Karvy Investor Services Ltd ("Manager to the BuyBack") on behalf of Aegis Logistics Ltd ("Target Company") has issued this Public Announcement for Buy Back to the Equity Shareholders / Beneficial Owners of the Equity Shares of the Target Company, pursuant to the provisions of Regulation 8(1) read with 15(c) of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, for the time being in force including any statutory modifications and amendments from time to time ("Buy-Back Regulations") and contains the disclosures as specified in Schedule II to the Buy-Back Regulations.
Aegis Logistics Ltd ("Aegis" or "the Company’) hereby announces the Buy-Back of its fully paid-up Equity Shares of the face value of Rs 10/- each ("Equity Shares") from the shareholders / beneficial owners of the Equity Shares of the Company ("Buy-Back") except Promoters of the Company or persons in control of the Company from the open market through
the Stock Exchange Mechanism using the nationwide electronic trading terminals of the Bombay Stock Exchange Ltd ("BSE") and the National Stock Exchange of India Ltd ("NSE" and together with BSE, the "Stock Exchanges") pursuant to Article 68A 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 Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 (the "Buy-Back Regulations") at a price not exceeding Rs 143/- per Equity Share ("Maximum Offer Price") payable in cash, for an aggregate amount not exceeding Rs 1672.11 Lacs ("Maximum Offer Size"). The Buy-Back size represents 10% of the aggregate paid-up Equity Share capital and free reserves of the Company as on March 31, 2009 (the date of the last audited accounts) constituting upto a maximum of 11,69,307 Equity Shares ("Maximum Offer Shares") of Rs 10/- each.
The actual amount deployed would depend upon the average price paid for the Shares bought in the proposed Buy-Back, however, the total number of Shares to be bought back shall not exceed 11,69,307 Equity Shares and the amount deployed shall not exceed Rs 1672.11 Lacs. The Company proposes to buy minimum 5,84,654 Equity Shares under Buy-Back Offer. The Buy-Back will be implemented by the Company through the Stock Exchange Mechanism using the nationwide electronic trading terminals of BSE and NSE. 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 maximum offer price of Rs 143/- per share has been arrived after considering factors such as the trends in the market price of the Equity Shares during the last six months prior to the date of the Board Meeting, Return on Net-Worth and impact on other financial parameters and the possible impact of the Buy-Back on the earnings per share of the Company. The maximum Buy-Back price of Rs 143/- per share offers a premium of 17.07% over the closing price at BSE on July 08, 2009 the date prior to the date of the Board Meeting for approving the Buy-Back offer and 16.69% over the closing price on the same day at NSE.
Schedule of activities:
Board Meeting approving Buyback – July 09, 2009
Date of Opening of the Buyback – August 10, 2009
Acceptance of shares – Within 7 days of the relevant payout dates of the respective Stock Exchanges.
Extinguishment of shares – Within 15 days of acceptance as above
Last date for the Buyback – July 08, 2010. However, the Board in its absolute discretion may decide to close the Buy-Back of Shares at such earlier date as may be determined by the Board in the event the Minimum offer shares purchased even if Maximum offer size or utilization of Rs 1672.11 Lacs has not been reached for Buy-Back by giving an appropriate notice for closing date and completion of all formalities required as per relevant laws and regulations. There would be a completion of all payment obligations in respect of Buy-Back prior to last date of Buy-Back.
Source: Business-Standard