals in it, and came face-to-face with Babar. Not my Babar, of course. But one close enough to him that all I could do was stop and stare. Jane came up behind me, which meant she couldn't see my face. â€Å"Look,† she said. â€Å"It's Babar. Would you like one to go with your Celeste doll?† She reached over and picked one out of the bin. I screamed and slapped it out of her hand and ran out of the toy store. Jane caught up with me and held me while I sobbed, cradling me against her shoulder, stroking my head like my mother did when she read the Babar stories to me on my birthday. I cried myself out and then when I was done, I told her about the Babar my mother had given me. Jane understood why I didn't want another Babar. It wasn't right to have a new one. It wouldn't be right to put something on top of those memories of her. To pretend that another Babar could replace the one she gave me. It wasn't the toy. It was everything about the toy. I asked Jane not to tell John about Babar or what had just happened. I was feeling out of sorts enough having just gone to pieces in front of my new mom. I didn't want to drag my new dad into it too. She promised. And then she gave me a hug and we went to get ice cream, and I just about made myself throw up eating an entire banana split. Which to my eight-year-old mind was a good thing. Truly, an eventful day all around. A week later Jane and I were standing on the observation deck of the CDFS Amerigo Vespucci, staring down at the blue and green world named Huckleberry, where we would live the rest of our lives, or so we thought. John had just left us, to take care of some last-minute business before we took our shuttle trip down to Missouri City, from where we would go to New Goa, our new home. Jane and I were holding hands and pointing out surface features to each other, trying to see if we could see Missouri City from geostationary orbit. We couldn't. But we made good guesses. â€Å"I have something for you,† Jane said to me, after we decided where Missouri City would be, or ought to be, anyway. â€Å"Something I wanted to give you before we landed on Huckleberry.† â€Å"I hope it's a puppy,† I said. I'd been hinting in that direction for a couple of weeks. Jane laughed. â€Å"No puppies!† she said. â€Å"At least not until we're actually settled in. Okay?† â€Å"Oh, all right,† I said, disappointed. â€Å"No, it's this,† Jane said. She reached into her pocket to pull out a silver chain with something that was a pale green at the end. I took the chain and looked at the pendant. â€Å"It's an elephant,† I said. â€Å"It is,† Jane said. She knelt down so that she and I were face-to-face. â€Å"I bought it on Phoenix just before we left. I saw it in a shop and it made me think of you.† â€Å"Because of Babar,† I said. â€Å"Yes,† Jane said. â€Å"But for other reasons, too. Most of the people who live on Huckleberry are from a country on Earth called India, and many of them are Hindu, which is a religion. They have a god called Ganesh, who has the head of an elephant. Ganesh is their god of intelligence, and I think you're pretty smart. He's also the god of beginnings, which makes sense, too.† â€Å"Because we're starting our lives here,† I said. â€Å"Right,† Jane said. She took the pendant and necklace from me and put the silver chain around my neck, fastening it in the back. â€Å"There's also the saying that ‘an elephant never forgets.' Have you heard it?† I nodded. â€Å"John and I are proud to be your parents, Zoe. We're happy you're part of our life now, and will help us make our life to come. But I know neither of us would want you ever to forget your mother and father.† She drew back and then touched the pendant, gently. â€Å"This is to remind you how much we love you,† Jane said. â€Å"But I hope it will also remind you how much your mother and father loved you, too. You're loved by two sets of parents, Zoe. Don't forget about the first because you're with us now.† â€Å"I won't,† I said. â€Å"I promise.† â€Å"The last reason I wanted to give you this was to continue the tradition,† Jane said. â€Å"Your mother and your father each gave you an elephant. I wanted to give you one, too. I hope you like it.† â€Å"I love it,† I said, and then launched myself into Jane. She caught me and hugged me. We hugged for a while, and I cried a little bit too. Because I was eight years old, and I could do that. I eventually unhugged myself from Jane and looked at the pendant again. â€Å"What is this made of?† I asked. â€Å"It's jade,† Jane said. â€Å"Does it mean anything?† I asked. â€Å"Well,† Jane said, â€Å"I suppose it means I think jade is pretty.† â€Å"Did Dad get me an elephant, too?† I asked. Eight-year-olds can switch into acquisition mode pretty quickly. â€Å"I don't know,† Jane said. â€Å"I haven't talked to him about it, because you asked me not to. I don't think he knows about the elephants.† â€Å"Maybe he'll figure it out,† I said. â€Å"Maybe he will,† Jane said. She stood and took my hand again, and we looked out at Huckleberry once more. About a week and a half later, after we were all moved in to Huckleberry, Dad came through the door with something small and squirmy in his hands. No, it wasn't an elephant. Use your heads, people. It was a puppy. I squealed with glee – which I was allowed to do, eight at the time, remember – and John handed the puppy to me. It immediately tried to lick my face off. â€Å"Aftab Chengelpet just weaned a litter from their mother, so I thought we might give one of the puppies a home,† Dad said. â€Å"You know, if you want. Although I don't recall you having any enthusiasm for such a creature. We could always give it back.† â€Å"Don't you dare,† I said, between puppy licks. â€Å"All right,† Dad said. â€Å"Just remember he's your responsibility. You'll have to feed him and exercise him and take care of him.† â€Å"I will,† I said. â€Å"And neuter him and pay for his college,† Dad said. â€Å"What?† I said. â€Å"John,† Mom said, from her chair, where she had been reading. â€Å"Never mind those last two,† Dad said. â€Å"But you will have to give him a name.† I held the puppy at arm's length to get a good look at him; he continued to try to lick my face from a distance and wobbled in my grip as his tail's momentum moved him around. â€Å"What are some good dog names?† I asked. â€Å"Spot. Rex. Fido. Champ,† Dad said. â€Å"Those are the cliche names, anyway. Usually people try to go for something more memorable. When I was a kid I had a dog my dad called Shiva, Destroyer of Shoes. But I don't think that would be appropriate in a community of former Indians. Maybe something else.† He pointed to my elephant pendant. â€Å"I notice you seem to be into elephants these days. You have a Celeste. Why not call him Babar?† From behind Dad I could see Jane look up from her reading to look at me, remembering what happened at the toy store, waiting to see how I would react. I burst out laughing. â€Å"So that's a yes,† Dad said, after a minute. â€Å"I like it,† I said. I hugged my new puppy, and then held him out again. â€Å"Hello, Babar,† I said. Babar gave a happy little bark and then peed all over my shirt. And that's the story of the jade elephant.

