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| Exchange Disseminated Time | SPA Capital Advisors Ltd ("Manager to the Buyback") on behalf of Garware Wall Ropes Ltd ("Target Company") has informed this Public Announcement ("PA") to the Equity Shareholders / Beneficial Owners of the equity shares of the Target Company, is in compliance with and is made pursuant to the provisions of Regulation 15(c) and (d) of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended thereto (“Buyback Regulations”) and contains the disclosures as specified in Schedule II to the Buyback Regulations.
Offer for Buyback of Equity Shares from Open Market through Stock Exchange(s)
The Board of Directors of the Target Company at its meeting held on September 24, 2013, has approved the proposal for Buy-back (hereinafter referred to as “the Buy-back”) of its own fully paid-up Equity Shares of face value of Rs. 10/- each (the “Equity Shares”) from the open market using the electronic trading facilities of the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”), being the Stock Exchanges where the Company’s Equity Shares are listed (together the “Stock Exchanges”), in accordance with the provisions of Sections 77A and 77B and all other applicable provisions of the Companies Act, 1956, as applicable and Section 69 and Section 70(1) and all other applicable provisions of the Companies Act, 2013 (both collectively referred to as “the Act”) and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (“Buy back Regulations”) and Article 24 of the Articles of Association of the Company and subject to such other approvals, permissions and sanctions as may be necessary from statutory authorities including but not limited to the Securities and Exchange Board of India (“SEBI”), Stock Exchanges, Reserve Bank of India (“RBI”) as may be required and further subject to such conditions as may be prescribed or imposed by these authorities while granting such approval(s), permissions and sanctions which may be agreed to by the Board of Directors of the Company (which term shall include the Committee of Directors, hereinafter referred to as the “Board”).
The Buyback is proposed to be implemented by the Company through the methodology of “Open market purchases through Stock Exchanges”, as provided in the Buyback Regulations. The Buyback will be implemented in the manner and following the procedure prescribed in the Act and the Buyback Regulations and as may be determined by the Board and on such terms and conditions, as may be permitted by law from time to time.
The Equity Shares are proposed to be bought back at a price not exceeding Rs. 65/- per Equity Share, (“Maximum Buyback Price”). The Maximum Buy-Back Price does not include Transaction Costs. The Maximum Buy-Back Price has been arrived at, after considering certain parameters such as the book value, earnings trend in the recent past, the future growth, outlook for the industry and other relevant factors.
The Company has approved the Buy Back of its equity shares of face value Rs. 10/- each upto a quantity not exceeding 19,50,000 Equity Shares (“Maximum Offer Shares”) and at a price not exceeding Rs. 65/- per Equity Share (Rupees Sixty Five Only) (“Maximum Buy back Price”) and upto a maximum limit of Rs. 11 crores (Rupees Eleven Crores Only) (“Maximum Offer Size”). However, considering the maximum price of Rs. 65/- per Equity Share and Maximum Buy back Size of Rs. 11 crores, the number of shares that can be bought back are approximately 16,92,307 Equity Shares. However, the actual number of Equity Shares to be bought back would therefore vary depending on the actual price excluding Transaction Costs paid for the Equity Shares bought back and the aggregate consideration paid for the Buy-Back, subject to the Maximum Buy-Back Size.
Proposed Time Table:
Date of Board Meeting approving the Buyback - September 24, 2013
Date of Public Announcement - September 30, 2013
Date of opening the Buyback - October 10, 2013
Acceptance of Shares - As per relevant payout dates of the Exchange(s)
Verification of shares accepted in physical mode - Within 10 days from the Payout day
Extinguishment of Shares - The Equity Shares bought back and accepted during a month will be extinguished within 15 days of the succeeding month, provided that the Company shall ensure that all the Equity Shares bought back are extinguished within 7 days of the last day of completion of the Buy-Back.
Last Date for the Buyback - April 09, 2014 (i.e. 6 months from the date of opening of the offer) or in case Maximum Offer Size of Rs. 11 crores have been utilized or in case Maximum Offer Shares have been bought back, whichever is earlier. However, the Board of Directors of the Company reserves the right to decide to close the Buy-Back offer at an earlier date, in the event Minimum Offer Size of Rs. 5.50 crores (Rupees Five Crores and Fifty Lacs Only), has been utilized under the Buy Back even if 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 laws and regulations. All payment obligations in respect of Buy Back shall be completed prior to the last date of the Buy Back. the Board of Directors of the Company. |
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