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| Exchange Disseminated Time | SPA Capital Advisors Ltd ("Manager to the buyback Offer") on behalf of FDC Ltd ("Target Company") has informed this Post Offer Public Announcement ("PA") to the Shareholders / Beneficial Owners of the equity shares of the Target Company regarding completion of Buy-Back Offer in compliance with Regulation 19(7) 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”).
Offer for buy back of Equity Shares from open market through Stock Exchange(s)
A. The Buy-back:
The Board of Directors of the Target Company at its meeting held on May 26, 2012, and the members of the Company by passing a special resolution through Postal Ballot, the results of which were announced on August 17, 2012 in the Annual General Meeting of the Company approved the Buy-Back (“Buy Back”) of its fully paid-up equity shares of the face value of Rs. 1/- each (“Equity Shares” or “Shares”) from the existing registered shareholders / beneficial owners of the Equity Shares, other than Promoter, Promoter Group and persons in control of the Company, from the Open market through Stock Exchange(s) by using the electronic trading facilities of BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (herein after collectively referred to as “Stock Exchanges”) in accordance with Sections 77A, 77AA, 77B and all other applicable provisions, if any, of the Companies Act, 1956 (“the Act”), pursuant to Article 48(d) of the Articles of Association of the Company, the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 (“the Buy-Back Regulations”) and subject to approval/s as may be necessary, from time to time from statutory authorities including but not limited to SEBI, Reserve Bank of India, Stock Exchanges as may be required, at a price being less than or equal to ` 110/- per Equity Share (“Maximum Offer Price”) payable in cash, for an aggregate amount not exceeding ` 50,00,00,000 (Rupees Fifty Crores only) (“Maximum Offer Size”). The minimum and maximum number of Equity Shares that the Company proposed to Buy-Back under the offer were 15,62,500 (“Minimum Offer Shares”) and 62,50,000 Equity Shares (“Maximum Offer Shares”) respectively. A Public Announcement (“PA”) to this effect was published on August 22, 2012. The Buyback Committee of the Company in their meeting held on August 14, 2013 announced the closure of the Buy Back with effect from August 16, 2013.
The Buy-Back was effected by the Company by way of open market purchases through Stock Exchanges using its nationwide electronic trading facilities.
The Buy-Back commenced on September 03, 2012 and closed on August 16, 2013. Till closure of Buy-Back, the Company has utilized Rs. 4,651.17 lakhs, being 93.02% of the total amount authorized for the Buy-Back.
B. Details of the Buy-back:
The total number of Equity Shares bought back under the Buy-back offer is 50,87,343, being 81.40% of the Maximum Offer Shares pursuant to the Buy-Back offer.
The price at which the Shares were bought back during the Buy-Back offer was dependent on the then prevailing market price
on the Stock Exchanges. The highest price at which the Equity shares were bought back was Rs. 97.30 per Equity Share while the lowest price was Rs. 83.00 per Equity Share. The Average price at which the Shares were bought back is Rs. 91.43.
The total amount invested in the Buy-Back is Rs. 4,651.17 lakhs.
Since the Buy-Back was done only through order matching mechanism from the Open Market through Stock Exchanges, the
identity of shareholders from whom Shares exceeding one percent of the total Shares were bought back is not known to the
Company. |
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