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| Exchange Disseminated Time | Indbank Merchant Banking Services Ltd (Manager to the Buy Back) On behalf of Amrutanjan Healthcare Ltd (Formerly Known as Amrutanjan Ltd) (Target Company or Company) has issued this Public Announcement (PA) to the Shareholders / Beneficial Owners of the Equity Shares of the Company pursuant to the Provision of Regulation 8(1) read with Regulation 15(c) and is in compliance with the Securities & Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended and contains the disclosure as specified in schedule II to these Regulations.
The Buy Back:
The Target Company hereby announces the buyback of its fully paid up equity shares of the face value Rs 10 each ("Equity Shares") from the existing owners of Equity Shares ("Buy-back") from the open market through stock exchanges using the electronic trading facilities of the Bombay Stock Exchange Ltd ("BSE") in accordance with the provisions of sections 77A, 77AA, 77B of the Companies Act, 1956 ("the Act") and the Securities and Exchange Board of India (Buyback of Securities) Regulation 1998 ("The Buyback Regulations") at a price not exceeding Rs 450/- (Rupees Four Hundred and Fifty Only) per Equity Share ("Maximum Offer Price") payable in cash for an aggregate amount not exceeding Rs 636.32 lakhs ("Offer Size"). The Offer size represents 25% of the total paid-up equity capital and free reserves of the Company as on March 31, 2008 (the date of the latest audited accounts).
The number of Equity Shares bought back would depend upon the average price paid for the Equity Shares bought back and the aggregate consideration paid for such equity shares bought back, subject to the maximum limit of 25% of the total paid up equity share capital and free reserves of the Company, in accordance with the resolution passed by the Board of Directors of the Company on October 11, 2008 and the special resolution passed by the Shareholders of the Company through Postal Ballot, the results of which were declared on November 19, 2008. There is no fixed minimum or maximum number of shares that the Company proposes to buy-back.
According to section 77A of the Companies Act, 1956, the number of equity shares that can be bought back by the Company in any financial year shall not exceed 25% of the total paid-up equity capital of the Company. Accordingly the maximum number of equity shares that can be bought back by the Company shall not more than 8,00,000 (Eight lakhs Equity Shares) being 25% of the Paid up Capital of 32.00 Lakhs equity shares of Rs 10/- each (as on date of this resolution), subject to limit of amount that can be deployed for such Buy-back.
The Buy-back of shares will be made at a maximum price of Rs 450/- per equity share, which represents a premium of approximately 91% to the 52 week low of Rs 235.00 as on March 24, 2008 and a discount of approximately 33% to the 52 week high of Rs 674.00 as on June 11, 2007. the Company by way of Open Market purchases through the BSE will implement the buy-back. The Company shall not buy-back its equity shares from any person through negotiated deal whether on or off the Stock Exchanges or through spot transaction or through any private arrangement in the implementation of the buy-back.
Proposed Time Table:
Date of Board Meeting Approving Buyback - October 11, 2008
Date of Shareholders approving the Buy-back through Postal Ballot - November 19, 2008
Date of Commencement of Buyback - December 03, 2008
Acceptance of equity Shares - Within 15 days of the relevant payout dates of the Stock Exchanges.
Extinguishment of equity Shares - Within 7 days of acceptance as above.
Last Date for the Buyback - November 18, 2009 (i.e. 12 months from the date of the announcement of the Postal Ballot results by the Chairman of the Company) or when the Company completed the buy-back to the extent of Rs 636.32 Lakhs or such earlier date as may be decided by the Board of Directors at any time (by giving appropriate notice of such earlier date if any) Whichever is earlier.
All payment obligation related to the Buy-back shall be completed by the last date for the buy-back. |
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