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| Exchange Disseminated Time | Yes Bank Ltd ("Manager to the Buy back Offer), on behalf of Panama Petrochem Ltd ("Target Company") has informed this Public Announcement ("PA") to the Equity Shareholders / Beneficial Owners of the equity shares of the Target Company, pursuant to the provisions of Regulation 15(d) read with Regulation 15(c) and other applicable Regulations of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended thereto (“Buyback Regulations”) and contains the disclosures as specified in Schedule II to the Buyback Regulations.
The Buy back Offer:
The Board of Directors of the Target Company at its meeting held on February 14, 2013 (“Board Meeting”) unanimously approved the proposal for buyback (“Buyback”) of fully paid up equity shares of the face value of Rs. 10/- each (“Equity Shares”) of the Company from the existing shareholders of Equity Shares of the Company other than the promoters / persons who are in control of the Company from the open market using the electronic facility of the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”) where the company’s Equity Shares are listed (together “the Stock Exchanges”), in accordance with the
provisions contained in the Article 5(g) of the Articles of Association of the Company, Section 77A, 77AA, and 77B and other applicable provisions of the Companies Act, 1956 (“Act”) and the provisions contained in the Buyback Regulations subject to other applicable laws, approvals, if any, as may be necessary, from time to time from statutory / regulatory authorities including but not limited to Securities and Exchange Board of India (“SEBI”), Stock Exchange(s), Reserve Bank of India (“RBI”) etc. as may be required and further subject to such conditions as may be prescribed by such authorities while granting such approvals which may be agreed to by the Board of Directors of the Company (“Board of Directors”).
Pursuant to (a) the provisions contained in the Article 5(g) of the Articles of Association of the Company, (b) Section 77A, 77AA, and 77B and other applicable provisions of the Act and (c) the provisions contained in the Buyback Regulations, this Buyback offer has been authorized by the Board of Directors of the Company at its meeting held on February 14, 2013.
The Board of Directors has approved a maximum limit of up to Rs. 17.87 Crore excluding brokerage costs, turnover charges, taxes such as securities transaction tax, service tax and relevant stamp duty (collectively referred to as “Transaction Costs”) for the Buyback (“Maximum Buyback Size”). The maximum buyback limit of Rs. 17.87 Crore represents 7.97% of the aggregate of the Company’s paid up equity share capital and free reserves as at March 31, 2012 (the date of the latest audited accounts as on the date of the Board Meeting). The Company has not announced any offer to buyback its equity shares in the past, till date, in terms of the provisions of the Act or the Buyback Regulations. The Board of Directors has proposed Buyback of Equity Shares at a maximum price not exceeding Rs. 160 per Equity Share excluding Transaction Costs (“Maximum Buyback Price”). The Maximum Buyback Price has been arrived at after considering the stock market quotations, book value, return on net-worth and the possible impact of the Buyback on the earnings per share of the Company.
At the Maximum Buyback Price of Rs. 160 per Equity Share and for the Maximum Buyback Size not exceeding Rs. 17.87 Crore, the maximum number of equity shares that can be bought back would be 11,16,890 Equity Shares (“Maximum Buyback Shares”), representing 12.96% of the pre-Buyback outstanding fully paid-up Equity Shares of the Company as on date of the Board Meeting.
The Buyback is proposed to be implemented by the Company through the methodology of “Open market purchases through Stock Exchanges”, as provided in the Buyback Regulations. The Buyback will be implemented in the manner and following the procedure prescribed in the Act and the Buyback Regulations and as may be determined by the Board of Directors and on such terms and conditions, as may be permitted by law from time to time. The Equity Shares of the Company are listed on BSE and NSE. The Buyback will be made through BSE & NSE with electronic trading facility.
Proposed Timetable:
Date of the Board Meeting approving the Buyback - February 14, 2013
Date of the Public Announcement - March 01, 2013
Date of Opening of the Buyback - March 20, 2013
Verification of acceptances of the Equity Shares -Within 15 days of the relevant payout dates of the Stock Exchanges
Extinguishment of the Equity Shares - Within 15 days of acceptance of the Equity Shares subject to all Equity Shares bought back being extinguished within 7 days from the last date of completion of the Buyback.
Last Date for the completion of the Buyback - February 13, 2014 (i.e. 12 months from the date of the Board Meeting) or when the Company completes the Buyback to the extent of Rs 17.87 Crore or at such earlier date as may be determined by the Board of Directors in the event Minimum Buyback Shares have been bought back, even if the Maximum Buyback Size has not been reached, by giving appropriate public notice for such earlier date, if any. |
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