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| Exchange Disseminated Time | Enam Securities Pvt Ltd ("Manager to the Buyback") on behalf of Merck Ltd ("Target Company") has issued this Public Announcement ("PA") to the Equity Shareholders / Beneficial Owners of equity shares of the Target Company, pursuant to the provisions of Regulation 8(1) read with Regulation 15(C) & in compliance with the Securities & Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended thereto ("Buyback Regulations") and contains the disclosures as specified in Schedule II to the Buyback Regulations.
The Target Company hereby announces the buyback ("the Buyback") of its fully paid-up equity shares of the face value of Rs 10 each from the existing owners of equity shares of the Company other than promoters/ persons who are in control of the Company as defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and amendments thereto ("Promoters") from the open market using the electronic trading facilities of the Bombay Stock Exchange Ltd ("BSE") and the National Stock Exchange of India Limited ("NSE") ("Stock Exchanges"), in accordance with the provisions of Sections 77A, 77AA, 77B and all other applicable provisions, the Companies Act, 1956 ("Act")) and the Buyback Regulations and Article 24A of the Articles of Association of the Company and subject to such other approval/s, 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 while granting such approval(s), permissions and sanctions which may be agreed to by the Board of Directors of the Company ("Board") at a maximum price not exceeding Rs. 435/- per equity share ("Maximum Buyback Price") payable in cash, for an aggregate amount not exceeding Rs 451.1 million ("Maximum Buyback Size"). The Maximum Buyback Size represents 10% of the aggregate of the Company’s paid-up equity capital and free reserves as on December 31, 2008 (the date of the latest standalone audited accounts as on the date of the resolution dated May 20, 2009 approving the Buyback by the Board). The aggregate paid up capital and free reserves of the Company as at December 31, 2008 was Rs. 4511.3 million.
At the Maximum Buyback Price of Rs 435/- per equity share & for the Buyback Size not exceeding Rs 451.1 million, the maximum number of equity shares that can be bought back would be 1,037,011 equity shares ("Maximum Offer Shares"), representing 6.15% of the pre-Buyback outstanding fully paid up equity shares of the Company as on date of the meeting of the Board held on May 20, 2009 for approving the Buyback ("Board Meeting") Should the average purchase price be lower than Maximum Buyback Price, the number of equity shares that might be bought back would be more, assuming Buyback for the complete amount of Rs. 451.1 million. The maximum amount that will be utilized for the Buyback will not exceed 10% of the paid up equity share capital and free reserves of the Company as on December 31, 2008.
The Company proposes to buyback a minimum of 600,000 equity shares ("Minimum Offer Shares").
The maximum number of equity shares that the Company can buyback, as per Section 77A of the Act, in any financial year shall not exceed twenty-five percent of the total paid-up equity capital of the Company in that financial year.
The Maximum Buyback Price at which the Buyback will be carried out is Rs. 435/- per equity share. The Maximum Buyback Price has been arrived at after considering certain parameters such as the book value, earnings trend in the recent past, the future growth and outlook for the industry and other relevant factors. The Maximum Buyback Price offers a premium of 12.5% and l3% over the closing prices of the equity shares on the BSE and NSE respectively prevailing on May 20, 2009, i.e. the date of the Board Meeting. The closing price of the equity shares as on May 20, 2009 on BSE and NSE was Rs. 386.70/-and Rs. 385.05/- respectively. The Maximum Buyback Price of Rs. 435/- is at a premium of 26.4% and 26.6% over the closing prices on the BSE and NSE respectively prevailing on the date of intimation to the Stock Exchanges for the Board Meeting.
Schedule of activities:
Board meeting approving Buyback - May 20, 2009
Date of Public Notice - May 20, 2009
Date of Opening of Buyback - June 10, 2009
Acceptance of equity shares - Within the relevant pay-out dates of the Stock Exchanges
Extinguishment of equity shares - Within l5 days of acceptance of equity shares as mentioned above
Last Date for the Buyback - May 19, 2010 (i.e. 12 months from the date of the resolution passed by the Board at the Board Meeting) or when the Company completes the Buyback to the extent of Rs. 451.1 million, whichever is earlier, or at such earlier date as may be determined by the Board, in the event the Minimum Offer Shares have been purchased under the Buyback, even if the Maximum Buyback Size has not been reached, by giving appropriate notice of such date and completing all formalities in this regard as per relevant laws and regulations. |
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