Jordan Surname Meaning and Origin

Jordan Surname Meaning and Origin The common surname Jordan  derived from the common Christian baptismal name Jordan,  taken from the river by that name flowing between the countries of Jordan and Israel. Jordan derives  from the Hebrew  Ã—™× ¨Ã—“ן (Yarden), meaning to descend or to flow down. Jordan is the 106th most common last name in America according to data from the 2000 U.S. census. ​Surname Origin: English, French, German, Spanish, Hungarian Alternate Surname Spellings:  Giordano (Italian), Jordann (Dutch), Jordn (Spanish), JORDÃÆ'O (Portuguese), JOURDAIN (French), GEORDAN, GERDAN, Giordan, Jordain, Jordaine, Jordanis, Jorden, Jordens, Jordin, Jourdaine, Jourdan, Jourdane, Jourden, Jurden, Jurdin, Jurdon, Siurdain, Yordan Famous People With the Surname JORDAN Michael Jordan - NBA basketball star.Barbara Jordan - civil rights activist and U.S. Representative.Louis Jordan - saxophonist and singer. Genealogy Resources for the Surname JORDAN The Jordan family DNA project consists of members with the Jordan surname from the USA, Canada, and Europe dedicated to discovering matches between participants that enable them to achieve their goals in genealogical research.   Explore the Jordan family genealogy forum at Genealogy.com for the Jordan surname to find others who might be researching your ancestors, or ask your own question about your Jordan ancestors. At  FamilySearch.org you can find records, queries, and lineage-linked family trees posted for the Jordan surname and its variations.RootsWeb hosts several free mailing lists for researchers of the Jordan surname available through their website. DistantCousin.com is a great place to access free databases and genealogy links for the last name Jordan. References Cottle, Basil. Penguin Dictionary of Surnames. Baltimore, MD: Penguin Books, 1967. Menk, Lars. A Dictionary of German Jewish Surnames. Avotaynu, 2005. Beider, Alexander. A Dictionary of Jewish Surnames from Galicia. Avotaynu, 2004. Hanks, Patrick and Flavia Hodges. A Dictionary of Surnames. Oxford University Press, 1989. Hanks, Patrick. Dictionary of American Family Names. Oxford University Press, 2003. Smith, Elsdon C. American Surnames. Genealogical Publishing Company, 1997.

Peter England Shareholders Essay Example

Peter England Shareholders Essay Example Peter England Shareholders Essay Peter England Shareholders Essay DETAILED PUBLIC STATEMENT TO THE PUBLIC SHAREHOLDERS OF applied to the Ministry of Corporate Affairs, for change of its name from Peter England Fashions and Retail Limited to Pantaloons Fashion Retail Limited. The application is under process. f) Pursuant to the arrangements contemplated under the Scheme, ABNL, through its wholly owned subsidiary, ITSL continues to hold a controlling stake in PEFRL, (a subsidiary of ITSL), post the demerger of the Business from FRL into PEFRL. Prior to the effectiveness of the Scheme, the Acquirer held 100% of the Equity Shares of PEFRL. Subsequently, pursuant to the effectiveness of the Scheme, inter alia, the Business was demerged into PEFRL, the Equity Shares were issued to FRL Equity Shareholders and FRL DVR Shareholders (as defined below) based on the share entitlement ratio mentioned in the Scheme, and the ITSL OFCDs as described above stood converted. As per the post-demerger shareholding pattern , the Acquirer holds 50. 09% in PEFRL prior to the Offer. FRL Equity Shares are equity shares of FRL having a par value of Rs 2/- each and having one vote each FRL DVRs are equity shares of FRL classified as Class B shares (Series 1) of a par value of Rs 2/- each with every four FRL DVRs having voting rights equal to three FRL Equity Shares, and every FRL DVR having the right to receive 2% additional dividend than every FRL Equity Share; FRL Equity Shareholders are shareholders of FRL holding FRL Equity Shares FRIL DVR Shareholders are shareholders of FRL holding FRL DVRs The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the public equity shareholders of PEFRL, other than the promoters of FRL (Equity Shareholders) The Scheme was approved by FRL Equity Shareholders and FRL DVR Shareholders in the meeting held on December 6, 2012. Further, the Scheme has been sanctioned by the High Court of Judicature at Bombay pursuant to their Order dated March 1, 2013 and has become e ffective on April 8, 2013. All the Equity Shares validly tendered and accepted in this Offer will be acquired by the Acquirer only. The Acquirer was already in control of PEFRL prior to the effectiveness of the Scheme, and will continue to be in control of PEFRL post the effectiveness of the Scheme and the completion of the Offer. The Acquirer, along with ABNL, PEFRL, and FRL had jointly filed notice for the proposed combination with the Competition Commission of India on October 8, 2012 (the proposed combination being the transactions contemplated under the Scheme of Arrangement, including this Offer). By way of its letter dated December 21, 2012, and bearing Combination Registration Number C-2012/10/82, the Competition Commission of India has granted its approval to the proposed combination. Details of the proposed Offer The details pertaining to the publication of the DPS on April 23, 2013 are as below: Newspaper Business Standard Business Standard Navshakti b. Language English Hindi Marathi Editions All All Mumbai PETER ENGLAND FASHIONS AND RETAIL LIMITED* Regd. Office: 701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri East, Mumbai – 400 059. Tel: +91 8652905000, Fax: +91 8652905400. *Vide an online application dated April 11, 2013, the company has applied to the Ministry of Corporate Affairs, for change of its name from â€Å"Peter England Fashions and Retail Limited† to â€Å"Pantaloons Fashion Retail Limited†. The application is under process. g) Offer for acquisition of up to 23,114,868 equity shares (Offer Shares), comprising 24. 