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| Exchange Disseminated Time | ICRA Ltd has informed BSE about the Following:
This notice is being issued by the ICRA Ltd ("Company") pursuant to Securities and Exchange Board of India’s (“SEBI”) communication dated April 15, 2014 (“SEBI Communication”) and letter dated May 19, 2014 (“SEBI Approval”) granting its approval for the proposed change in control of the Company. Moody’s Singapore Pte. Ltd. (the “Acquirer”), a company belonging to the Moody’s group, made a conditional open offer (“Open Offer”) to acquire 26.5% of the equity share capital of the Target Company from the public shareholders of the Company, under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”). Pursuant to the closing of the tendering period on June 16, 2014, the Acquirer will be acquiring all such equity shares tendered in the Open Offer, amounting to a total of 21.55% of the equity share capital of the Company, resulting in an increase of Moody’s group’s total equity shareholding in the Company to 50.06% of the equity share capital of the Company. In connection with the Open Offer, the Acquirer has filed with SEBI a (i) public announcement dated February 21, 2014; (ii) detailed public statement dated March 03, 2014; (iii) a letter of offer dated May 22, 2014; (iv) corrigendum to the public announcement dated May 28, 2014; (v) offer open advertisement dated June 02, 2014; and (vi) post offer advertisement dated June 19, 2014 (collectively the “Offer Documents”) in compliance of the Takeover Regulations.
In terms of the SEBI (Credit Rating Agencies) Regulations, 1999, as amended from time to time, the Company is required to obtain prior approval of SEBI for any change in control of the Company. Accordingly, prior to the Open Offer, the Company filed an application dated March 03, 2014 with SEBI, pursuant to which SEBI, vide the SEBI Communication and the SEBI Approval, has, inter alia, mandated the Company to inform all its existing investors/ clients of a change in control of the Company prior to effecting such change in control.
In the above background, notice is hereby given to all the investors/ clients of the Company that, pursuant to the successful completion of the acquisition of 21.55% of the equity shares of the Company, by the Acquirer as mentioned above, there will be a change in control of the Company, and the investors/ clients are requested to take an informed decision regarding their continuance or otherwise as an investor/ client of the Company pursuant to such change in control. |
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