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| Exchange Disseminated Time | HDFC Bank Ltd ("Manager to the Buyback") on behalf of Aptech 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 Regulation 15(c) and Regulation 15(d) read with Regulation 8(1) and in compliance with other applicable provisions of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended (“Buy-back Regulations”) and contains disclosures as specified in Schedule II to these Buy-back Regulations.
Offer for Buy-back of Equity Shares from Open Market through Stock Exchange(s)
Details of the Offer & Buy-back Price:
The Target Company hereby announces its intention to buy-back its fully paid-up equity shares of face value Rs. 10 each ("Equity Shares") from the existing shareholders/beneficial owners, other than the promoters/ persons who are in control of the Company, from the open market through stock exchanges pursuant to Article 57 of the Articles of Association of the Company and in accordance with Sections 77A, 77AA and 77B and all other applicable provisions, if any of the Companies Act, 1956 (“Act") and the Buy-back Regulations. The Company intends to buy-back Equity Shares at a price not exceeding Rs. 82 /- (Indian Rupees Eighty two) per Equity Share payable in cash (the “Maximum Offer Price"), for an aggregate amount up to but not exceeding Rs. 64,65,60,816/- (Indian Rupees Sixty four crores sixty five lakhs sixty thousand eight hundred sixteen) (the "Maximum Offer Size") which is 24.99 % of the Company’s total paid-up capital and free reserves as on March 31, 2013 (the date of the last audited accounts, which have been approved by the Board and is subject to adoption by the shareholders of the Company).
The buy-back will be implemented by the Company by way of open market purchases through the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE"), (collectively referred to as “Stock Exchanges’), using their electronic trading facilities. The Company shall not buy-back its Equity Shares from any person through negotiated deals, whether on or off the Stock Exchanged) or through spot transactions or through any private arrangement in the implementation of the buy-back.
Section 77A of the Act read with the Buy-back Regulations, inter alia, permits buy-back by a company up to 25% (twenty five per cent) of the total paid-up equity capital and free reserves of the company, in case such buyback is authorized by way of a special resolution passed in the general meeting of the company authorizing the buy-back. The Companies (Passing of the Resolution by Postal Ballot) Rules, 2011 (“Postal Ballot Rules”) provides that the resolution in relation to the buy-back of its shares by a company is required to be passed by way of postal ballot. Pursuant to the provisions contained in (i) Article 57 of the Articles of Association of the Company; (ii) Sections 77A, 77AA, 77B, 192A and all other applicable provisions, if any, of the Act; (iii) Postal Ballot Rules; and (iv) the provisions contained in the Buy-back Regulations; the present offer for buy-back of Equity Shares of the Company from the open market through the Stock Exchange(s) has been authorised by the Board of Directors of the Company ("the Board”) at its meeting held on May 13, 2013, subject to the approval of the shareholders of the Company. Notice to the shareholders of the Company for approving the Buy-back by way of postal ballot had been dispatched on June 03, 2013, along with the explanatory statement containing the disclosures as required under Part A of Schedule II of the Buy-back Regulations. The shareholders have approved the Buy-back in accordance with the provisions of section 192A of the Act read with the Postal Ballot Rules. The results of the postal ballot were declared on July 06, 2013.
During the Buyback offer period the Company proposes to buyback a minimum of 19,71,222 (nineteen lakhs seventy one thousand two hundred twenty two) Equity Shares i.e., Minimum Offer Shares and a maximum of 78,84,888 (seventy eight lakhs eighty four thousand eight hundred eighty eight) Equity Shares i.e., Maximum Offer Shares.
The Proposed Time Table:
Board Meeting approving buy-back - May 13, 2013
Date of Public Announcement - July 07, 2013
Date of opening the buy-back July 24, 2013
Acceptance of Equity Shares - Within 15 (fifteen) days of the relevant pay-out dates of the Stock Exchanges
Extinguishment of Equity Shares/certificates - Within 15 (fifteen) days of acceptance of Equity Shares as mentioned above, provided that the Company shall ensure that the Equity Shares bought back are extinguished within 7 (seven) days of the last day of completion of the buy-back.
Last Date for the buy-back - * July 05, 2014 (that is 12 months from the date of declaration of the results of the postal ballot approving the Buy-back); or
* when the Company has completed buy-back; or
* such earlier date as may be determined by the Company at anytime on buy-back of the Minimum Offer Shares even if the Maximum Offer Shares has not been bought back (by giving appropriate notice for such earlier date, if any), whichever is earlier. |
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