1% of the paid up equity share capital of Peter England Fashions and Retail Limited (PEFRL / Target Company) to the public Equity Shareholders of PEFRL, pursuant to the sche me of arrangement (Scheme) between Future Retail Limited (formerly known as Pantaloon Retail (India) Limited) (FRL / Demerged Company), PEFRL and their respective shareholders and creditors, and Indigold Trade and Services Limited (ITSL/ Acquirer) as shareholder of the Resulting Company, as sanctioned by the High Court of Judicature at Bombay on March 1, 2013 (Offer). The Offer is being made by ITSL and Aditya Birla Nuvo Limited (ABNL / PAC). Pursuant to the Scheme, FRL Equity Shareholders and FRL DVR Shareholders (as defined herein) of FRL (formerly known as Pantaloon Retail (India) Limited) have been issued and allotted 1 fully paid up equity share of Rs. 10/- each of PEFRL for every 5 fully paid up FRL Equity Shares / FRL DVRs held by them. This detailed public statement (DPS) is being issued by JM Financial Institutional Securities Private Limited, the advisor to the Offer (Advisor), for and on behalf of the Acquirer and the PAC. If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or the Registrar to the Offer. The Equity Shares of PEFRL are proposed to be listed on the BSE and NSE and the BSE and NSE have provided their respective No- objection certificate to the Scheme vide their letters dated October 9, 2012 and October 1, 2012 respectively. The Equity Shares are expected to be admitted for listing and trading post the completion of the Offer process, subject to regulatory compliances. Pursuant to the Scheme and after the Effective Date (as defined herein), PEFRL has issued and allotted 4,63,16,518 fully paid up equity shares of Rs. 0/- each to the FRL Equity Shareholders and FRL DVR Shareholders thereby increasing the issued and paid up capital of PEFRL to 9,27,93,529 fully paid up equity shares of Rs 10/- each. PEFRL shares have been allotted to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013. The Acquirer was al ready in control of PEFRL prior to the effectiveness of the Scheme, and will continue to be in control of PEFRL post the effectiveness of the Scheme and the completion of the Offer. Risk Factors: Public shareholders of PEFRL are advised to refer to the Offer Letter for risk factors relating to the Demerger, the Offer and the probable risks involved in associating with the Acquirer. I. 1. a. ACQUIRER, PAC, AND TARGET COMPANY INDIGOLD TRADE AND SERVICES LIMITED (ACQUIRER) The Acquirer is a public limited company incorporated as Madura Garments International Brands Company Limited on May 10, 2007 under the Companies Act, 1976 (Companies Act). The name of the Acquirer was changed to Indigold Trade and Services Limited on June 14, 2010. The registered office of the Acquirer is situated at Regent Gateway, Plot No. 5B, Doddanekundi Village, KIADB Industrial Area, ITPL Road, Bangalore-560 048, Karnataka. The Acquirer is promoted by ABNL and belongs to the Aditya Birla Group. The main objects of the Acquirer include the following: To carry on in India and elsewhere the business of buyers, manufacturers, importers, dealers, traders, sellers, Regulation-sellers, packers, re-packers, brand agents, exporters, wholesalers, retailers, agents (by whatever name called), istributors, exclusive right holders and / or the like, in all types of apparel , sanitary and lifestyle merchandise T o carry on in India and elsewhere the business of branded merchandise, by operating, whether directly or through any other means, chains of stores, outlets, showrooms, supermarkets, hypermarkets, mega markets, large format retail stores, discount stores, and any other wholesale and / or retail experience, in or though multiple market and / or marketing channels To offer comprehensive, turnkey and end-to-end solutions regarding sale, purchase, dealing, display, wholesale, trading, retailing, export, import, and the like, of garments, fashion apparel, fashion products, life style products, lifestyle accessories, fashion accessories, general merchandise and all other merchandise dealt with by the company The shareholding pattern of the Acquirer as of March 31, 2013 is as follows: S. No. Shareholder Category 1 e. Promoter Aditya Birla Nuvo Limited jointly with its Nominees* * including 2,900,000 partly paid-up shares for Rs 4. 30/- each. The Acquirer has not been prohibited by the Secu rities and Exchange Board of India from dealing in securities, in terms of directions issued under Section 11B of the Securities and Exchange Board of India Act 1992 (SEBI Act), as amended, or under any of the regulations made under the SEBI Act The brief audited financial details of the Acquirer for a period of the last three financial years and auditor certified results for the 9 months ended December 31, 2012 is as follows. Rs Lakhs) Particulars Total Income Profit After Tax Basic and Diluted Earnings Per Share (Rs) Networth g. 2. a. The Acquirer is not a listed company. ADITYA BIRLA NUVO LIMITED (PAC) ABNL is a public limited company incorporated as the Indian Rayon Corporation Limited on September 26, 1956 under the Companies Act, 1956. The name of the PAC was changed from The Indian Rayon Corporation Limited to Indian Rayon and Industries Limited on January 23, 1987, as the company had diversified into various businesses such as textiles, insulators and cements. Subsequently, the name of the PAC was again changed on October 27, 2005 to Aditya Birla Nuvo Limited. The new name reflects the companys conglomerate status as ABNL has various diversified businesses directly or through its subsidiaries / Joint Venture companies such as the Garments business, Carbon Black, Viscose Filament Yarn, Insulators, Textiles, Fertilisers, Information Technology, Business Process Outsourcing, Life Inurance, Financial services and Telecom business. The main objects of ABNL are enlisted in detail in the Offer Letter. The registered office of ABNL is situated at Indian Rayon Compound, Veraval, Gujarat 362 266. ABNL is promoted by Mr. Kumar Mangalam Birla and Birla Group Holdings Private Limited and belongs to the Aditya Birla group. The shareholding pattern of ABNL as of March 31, 2013 is as follows: Sr. No. Shareholder Category Promoter and Promoter Group Indian Foreign (A) Total Promoter and Promoter Group Public Shareholding Institutions (Mutual Funds / FIs / Banks, Insurance Companies / FVCIs / FIIs / Others) Non-Institutions (B) Total Public Shareholding Total (A) + (B) Shares held by Custodians and against which Depository Receipts have been issued Promoter and Promoter Group Public (C ) Total Grand Total (A + B + C) 1,425,000 1,757,052 3,182,052 120,213,187 NA NA NA 1. 19% 1. 46% 2. 65% 100. 00% 18,458,434 52,406,438 117,031,135 15. 77% 44. 78% 100. 00% 15. 35% 43. 59% 97. 35% 64,624,697 33,948,004 55. 22% 29. 01% 53. 76% 28. 24% 64,624,697 Nil 55. 22% Nil 53. 