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| Exchange Disseminated Time | VC Corporate Advisors Pvt Ltd ("Manager to the Buyback") on behalf of Manaksia Ltd
("Target Company") has issued this Public Notice cum Public Announcement ("Public
Announcement" or "Announcement") ("PA") to the Shareholders / Beneficial Owners of equity shares of the Target Company, pursuant to the provisions of Regulation 8 (1) read with Regulation 15 (c) and is in compliance with the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 ("Buyback Regulations") as amended from time to time and contains the disclosure as specified in Schedule II to the Buyback Regulations.
The Buyback
Target Company hereby announces the buy-back of its fully paid up equity shares of the face value Rs. 2/- each ("Equity Shares") from the open market using the electronic trading facilities of the Bombay Stock Exchange Ltd ("BSE") and the National Stock Exchange of India Ltd ("NSE") ("the Stock Exchanges"), in accordance with the provisions of Sections 77A, 77AA, 77B and all other applicable provisions, if any, of the Companies Act, 1956 ("Act"), the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 ("Buyback Regulations"), and Article 4G of the Articles of Association of the Company, for a minimum of 10,00,000 Equity Shares ("Minimum Offer Shares") and a maximum of 40,00,000 Equity Shares ("Maximum Offer Shares") at a price not exceeding Rs 200/- per Equity Share ("Maximum Offer Price") payable in cash, for an aggregate amount not exceeding Rs. 5000.00 lacs ("Maximum Offer Size")from the existing owners of Equity Shares ("Buyback") other than those who are promoters, promoter group, directors of promoters, person in control and persons acting in concert holding equity shares of the Company. The Maximum Offer Size represents 9.98% of the aggregate of the Company's total paid up equity capital and free reserves as on March 31, 2009 i.e. the date of latest Standalone Audited Accounts.
The actual number of Equity Shares to be bought back would depend upon the average price paid for the Equity Shares bought back and the aggregate consideration paid for such Equity Shares bought back, subject to the maximum limit of 9.98% of the total paid up equity capital and free reserves of the Company, in accordance with the resolution passed by the Board of Directors of the Company ("Board") on April 28, 2010.
The Company shall place buy orders so long as the market price is below the Maximum Offer Price and the Buy-back will close in terms with the timetable mentioned in PA. However, it is being clarified that the Company shall have the flexibility to close the Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased.
The fact that the Board Resolution provides for the Maximum Offer Price does not indicate that the Company will or is obliged to buy or continue to buy Equity Shares, so long as the market price is below the Maximum Offer Price. Similarly, the fact that this Announcement mentions the Maximum Offer Size and Maximum Offer Shares that may be bought at a price per Equity Share not exceeding Rs. 200/- per share does not indicate that the Company will utilize or is obliged to utilize, the entire amount of Rs. 5000.00 lacs (being the Maximum Offer Size) in the Buy-back or that the Company will buy or is obliged to buy all the Maximum Offer Shares.
The maximum Buy-back Price has been arrived after considering certain parameters such as earning trend in the recent past, the future outlook for the industry/company and other
relevant factors, including but not limited to, the book value per share, post buy-back
equity capital, return on net worth and earnings per share etc. Based on the above factors, the Board has considered it appropriate to make the buyback at a maximum price of Rs. 200/- per equity share. The maximum Buy-back Price of Rs. 200/- offers a premium of
50.94% and 52.09 % over the closing prices on the BSE (Rs.132.50) and NSE (Rs. 131.50) respectively on April 27, 2010, i.e. the immediately preceding trading date of the Board meeting approving the Buy-back.
Proposed Timetable:
Board meeting approving Buyback - April 28, 2010
Date of Public Notice cum Public Announcement - April 30, 2010
Date of Opening of Buyback - May 24, 2010
Acceptance of Shares - Within the relevant payout dates of the Stock Exchanges.
Extinguishment of Shares - Within 15 days of acceptance as above
Last Date for the Buyback - April 27, 2011 (i.e. 12 months from the date of passing the
Board Resolution). However, the Board in its absolute discretion may decide to close the
Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased
under the Buy-back, even if the Maximum Offer Size has not been reached or 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. All payment obligations related to the Buy-back shall be completed by the last date for Buy-back. |
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