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| Exchange Disseminated Time | Sandesh Ltd has informed BSE about the Following:
Saffron Capital Advisors Pvt Ltd ("Manager to the Buy back Offer") on behalf of Sandesh Ltd ("Target Company") has informed this Public Announcement to the Equity shareholders / beneficial owners of Equity Shares of the Target Company for buy back of up to 9,60,000 fully paid up equity shares of face value of Rs. 10 each at a price of Rs. 302 per fully paid up equity share on a proportionate basis through the Tender Offer Process, pursuant to the provisions of Regulation 8 (1) of the SEBI (Buyback of Securities) Regulations, 1998 for the time being in force including any statutory modifications and amendments from time to time including SEBI (Buyback of Securities) (Amendment) Regulations, 2012 and contains the disclosures as specified in Part A of Schedule II to these Regulations.
Details of the Buy back Offer & Offer Price:
Pursuant to the resolution passed by the Board of Directors of The Target Company on January 16, 2013, the Company hereby announces the buyback ("the Buyback") of up to 9,60,000 fully paid-up Equity Shares of face value Rs. 10 each ("Shares" or "Equity Shares") from the existing shareholders / beneficial owners of Equity Shares of the Company, on a proportionate basis, through the tender offer process, in accordance with the provisions contained in the Article 19(a) of the Articles of Association of the Company, sections 77A, 77AA, 77B and all other applicable provisions, if any, of the Companies Act, 1956 ("the Act") and the provisions contained in the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended from time to time ("the Buyback Regulations") subject to approval(s) as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India ("SEBI"), Stock Exchanges, Reserve Bank of India, etc. at a price of Rs. 302/-per Equity Share ("Buyback Price") payable in cash, for an aggregate maximum amount of upto Rs. 2899.20 Lacs (Rupees Twenty Eight Crores Ninety Nine Lacs Twenty Thousand only) ("the Buyback Size"). The Buyback Size represents 8.72% of the aggregate of Company's paid-up Equity Share capital and Free Reserves as on March 31, 2012 which stands at Rs. 33,252.32 Lacs.
The maximum amount required by the Company for the said Buyback aggregating to Rs. 2899.20 Lacs (Rupees Twenty Eight Crores Ninety Nine Lacs Twenty Thousand only) will be met out of the free reserves and/or cash balances and/or internal accruals of the Company. The maximum amount utilized for the Buyback will not exceed 10% of the paid up Equity Share capital and Free Reserves of the Company as on March 31, 2012. The Company proposes to buy back a maximum of 9,60,000 fully paid-up Equity Shares of face value Rs. 10 each, in the proposed buyback through tender offer. The Buyback price of Rs. 302/- per Equity Share has been arrived at after considering the prevailing stock market conditions, stock performance over the last few months preceding the date on which notice to Stock Exchanges for considering the board meeting for buyback was given, i.e. January 11, 2013, and the possible impact of the Buyback on the Earnings Per Share ("EPS") and financial ratios of the Company and other relevant considerations. |
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