6% Nil No of Shares Held % of Shares Held % of Shares Held As a % of As a % of A+B A+B+C 9 Months Ended Year Ended Year Ended Year Ended Dec 31, 2012 March 31, 2012 March 31, 2011 March 31, 2010 (Audited) (Audited) (Audited) (Audited) 68. 80 24. 13 4. 48 (99. 48) (3. 95) 418. 96 20. 24 1. 01 207. 68 (8. 65) (0. 43) 187. 44 ( 3. 33) (0. 60) 196. 09 No of Shares Held 103,00,000* % of Shares Held 100% 2. The share capital structure of PEFRL as of the date of this DPS is as follows: Paid Up Equity Shares of PEFRL Fully Paid Up Equity Shares Partly Paid Up Equity Share Total Paid Up Equity Shares Total Voting Rights No. of Equity Shares/Voting Rights 92,793,529 Nil 92,793,529 92,793,529 % of Equity Shares/Voting Rights 100% Nil 100% 100% i. ii. iii. iv. h) i) 3. The equity shares of PEFRL are presently not listed on any stock exchange. However, as per the Scheme, the shares issued by PEFRL in terms of Clause 12 of the Scheme and the shares held by shareholders of PEFRL prior to such issuance will be listed and admitted to trading on the Stock Exchanges, where the shares of FRL are presently listed and admitted to trading i. e. BSE and NSE and all necessary applications will be made in this respect by the PEFRL. There are no outstanding convertible instruments convertible into equity shares of PEFRL. The Acquirer was already in control of PEFRL prior to the effectiveness of the Scheme, and will continue to be in control of PEFRL post the effectiveness of the Scheme and the completion of the Offer 4. j) k) l) 5. 6. PEFRL is a party to the Scheme, more particularly described in Section III of this DPS. Other than as stated above, there were no mergers, de-mergers, and / or spin-offs involving PEFRL in the last 3 years The brief audited financial details of PEFRL for a period of the last three financial years and auditor certified results for the 9 months ended December 31, 2012 is as follows: (Rs Lakhs) Particulars Total Income Profit After Tax Basic Earning Per Share (Rs) Diluted Earnings Per Share (Rs) Shareholder’s Funds 9 Months Ended Year Ended Year Ended Year Ended Dec 31, 2012 March 31, 2012 March 31, 2011 March 31, 2010 (Audited) (Audited) (Audited) (Audited) 5,128. 08 1,881. 69 1,279. 87 1,905. 72 3,010. 24 602. 05 602. 05 3,130. 67 122. 30 21. 64 21. 64 120. 43 1. 22 (1. 63) (1. 63) 12. 23 (2,537. 44) (33. 20) (33. 20) 11. 01 2. a. 7. 8. As of December 31, 2012, PEFRL did not have any contingent liabilities. The pre and post offer shareholding pattern of PEFRL, as on the date of this DPS s as follows: Shareholders Category Shareholding Shareholding Shares / votin g rights Shareholding / voting voting rights voting rights post the proposed to be rights after the prior to the scheme Scheme (ie. including acquired / sold in the Scheme, conversion conversion of the Offer (Assuming Full of ITSL OFCDs, and ITSL OFCDs) Acceptance) Offer (A) (B) (C) (B)+(C)=(D) No ITSL (2) Public a. FIs/MFs/FIIS/ Banks/SFIs (2) b. Others Total (a+b) Grand Total (1 + 2) Notes: 1. Based on the shareholding pattern of PEFRL as of April 19, 2013 2. Includes Mutual Funds / UTI, Financial Institutions / Banks, Insurance Companies, FIIs 3. The total number of public shareholders of the Target Company as of April 19, 2013 is 50,585 4. The promoters of the Demerged Company shall not be entitled to participate in the Offer SUMMARY FINANCIAL INFORMATION OF THE PANTALOONS BUSINESS Summary divisional financial information of the Pantaloons Business (as more particularly described in Section III of this DPS) for the 6 month period commencing from the Appointed Date i. e. July 1, 2012 and ending on December 31, 2012 are as follows. The Appointed date of the Scheme is July 1, 2012 and Effective date is April 8, 2013. During the aforesaid period, as per the terms of the Scheme, the conduct of the Business was managed by FRL (erstwhile PRIL) in the ordinary course. The financial information presented below pertains to a part of this period and is provided by the management of PEFRL based on information received from FRL. Please note that the financial information below is unaudited and has been provided only as additional information to the Equity Shareholders Rs in Crores Particulars Total income from operations (net) Total expenses Profit from operations before other income and finance costs Other income Finance costs Profit / (Loss) from ordinary activities before tax Profit After Tax Earnings Per Share (Rs) Reserves and Surplus Notes: 1. 2. 3. 4. 5. Inter Division stock transfer between divisions has not been considered as purchase or sales for the purpose of above financial results. Tax expenses have been provided for the company as a whole and not allocated to various formats. Other expenses includes Rs. 3. 87 crores towards loss on discard of fixed assets of closed stores. Management has allocated proportionate head office expenses towards personnel cost and rent to Pantaloons Format on estimated basis As provided in the opening Financial Statements, annexed as Schedule 1 to the Scheme, the Business had total loans of Rs. 1,600 Cr as of June 30, 2012. Since then, a sizeable portion of the loans have been retired as per the terms of the transaction. Accordingly, the finance costs may not be comparable to that of the post Demerger financial statements of PEFRL 5. 6. 4. As on 6 months ended Dec 31,2012 (Unaudited) 839. 85 779. 26 60. 60 0. 01 95. 48 (34. 87) NA NA (34. 87) 3. 2. IV. 1. d. 500,000 Nil Nil Nil 500,000 (%) 100. 0% Nil Nil No (%) No 23,114,868 (%) No (%) c. d. b. c. i. Given that prior to the Offer, the Acquirer holds 50. 9% of the Voting Capital of PEFRL, this Offer is being made for 24. 