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| Exchange Disseminated Time | Anand Rathi Advisors Ltd ("Manager to the Buyback") on behalf of De Nora India Ltd ("Target Company") has informed this Public Notice cum Public Announcement to the Equity Shareholders / Beneficial Owners of the equity shares of the Target Company, in compliance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended.
The Target Company hereby announces the buyback (“Buy Back”) of its fully paid-up Equity Shares of face value Rs.10/- each ("Equity Shares") from the existing owners of Equity Shares of the Company, other than the Promoters of the Company from the open market through stock exchange(s) in accordance with the provisions of Sections 77A, 77AA, 77B and other applicable provision, if any, of the Companies Act , 1956 (the "Act") and the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 ("Regulations") and the relevant provisions of Memorandum of Association and Articles of Association of the Company and at a maximum price not exceeding Rs. 105/- per Equity Share (“Maximum Buyback Price”) payable in cash, for an amount of upto Rs. 258.83 lacs (“Offer size”). The aggregate paid-up capital and free reserves of the Company as on December 31, 2010 (the date of last audited accounts) was Rs. 2599.49 lacs and the Offer Size represents approximately 10% of the aggregate of the Company’s paid-up capital and free reserves, which is within the maximum limit of 10% paid-up equity capital and free reserves of the Company. The Buyback has been approved by its Board of Directors at their meeting held on November 03, 2011.
The maximum number of Equity shares that a Company can Buyback in any financial year shall not exceed twenty five percent of the total paid-up equity capital of the Company in that financial year as per section 77A of the Act.
The Buyback will be implemented from the open market through Bombay Stock Exchange Ltd (“BSE”) and the National Stock Exchange of India Ltd (“NSE”) (“Stock Exchanges”) using their nationwide electronic trading facilities. The Company shall not Buy back its equity shares from any person through negotiated deals whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the Buy back.
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 amount deployed in the Buyback. At the proposed Maximum Buyback Price of Rs. 105/- per Equity Share and for an aggregate amount of Rs. 258.83 Lacs, the maximum number of Equity Shares that can be bought back would be 2,46,500 Equity Shares which would be 4.44% of the pre-buyback Paid up Equity Share Capital of the Company. Should the average purchase price be lower than Rs. 105/- per Equity Share, number of equity shares that can be bought back would be more, assuming deployment of an aggregate amount of Rs. 258.83 Lacs. The Company proposes to Buyback a minimum of 62,000 Equity Shares (“Minimum Offer Shares”) and a maximum of 2,46,500 Equity Shares (“Maximum Offer Shares”) during the offer period.
Proposed Time Table of Buy back:
Board Meeting approving Buyback - November 03, 2011
Date of opening of the Buyback - December 01, 2011
Acceptance of Equity Shares - The relevant payout dates of the Stock Exchanges
Verification of Acceptance of Equity Shares in the physical mode - Within 15 days of the relevant payout dates
Extinguishment of Shares - Within 15 days of acceptance or verification of Equity Shares as mentioned above. Further, all the Equity Shares bought back will be extinguished within 7 days of the last date of completion of Buy-back.
Last Date for the Buyback - November 02, 2012 (i.e. 12 months period from the date of the resolution passed by the Board at its meeting held on November 03, 2011) or in case Maximum Offer Equity Shares have been bought back or Maximum Offer Size have reached, whichever is earlier. However, the Board in its absolute discretion may decide to close the Buy-back at an earlier date, in the event Minimum Offer Equity Shares have been purchased under the Buyback even if Maximum Offer Size has not been reached or Maximum Offer Equity 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 in respect of Buy-back shall be completed by the last date of the Buy-back.
Specified Date - Not applicable as the Buyback is proposed to be implemented through open market purchase through stock exchanges using the electronic trading facilities.
(For more details kindly refer Corporate Announcements on www.bseindia.com). |
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