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| Exchange Disseminated Time | Kotak Mahindra Capital Company Ltd ("Manager to the Open Offer") has submitted to BSE a Copy of Open offer (“Offer”) for acquisition of up to 27,850,929 fully paid -up equity shares of face value of INR 10 (Indian Rupees ten) each (“Equity Shares”), representing 25% (twenty five percent) of the fully diluted voting equity share capital of Xchanging Solutions Ltd (“Target Company”) by CSC Computer Sciences International Operations Limited (“Acquirer”) along with Computer Sciences Corporation (“CSC”) and CSC Technologies India Private Limited (“CSC India”) (CSC and CSC India are collectively referred to as “PACs”), in their capacity as the persons acting in concert with the Acquirer, from the Public Shareholders of the Xchanging Solutions Ltd ("Target Company"). Save and except for the PACs and entities mentioned at clause 2.3 herein under, no other person is acting in concert with the Acquirer for the purpose of this Offer, pursuant to and in compliance with Regulations 3, 4 and 5(1), and other applicable regulations of the SEBI (SAST) Regulations.
For the purpose of this Public Announcement, “Public Shareholders” shall mean all the public shareholders of the Target Company excluding (i) the shareholders forming a part of the promoter / promoter group of the Target Company and (ii) the persons acting in concert or deemed to be acting in concert with the Acquirer.
Offer Details:
Offer Size: Up to 27,850,929 Equity Shares, representing 25% (twenty five percent), of the fully diluted voting equity share capital of the Target Company (“Voting Share Capital”), as of the 10th (tenth) working day from the closure of the tendering period.
Price / consideration: INR 37.63 (Indian Rupees Thirty Seven and Paise Sixty Three only) per Equity Share (“Offer Price”) amounting to a total of Indian Rupees 1,048,030,458.27 (Indian Rupees One Billion Forty Eight Million Thirty Thousand Four Hundred Fifty Eight and Paise Twenty Seven Only). The Equity Shares are not frequently traded in terms of Regulation 2(1) (j) of the SEBI (SAST) Regulations. The Offer Price has been calculated in accordance with Regulation 8(4) of the SEBI (SAST) Regulations, since it is incapable of being determined under any of the parameters specified in Regulation 8(3) of the SEBI (SAST) Regulations. |
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