91% of the Voting Capital of PEFRL, so as to ensure that in the event there is 100% tendering in the Offer, then the post Offer public shareholding of PEFRL is not below the statutory prescribed minimum of 25%. The voting capital of PEFRL comprises 92,793,529 fully paid up equity shares of Rs 10/- each of PEFRL, being the fully diluted equity share capital of PEFRL (Voting Capital) Pursuant to the Offer, the Acquirer will acquire the Offer Shares under the Scheme making a cash payment at a price of Rs 175/- (Rupees One Hundred and Seventy Five only) per Equity Share. The Offer is being made to the Equity Shareholders of PEFRL. The Equity Shares to be acquired under the Offer must be free from all lien, charges and encumbrances and will be acquired together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof All Equity Shares up to the Offer Shares and up to the Offer Closing Date validly tendered by the Equity Shareholders will be accepted at the Offer Price by the Acquirer in accordance with the terms and conditions contained in the DPS and the Offer Letter. For the purpose of the Offer, a special depository account has been opened by the Registrar to the Offer with Axis Bank in the name and style of LIIPL – PFRL Offer Escrow Demat Account. The DP ID is IN300484 and the Client ID is 16816072 There are no partly paid up Equity Shares in PEFRL. This Offer is not subject to any minimum level of acceptance. Further there is no differential pricing for this Offer Object of the Offer Prior to the Effective Date, PEFRL was a wholly owned indirect subsidiary of ABNL, held through ITSL. ABNL is engaged inter alia in the fashion lifestyle business and is one of the premium apparel brand players in India. ABNL manufactures and sells apparel under various brands through exclusive brand outlets as also stores. The demerger of the Demerged Undertaking to PEFRL will expand the variety of its offering in the market and complement its existing portfolio. Further, it will enable wider distribution of products and give a wider choice to the consumers and enable business to build on their systems and processes to improve efficiencies. The stores operating under the brand name Pantaloons and derivates thereof would remain operational and the Acquirer and PAC through PEFRL would be entitled to continue carrying the same brands as before the proposed demerger. The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the Equity Shareholders of PEFRL. Post completion of the Offer, the Acquirer along with the PAC, may explore possibilities to strategically integrate the business of PEFRL within the Acquirer group to maximize synergy of operations. However, as of the date of this DPS, the Acquirer cannot ascertain the repercussions, if any, on the employees and locations of the Target Companys places of business. The Acquirer hereby confirms that presently, post listing of the Equity Shares, it does not have any intention of delisting the Equity Shares of PEFRL. The Acquirer may dispose-off or otherwise encumber any assets or investments of the Target Company, through sale, lease, reconstruction, restructuring, amalgamation, demerger and/or renegotiation or termination of existing contractual/operating arrangements, for restructuring and/or rationalizing the assets, investments or liabilities of the Target Company, to improve operational efficiencies and for other commercial reasons. The Board of Directors of the Target Company will take decisions on these matters in accordance with the requirements of the business of the Target Company. OFFER PRICE AND FINANCIAL ARRANGEMENTS The offer price as provided under the Scheme as approved inter-alia by FRL Equity Shareholders and FRL DVR Shareholders in the meeting held on December 6, 2012, and approved by the High Court of Judicature at Bombay is Rs 175/- (Offer Price) per fully paid up equity share of PEFRL having a face value of Rs 10/- each (Equity Shares). The Offer Price is higher than the price at which the ITSL OFCDs have been converted into equity shares of PEFRL. Assuming full acceptance of the offer, the total funds requirements is Rs 404,51,01,900- (Rupees Four hundred and four crore fifty one lakh one thousand and nine hundred only) (Maximum Consideration) and the same is not subjected to differential pricing. The Acquirer has provided a bank guarantee dated April 18, 2013 for an amount of Rs. 02,00,00,000/- (Rupees one hundred and two crore only) from Axis Bank Limited, having its head office at 3rd floor, Trishul, Opposite Samrtheswar Temple, Law Garden, Elli s Bridge, Ahmedabad 380 006 and a corporate banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025, in favor of the Advisor (the Bank Guarantee). The Bank Guarantee is valid until July 15, 2013. The Advisor has been duly authorized to realize the Bank Guarantee. The Acquirer undertakes that in case the Offer process is not completed within the validity of Bank Guarantee, then the Bank Guarantee will be further extended at least up to thirty (30) days from the date of completion of payment of consideration to shareholders who have validly tendered the Equity Shares held by them in PEFRL in this Offer. The Acquirer has also opened a cash escrow account in the name and style of Peter England Fashions and Retail Limited Open Offer Escrow Account (Escrow Account) with Axis Bank Limited having its head office at 3rd floor, Trishul, Opposite Samrtheswar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006 and a corporate banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025 (Escrow Bank) and made a cash deposit of an amount of 5,00,00,000/- (Rupees five crore only) being more than 1% of the Maximum Consideration (Cash Escrow Amount). The Advisor has been duly authorized to realize the value of the aforesaid Escrow Account. The Acquirer has made firm financial arrangement for financing the acquisition of Equity Shares under the Offer. The Acquirer proposes to fund the Offer out of funds available with the Acquirer group (being Acquirer and the PAC). M/s P N Jhaveri Associates, Chartered Accountants (Membership number: 107374, Tel. No. : +91 22 22041840), having office at Shiv Sadan, Flat #1, Ground Floor, C Road, Churchgate, Mumbai 400 020, vide certificate dated April 18, 2013, have certified that adequate and firm financial resources are available with the Acquirer to enable it to fulfill its financial obligations under this Offer TERMS AND CONDITIONS OF THE OFFER Operational Terms and Conditions As per the schedule of activities, the tendering period will commence on May 7, 2013 and will close on May 20, 2013 (Tendering Period). The Equity Shares offered under this Offer should be free from all liens, charges, equitable interests, encumbrances and are to be offered together with, if any, of all rights of dividends, bonuses or rights from now on and declared hereafter This is not a conditional Offer and there is no stipulation on any minimum level of acceptance The Identified Date for this Offer as per the tentative schedule of activity is April 20, 2013 The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be 1(one only). The Equity Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance. Locked