|
| Exchange Disseminated Time | Anand Rathi Advisors Ltd ("Manager to the Buyback") on behalf of Allied Digital Services Ltd ("Target Company" or "Company") has informed this Public Announcement ("PA") to the Equity Shareholders / Beneficial Owners of the equity shares of the Target Company, in compliance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended.
Offer for Buy Back of Equity Shares from Open Market through Stock Exchange(s)
The Buy Back:
The Target Company hereby announces the buyback ("Buyback") of its fully paid-up equity shares of the face value of Rs. 5/- each (Equity Shares) from the existing owners of Equity Shares of the Company, other than the Promoters of the Company from the open market through stock exchanges in accordance with the provisions of Sections 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 ("the Act") and Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998 ("Regulations") and the relevant provisions of Memorandum of Association and Articles of Association of the Company and at a maximum price not exceeding Rs. 140/- per Equity Share ("Maximum Buyback Price") payable in cash, for an amount of upto Rs. 28 crores ("Offer size"). The aggregate paid-up capital and free reserves of the Company as on March 31, 2010 (the date of last audited accounts) was Rs. 633.24 crores and the Offer Size represents approximately 4.42% of the aggregate of the Company's paid-up capital and free reserves, which is within the maximum limit of 10% paid-up equity capital and free reserves of the Company. The Buyback has been approved by its Board of Directors at their meeting held on February 18, 2011 and a Public notice has been issued in this regards on February 20, 2011 and a corrigendum has been issued on March 12, 2011.
The Buyback will be implemented from the open market through Bombay Stock Exchange Ltd ("BSE") and the National Stock Exchange of India Ltd ("NSE") ("Stock Exchanges") using their nationwide electronic trading facilities. The Company shall not Buy back its equity shares from any person through negotiated deals whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the Buy back.
The actual number of Equity Shares to be bought back would depend upon the average price paid for the Equity Shares bought back and the amount deployed for the Buyback. At the proposed Maximum Buy-Back Price of Rs. 140/- per Equity Share and for an aggregate amount of Rs. 28 Crores, the maximum number of Shares that can be bought back would be 20,00,000 Equity Shares which would be 4.27% of the pre-buyback Paid up Equity Share capital of the Company. Should the average purchase price be lower than Rs. 140/- per Equity Share number of equity shares that can be bought back would be more, assuming deployment of an aggregate amount of Rs. 28 Crores. The Company proposes to Buyback a minimum of 5,00,000 Equity Shares ("Minimum Offer Shares") and a maximum of 20,00,000 Equity Shares ("Maximum Offer Shares") during the offer period.
The maximum price of Rs. 140/- per Equity Share has been arrived at after taking into consideration the book value, the market value as well as the liquidity of the shares on the stock Exchanges and the possible impact of the Buy-back on the Company’s earnings per share. The Maximum Buyback price offers a premium of 47.76% and 50.46% over the closing prices on the BSE and NSE respectively prevailing on February 21, 2011 i.e. the date immediately after the date of meeting of the Board of Directors for approving the resolution of the Buyback.
Proposed Time Table of Buy back
Board Meeting approving Buyback - February 18, 2011
Date of Opening of the Buyback - April 25, 2011
Acceptance of Equity Shares - the relevant payout dates of the Stock Exchanges
Verification of acceptance of Equity Shares in the physical mode - Within 15 days of the relevant payout dates
Extinguishment of Shares - Within 15 days of acceptance or verification of Equity Shares as mentioned above. Further, all the Equity Shares bought back will be extinguished within 7 days of the last date of completion of Buy-back.
Last Date for the Buyback - February 17, 2012 (i.e. 12 months period from the date of the resolution passed by the Board at its meeting held on February 18, 2011) or in case Maximum Offer Shares have been bought back or Maximum Offer Equity Share Size have reached, whichever is earlier. However, the Board in its absolute discretion may decide to close the Buy-back at an earlier date, in the event Minimum Offer Equity Shares have been purchased under the Buyback even if Maximum Offer Size has not been reached or Maximum Offer Equity Shares have not been bought back by giving appropriate notice of such date and completing all formalities in this regard as per relevant laws and regulations. All payment obligations in respect of Buy-back shall be completed by the last date of the Buy-back. |
|
|