|
| Exchange Disseminated Time | SPA Merchant Bankers Ltd ("Manager to the buy back Offer") on behalf of FDC Ltd ("Target Company") has informed this Public Announcement ("PA") to the Shareholders / Beneficial Owners of the equity shares of the Target Company, is in compliance with and is made pursuant to the provisions of Regulation 15(c) and (d) of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended thereto ("SEBI Buyback Regulations") and contains the disclosures as specified in Schedule II to the SEBI Buyback Regulations.
Offer for Buyback of Equity Shares from Open Market through Stock Exchange(s)
The Board of Directors of the Target Company at its meeting held on May 26, 2012, and the members of the Company by passing a special resolution through Postal Ballot, the results of which were announced on August 17, 2012 in the Annual General Meeting of the Company approved the Buyback of the fully Paid-up Equity Shares of face value of Re. 1 each of the Company in accordance with the provisions contained in article 48(d) of the articles of association of the Company and in accordance with the provisions of sections 77A, 77AA, 77B and all other applicable provisions of the Companies Act, 1956 ('the Art') and the SEBI Buyback Regulations.
The Buyback is proposed to be done from the open market through the Stock Exchanges using the electronic trading facilities of National Stock Exchange of India Ltd ("NSE") and BSE Ltd ("BSE"), being the Stock Exchanges where the Company's Equity Shares are listed.
The aggregate Paid-up Equity Share Capital and the Free Reserves as on March 31, 2012 is Rs. 68,561.19 lacs. The funds deployed for the Buyback shall not exceed 25% of the Paid-up Equity Share Capital and Free Reserves. The Maximum Buyback consideration proposed in the Buyback is Rs. 5,000 lacs, which is 7.29% of the Paid-up Equity Share Capital and Free Reserves.
The Equity Shares of the Company are proposed to be bought back at a maximum price of Rs. 110 per Equity Share in terms of this resolution.
The aggregate Paid-up Equity Share Capital as on March 31, 2012 is Rs. 183,706,677. As per the provisions of Section 77A(2)(c) of the Companies Act, 1956, the Buyback of Equity Shares in any financial year shall not exceed 25% of its total Paid-up Equity Share Capital in one financial year. The maximum number of Shares proposed to be bought back is 62,50,000 which is less than 25% of the total Paid-up Equity Share Capital.
The Company has approved the Buyback of its equity shares of face value Rs. 1 each upto a quantity not exceeding 62,50,000 equity shares ("Maximum Offer Shares") and at a price not exceeding Rs. 110 per share (Rupees One Hundred and Ten Only) ("Maximum Offer Price") and upto a maximum limit of Rs. 5,000 lacs (Rupees Five Thousand Lacs Only) ("Maximum Offer Size"). The minimum number of shares proposed to be bought back are 15,62,500 (Minimum Offer Shares).
Proposed Time Table:
Date of Board Meeting approving the Buyback - May 26, 2012
Date of completion of dispatch of notice along with Postal Ballot - July 13, 2012
Date of Declaration of Results - August 17, 2012
Date of Public Announcement - August 22, 2012
Date of opening the Buyback - September 03, 2012
Acceptance of Shares - As per relevant payout dates of the Exchange(s)
Verification of shares accepted in physical mode - Within 7 days from the Payout day
Extinguishment of Shares - Within 15 days of the acceptance of equity shares as mentioned above provided the Company shall ensure that all equity shares bought back are extinguished within 7 days from the last date of completion of Buyback.
Last Date for the Buyback - August 16, 2013 (i.e. 12 months from the date of the approval of the shareholders through Postal Ballot) or in case Maximum Offer Shares have been bought back or Maximum Offer Size has reached, whichever is earlier. However the Board of Directors of the Company reserves the right to decide to close the Buyback offer at an earlier date, in the event Minimum Offer Shares have been purchased under the Buyback even if Maximum Offer size has not been reached or Maximum Offer shares have not been bought back by giving appropriate notice of such date and completing all formalities in this regard as per laws and regulations. All payment obligations in respect of Buyback shall be completed prior to the closure of the Buyback. (For more details kindly refer Corporate Announcements on www.bseindia.com). |
|
|