in Equity Shares To the best of our knowledge, there are no Equity Shares of PEFRL that are both eligible to be tendered in the offer, and locked-in Eligibility for accepting the Offer A letter of offer (Offer Letter) shall be sent to all Equity Shareholders / beneficial owners holding Equity Shares (except the FRL Promoters, the Acquirer and PAC) whose names appear in the register of PEFRL as on the Identified Date. (Pursuant to the Scheme, PEFRL has issued and allotted 46,316,518 fully paid up equity shares to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013). The Offer Letter shall be only sent to the Indian addresses of the Equity Shareholders. Equity Shareholders holding shares in dematerialized form are required to update their Indian addresses with their Depository Participant (DP) and Equity Shareholders holding shares in physical form with the registrar and transfer agent of the Target Company. All Equity Shareholders/Beneficial Owners who own Equity Shares of PEFRL and are able to tender such Equity Shares in this Offer at anytime before the closure of the Offer, are eligible to participate in this Offer. The Form of Acceptance and other documents required to be submitted, herewith, will be accepted by Registrar to the Offer between 10:00 AM to 1. 00 PM and 2. 00 PM to 5:00 PM on working days (Monday to Friday) during the Tendering Period. Equity Shareholders may submit applications on plain paper however these must be accompanied with the letter, from the depository participant of the respective shareholder addressed to the Registrar requesting transfer of shares under Suspended ISIN (Depository Participant Letter). The format of the Depository Participant Letter is enclosed in the Form of Acceptance provided ith the Offer Letter. The Offer Letter and Form of Acceptance are also available on the website of the Registrar to the Offer at www. linkintime. co. in The acceptan ce of this Offer by the Equity Shareholders of PEFRL must be absolute and unqualified. Any acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever The acceptance of this Offer is entirely at the discretion of the Equity Shareholder(s) /Beneficial owner(s) of PEFRL. The Acquirer and Registrar to the Offer accept no responsibility for any loss of Equity Share Certificates, Forms of Acceptance, Share Transfer Deed etc. uring transit and the Equity Shareholders of PEFRL are advised to adequately safeguard their interest in this regard The acceptance of Equity Shares tendered in the Offer will be made by the Acquirer in consultation with the Registrar to the Offer The instructions, authorizations and provisions contained in the Form of Acceptance constitute part of the terms of the Offer For any assistance please contact the Registrar to the Offer. Statutory and Other approvals To the best knowledge and belief of the Acquirer and PAC as of the date of this DPS, there are no statutory approvals required to implement this Offer. If any statutory approvals are required or become applicable prior to completion of this Offer, this Offer would also be subject to the receipt of such statutory approvals This Offer shall stand withdrawn in the event a binding order of court or governmental authority of competent jurisdiction is received directing the withdrawal of the offer. However, currently there are no circumstances to believe that such an event would occur Continued on next page ii. 1) Promoter group / Acquirer 46,477,011 50. 09% 14,410,618 15. 53% (23,114,868) (24. 91%) 31,905,900 34. 38% This will depend on the response from each category e. iii. 24. 91% 69,591,879 75. 00% f. g. 3. a. d. Nil 46,316,518 49. 91% (23,114,868) (24. 91%) 23,201,650 25. 00% 100. 0% 92,793,529 100. 00% Nil Nil 92,793,529 100. 00% f. b. c. II. 1. 2. b. c. d. e. III. 1. a) DETAILS OF THE OFFER Background of the Offer The Scheme of Arrangement was approved by the Board of Directors of FRL, PEFRL, and ITSL on September 9, 2012. An Implementation Agreement was entered into between ABNL, ITSL, FRL, PEFRL, Future Corporate Resources Limited and PIL Industries Limited on September 29, 2012. The Scheme pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, and as per the provisions of Section 2(19AA), Section 47 and other applicable provisions of the Income Tax Act, 1961, inter alia provided for: The transfer by way of demerger of the Demerged Undertaking (as defined herein) from FRL to PEFRL (more particularly described in Part B of the Scheme) Upon effectiveness of the Scheme, the Offer (more particularly described in Part C of the Scheme) Various other matters consequential or integrally connected therewith, including the reorganisation of the share capital of PEFRL. Demerged Undertaking means the undertakings, business, activities and operations of FRL pertaining to the Business on a going concern basis, and as described in detail in the Scheme. Business means the fashion retail business of FRL undertaken under the brand name Pantaloons and variations thereof (including, Pantaloons Fresh Fashion) from dedicated retail stores (which inter alia, as of June 30, 2012 constituted 90 operating stores which includes factory outlets and 18 stores which are under process), both in value and lifestyle segments, retailing a range of clothing and apparels in mens, ladies, and kids wear in both western wear and ethnic wear categories, lifestyle products, home products and accessories to each category under brands, labels and trademarks belonging to FRL or licensed from members of the Future Group as well as third party brands, labels and trademarks including, inter alia, owned brands of FRL and licenses of third party brands of products being sold, contracts with suppliers and vendors, delivery and warehousing arrangements, information technology, and such other activities and undertakings required for undertaking the foregoing on a pan- India basis The shares of PEFRL are presently not listed on any stock exchange, and this Offer is made pursuant to the Scheme; consequently, the Offer is not governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, the Offer Letter (as defined herein) will not be submitted to the Securities and Exchange Board of India. The key salient features of the Scheme are as follows: The Scheme, which came into effect on and from April 8, 2013 (Effective Date), inter alia, provided for the demerger of Demerged