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| Exchange Disseminated Time | Emkay Global Financial Services Ltd ("Manager to the Buyback") on behalf of eClerx Services Ltd ("Target Company") has informed this Public Announcement ("Announcement" or "PA"), pursuant to the provisions of Regulation 15 (c) read with Regulation 15(d) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, for the time being in force including any statutory modifications and amendments from time to time (“Buy-back Regulations”) and contains the disclosures as specified in Schedule II to the Buy-back Regulations.
The Buy-back:
The Target Company hereby announces the buy-backof It's fully paid-up equity shares of lace value Rs. 10/-each (“Equity Shares") from the open market through stock exchanges using the electronic trading facilities of National Stock Exchange India Ltd (“NSE”) and BSE Ltd ("BSE") (together “Stock Exchanges”) in accordance with the provisions of Sections 77A, 77AA and 77B of the Companies Act, 1956 (the "Act") and the Buy-back Regulations and the Articles of Association of the Company at a price not exceeding Rs. 825/- per Equity Share (“Maximum Offer Price”) payable in cash, for an aggregate amount not exceeding Rs. 40.50 crores ("Maximum Offer Size") from the existing owners of Equity Shares, other than those who are the Promoters and persons in control holding Equity Share of the Company (the "Buy-back"). The Maximum Offer Size represents about 9.88% of the aggregate of the Company total paid-up equity capital and free reserves of Rs. 409.82 crores as on March 31, 2013 (the date of latest standalone audited accounts as on the date of Board meeting approving the Buy-back i.e. August 8, 2013).
The Company proposes to Buy-back its fully paid-up Equity Shares upto 6,00,000 Equity Shares (“Maximum Offer Shares”) and minimum of 3,00,000 Equity Shares (“Minimum Offer Shares”) at a price not exceeding Rs. 825/- per Equity Share payable in cash for an aggregate amount of upto Rs. 40.50 crores.
The actual number of Equity Shares bought back would depend upon the average price paid for the Equity Shares bought back and the amount deployed in the Buy-back in accordance with Board resolution passed on August 08, 2013.
Proposed Time Table :
Board meeting approving the Buy-back - August 8, 2013
Date of commencement of the Buy-back - August 27, 2013
Acceptance of Equity Shares - Within relevant payout dates of the Stock Exchanges
Verification of Equity Shares accepted in physical mode - Within 15 days of relevant payout date
Extinguishment of Equity Shares bought back - Within 15 days of the succeeding month and in any case, within 7 days from the last date of completion of Buy-back in the manner specified in the Buy-back Regulations.
Last date for completion of Buy-back - February 26, 2014 (i.e. 6 months from the date of opening of the Buy-back). However, the Board in its absolute discretion may decide to close the Buy-back at an earlier date in the event of Minimum Offer Size being utilized under Buy-back, even if the Maximum Offer Size has not been reached or the Maximum Offer 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. The Board will close the Buy-back at an earlier date if the amount utilised in the Buy-back is equal to Maximum Offer Size or Maximum Offer Shares bought back. |
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