Chartered Capital & Investments Ltd ("Manager to the Buyback") on behalf of Pennar Industries Ltd (formerly Pennar Steels Ltd) ("Target Company") has issued this Public Announcement ("PA") to the Equity Shareholders / Beneficial Owners of equity shares of the Target Company, in compliance with the Securities & Exchange Board of India (Buy- Back of Securities) Regulations, 1998, ("the Buyback Regulations") & contains the disclosures as specified in Schedule II to the Buyback Regulations.
The Target Company hereby announces, its intention to buy-back its fully paid-up equity shares of the face value of Rs 5/- each ("Equity Shares") not exceeding 65,00,000 Equity Shares ("Maximum Offer Shares") and a minimum number of 10,00,000 Equity Shares ("Minimum Offer Shares"), from the existing registered shareholders / beneficial owners of the Equity Shares of the Target Company ("Buy-back") through the open market using the nationwide electronic trading terminals of the Bombay Stock Exchange Ltd (BSE) pursuant to Article 24 of the Articles of Association of the Company and in accordance with Sections 77A, 77AA and 77B of the Companies Act, 1956 (the Act) and the Buy-back Regulations from its shareholders, other than those who are promoters, promoter group, directors of promoters, persons in control and persons acting in concert ("Persons in Control") (that being understood that the "persons in control" and "persons acting in concert" will be such persons as have been disclosed under the filings made by the Company under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time ("SEBI Takeover Regulations")) at a price not exceeding Rs 40/- per equity share ("Maximum Offer Price") payable in cash, for a total consideration not exceeding Rs 12.50 Crores ("Maximum Offer Size") i.e. within 10% of the existing paid-up equity share capital and free reserves of the Company as on March 31, 2008 (the date of the last audited accounts).
The number of Shares to be bought back would depend upon the average price paid for the Shares bought back and the amount deployed in the Buyback, but however the total number of shares to be bought back shall not exceed 65,00,000 Equity shares. The Company proposes to buy-back a minimum of 10,00,000 equity shares of Rs 5/- each at a price not exceeding Rs 40/-.
The maximum offer price of Rs 40/- per share has been arrived at after considering the stock market quotations, book value, return on net-worth and the possible impact of the buy-back on the earnings per share of the Company. The maximum buyback price of Rs 40/- per share offers a premium of 66.32% over the closing price on April 24, 2009 at BSE, being the latest trading day prior to the date of the board meeting for approving the buyback offer.
Schedule of activities:
Board Meeting approving Buyback: April 27, 2009
Date of Public Notice cum Public Announcement: April 29, 2009
Date of opening of the Buyback: May 14, 2009
Acceptance of Shares: Within 7 days of the relevant payout dates of the Stock Exchange
Extinguishment of Shares: Within 15 days of acceptance as above
Last Date for the Buyback: April 26, 2010 (i.e. 12 months from the date of 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, 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.
Source: Bseindia.com