Undertaking of FRL on a going concern basis into PEFRL, pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 in the manner provided for in the Scheme. Upon the Scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by FRL to PEFRL in terms of the Scheme, PEFRL issued and allotted to each Equity Shareholders whose name appeared in the records of FRL or as beneficiary in the records of the depositories of FRL in respect of the shares FRL on the Record Date, 1 (one) equity share of Rs. 0/- each, credited as fully paid in the capital of PEFRL, for every 5 (five) fully paid up FRL Equity Shares/ FRL DVRs (as defined below) held by them in FRL (the Share Entitlement Ratio). FRL shall continue, upto the Effective Date, to conduct the busine ss of the Demerged Undertaking in the ordinary course. As an integral part of the Scheme, the share capital of PEFRL was restructured and reorganized in the manner set out in the Scheme, including: Upon the Scheme coming into effect, the authorised equity share capital of PEFRL was increased from Rs. 10,00,00,000/- (Rupees Ten Crores Only) to Rs. 100,00,00,000 (Rupees One Hundred Crores Only). Prior to the demerger, ITSL held 800 (eight hundred) optionally fully convertible debentures, of Rs. ,00,00,000 (Rupees One Crore each), of PEFRL convertible into 4,59,77,011 (Four Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PEFRL ( ITSL OFCDs). Upon the Scheme coming into effect, the ITSL OFCDs were converted into 4,59,77,011 (Four Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PEFRL. The equity shares of PEFRL are proposed to be listed on the BSE and the NSE pursuant to the Scheme On or aft er the Effective Date, but prior to the listing of PEFRL, the Acquirer and/or its Affiliates may make an Offer to the public shareholders of PEFRL based on the price per share of Rs. 175/- (One Hundred and Seventy Five only). The number of equity shares of PEFRL accepted by the Acquirer in terms of the Offer shall not exceed the Offer Shares. It is hereby clarified that if the number of equity shares tendered exceed the Offer Shares, then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable manner. The decision of the Board of Directors (or a committee thereof) of the Acquirer in this behalf shall be final and binding. The promoters of the Demerged Company shall not be entitled to participate in the Offer. b) V. 1. a. b. c. d. e. f. 2. a. 3. a. i. ii. ii. c) Note: Additionally, as of March 31, 2013, there are 9,820,000 warrants held by the promoter group, representing 7. 55% of the total number of shares of ABNL assuming full conversion of warrants. f. The brief audited financial details of ABNL for a period of the last three financial years and limited review results for the 9 months ended December 31, 2012 is as follows. (Rs Crores) Particulars 9 Months Ended Year Ended Year Ended Year Ended Dec 31, 2012 March 31, 2012 March 31, 2011 March 31, 2010 (Unaudited) (Audited) (Audited) (Audited)1 7,385. 41 8,623. 22 6,522. 10 4,898. 26 239. 27 21. 08 21. 06 6,293. 45 345. 39 30. 43 30. 41 5,678. 9 379. 69 35. 84 34. 98 5,400. 75 283. 40 28. 81 27. 62 4,661. 51 Total Income Profit After Tax Basic Earning Per Share (Rs) Diluted Earnings Per Share (Rs) Shareholder’s Funds Notes: d) e) i. 1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format g. As of December 31, 2012, ABNL has the following contingent liabilities: Particulars Claims against the company not acknowledged as debts A B C D h. i. j. k. In respect of Income Tax matters In respect of excise custom matters In respect of service tax matters In respect of sales tax matters 39. 89 76. 35 8. 48 28. 63 (Rs in Crores) b. c. ii. d. iii. iv. i) ii) ABNL is presently listed on the BSE Limited (BSE) (Scrip Code: 500303) and the National Stock Exchange of India Limited (NSE) (jointly with BSE, the Stock Exchanges) (Ticker: ABIRLANUVO), ISIN: INE069A01017) ABNL has complied with the conditions of corporate governance as stipulated in clause 49 of the listing agreements with the Stock Exchanges. ABNL has not been prohibited by the Securities and Exchange Board of India from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, or under any of the regulations made under the SEBI Act The details of the Compliance Officer of ABNL are as follows: Name: Tel: Fax: Email: Mr. Devendra Bhandari 022 -66525000 022-66525821 devendra. [emailprotected] om Address: A-4 Aditya Birla Centre, S. K. Ahire Marg Worli, Mumbai 400 030 e. f. g. h. i. j. 4. a. v. vi. 3. 1. PETER ENGLAND FASHIONS AND RETAIL LIMITED (TARGET COMPANY) Peter England Fashions and Retail Limited (CIN: U18101MHPLC2007233901) is a public limited company incorporated on April 19, 2007 under the Companies Act. The name of the company has not been changed since incorporation. Vide an online application dated April 11, 2013, the company has applied to the Ministry of Corporate Affairs, for change of its name from Peter England Fashions and Retail Limited to Pantaloons Fashion Retail Limited. The application is under process. The registered office of PEFRL is situated at 701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri East, Mumbai 400 059. b. vii. As per the Scheme, the name of PEFRL is to be changed to PANTALOONS FASHION RETAIL LIMITED post approval by the concerned registrar of companies. Vide an online application dated April 11, 2013, the company has Continued c. Subject to the receipt of statutory approval, the Acquirer and PAC shall complete all procedures relating to this Offer within 10 working days from the date of closure of the tendering period to those Equity Shareholders whose share certificates and/ or other documents are found valid and in order and are accepted for acquisition by the Acquirer. The Acquirer shall be responsible to pursue all statutory approvals required by the Acquirer in order to complete this Offer without any default, neglect or delay Where any statutory approval extends to some but not all the Equity Shareholders, the Acquirer shall have the option to make payment to such Equity Shareholders in respect of whom no statutory approvals are required in order to complete this Offer Date April 20, 2013 April 23, 2013 April 26, 2013 May 6, 2013 May 7, 2013 May 20, 2013 May 27, 2013 June 3, 2013 8. b. 6. the closure of the Tendering Period, i. e. , not later than May 20, 2013 in accordance with the instructions to be specified in the Offer Letter and in the Form of Acceptance The Form of Acceptance along with Share Certificates / copy of delivery instruction to DP and other relevant documents shall be sent to the Registrar to the Offer only. The same shall not be sent to the Acquirer, PAC, Advisor or PEFRL. Procedure for acceptance of this Offer by Equity Shareholders/owners of Equity Shares who have sent Equity Shares in physical form for transfer or those who did not receive the Offer Letter: In case of non-receipt of the Offer Letter, beneficial holders holding Equity Shares in dematerialized form, may send their applications in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of Equity Shares held, number of Equity Shares offered, DP name, DP ID, beneficiary account number and photocopy of the delivery instruction in Off-market, or counterfoil of the delivery instruction in Off-market mode, duly acknowledged by the DP, in favor of the special depository account opened by the Registrar to the Offer for receiving Equity Shares tendered during the Offer (Special Depository Account), along with duly acknowledged letter by his/her Depository Participant addressed to the Registrar instucting the Registrar to facilitate the transfer of securities he ld under Suspended ISIN (the format of which is a part of the Form of Acceptance, which may be obtained from the website of the Registrar at www. linkintime. co. in, so as to reach the Registrar to the Offer on or before the date of closure of the Offer. Also alternatively, the Equity Shareholders may apply on the Form of Acceptance obtained from the website from the Registrar at www. inkintime. co. in In case of non-receipt of the Offer Letter, the eligible person(s), holding Equity Shares of the Target Company in physical form, may send his / her / their consent on plain paper stating the name, address, number of Equity Shares held, distinctive numbers, certificate numbers and the number of Equity Shares offered along with the share certificates, duly signed transfer forms and other required documents to the Registrar to the Offer so as to reach them on or before the date of closure of the Offer. Also, alternatively, the Equity Shareholders may apply on the Acceptance Form obtaine d from the website of the Registrar at www. inkintime. co. in The number of equity shares of PEFRL accepted by the Acquirer in terms of the Offer shall not exceed the Offer Shares. It is hereby clarified that if the equity shares tendered exceeds the Offer Shares, then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable manner. The decision of the board of directors (or a committee thereof) of ITSL in this behalf shall be final and binding. The detailed procedure for tendering the shares in the Offer will be available in the Offer Letter. ADVISOR TO THE OFFER d. e. 7. a. VI. TENTATIVE SCHEDULE OF ACTIVITIES Activity Identified Date* Publication of Detailed Public Statement (DPS) in the newspapers Date by which Offer Letter will be dispatched to Equity Shareholders Date of publication of the Offer Opening Public Announcement (announcement of the commencement of the Tendering Period) Date of commencement of Tendering Period (Offer Opening Date) Date of expiry of Tendering Period (Offer Closing Date ) Last Date for publication of post offer public announcement in the newspapers where the DPS has been published Date by which all requirements including payment of consideration would be completed JM Financial Institutional Securities Private Limited 141, Maker Chambers III, Nariman Point, Mumbai – 400 021 Tel: +91 22 6630 3030 Fax: +91 22 2202 8224 Contact Persons: Ms Lakshmi Lakshmanan / Ms. Feliciana Fernandes Email: pfrl. [emailprotected] com REGISTRAR TO THE OFFER *The Identified Date is for the purpose of determining the Equity Shareholders as on s uch date to whom the Offer Letter would be mailed. VII. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 1. The Offer Letter with the Form of Acceptance will be mailed to the Equity Shareholders, whose names appear on the register of members of PEFRL and to the beneficial owners of the Equity Shares whose names appear in the beneficial records of the respective depositories as of the close of business on the Identified Date. Equity Shareholders can also download the Offer Letter and the Form of Acceptance from the website of the Registrar at www. linkintime. co. in or obtain a copy from the Registrar to the Offer. Equity Shareholders who wish to accept this Offer can hand-deliver the Form of Acceptance along with the other documents required to accept this Offer, at any of the collection centers mentioned in the Offer Letter so as to reach the Registrar to the Offer during business hours on or before 5. 00 pm on May 20, 2013, i. e. the closure of the Tendering Period, in accordance with the procedure as set out in this DPS and in the Offer Letter. Equity Shareholders who cannot hand deliver their documents at the collection centers referred to above, may send the same by registered post with acknowledgement due or by courier, at their own risk and cost, to the Registrar to the Offer at its address as mentioned below so as to reach the Registrar before close of business on May 20, 2013 i. e. the closure of the Tendering Period. Equity Shareholders who wish to tender their Equity Shares, held in physical form, will be required to send the Form of Acceptance, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer, either by hand delivery or registered post on weekdays, at their sole risk, so as to reach the Registrar to the Offer, on or before 9. VIII. OTHER INFORMATION The Acquirer and PAC accept full responsibility for the information contained in this DPS and also for fulfillment of the obligations of the Acquirer as laid down herein. The Acquirer and PAC shall be jointly and severally responsible for ensuring compliance with the obligations laid down herein. This DPS and the Offer Letter (including Form of Acceptance) will be made available on the Registrars website at www. linkintime. co. in. All capitalized terms used in this DPS but not defined herein will have the same meaning as defined in the Offer Letter. 2. 3. 4. 5. Place: Mumbai Date: April 22, 2013 Link Intime India Private Limited C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West), Mumbai 400 078 Tel: +91 22 25967878, Fax: +91 22 25960329 Contact Person: Mr. Pravin Kasare Email: pefrl. [emailprotected] co. in