Enam Securities Pvt Ltd ("Manager to the Buyback") on behalf of Indiabulls Securities 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) of the Securities & Exchange Board of India (Buy Back of Securities) Regulations, 1998, ("Buyback Regulations" or "Regulations") as amended and contains disclosures as specified in Schedule II of the Regulations.
The Target Company hereby announces its intention to Buyback (the "Buyback") its fully paid-up equity shares of face value Rs 2/- each ("Equity Shares") from the registered shareholders /beneficial owners of the Equity Shares of the Company from the open market through stock exchange using the nationwide electronic trading facilities of the Bombay Stock Exchange Ltd ("BSE") and The National Stock Exchange of India Ltd ("NSE") (together "Stock Exchanges"), pursuant to Article 12 of the Articles of Association of the Company and in accordance with the provisions of Sections 77A, 77 AA, 77B and all other applicable provisions, if any, of the Companies Act, 1956 (the "Act") and the Buyback Regulations as amended subject to approval(s) as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India, Stock Exchanges and Reserve Bank of India as required, at a price not exceeding Rs. 33/- per Equity Share ("Maximum Buyback Price") payable in cash, up to or less than a maximum amount of Rs 831,796,227 (Rupees Eight Hundred Thirty One Million Seven Hundred Ninety Six Thousand Two Hundred Twenty Seven Only) ("Maximum Buyback Size") being 25% of the total paid-up equity share capital and free reserves of the Company as per audited balance sheet for the year ended March 31,2008 (the date of the last audited accounts).
As per Section 77A of the Act the buyback of Equity shares 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 actual number of Equity Shares to be bought back would depend upon the average price paid for the Equity Shares bought back and the aggregate consideration paid for such Equity Shares bought back, subject to the maximum limit of 25% of the total paid-up equity share capital and free reserves of the Company as on March 31, 2008.
The Company proposes to Buyback up to 39,281,000 of its fully paid-up Equity Shares of face value of Rs 2/- each ("Maximum Offer Shares") and minimum number of 5,000,000 Equity Shares ("Minimum Offer Shares") at a price not exceeding Rs 33/- per Equity Share payable in cash for an amount of up to Rs. 831,796,227. However, subject to these limits the Board shall have the discretion to determine the actual Buyback size.
The Maximum Buyback Price of Rs 33/- offers a premium of 51.72% over the closing prices on the BSE (i.e. Rs. 21.75) and NSE (i.e. Rs. 21.75) respectively, prevailing on February 2,2009 i.e. the date of the Board meeting approving the Buyback and a premium of 52.78% and 53.13% over the closing prices on the BSE (i.e. Rs. 21.60) and NSE (i.e. Rs. 21.55) respectively, prevailing on March 06, 2009 i.e. the date when the shareholders have approved the Buyback through the postal ballot, as statutorily required by the Act.
Schedule of activities:
Board meeting approving Buyback – February 02, 2009
Shareholders approving the Buyback through Postal Ballot – March 06, 2009
Date of Public Announcement – April 22, 2009
Date of Opening of Buyback – May 06, 2009
Acceptance of Shares – Within 15 days of the relevant payout dates of the Stock Exchanges
Extinguishment of Shares – Within 15 days of acceptance as above. Further the Equity Shares bought back will be extinguished within 7 days of the last date of completion of Buyback.
Last Date for the Buyback – March 05, 2010 (i.e. 12 months from the date of passing of the shareholders resolution through postal ballot on March 06, 2009). The Board in its absolute discretion may decide to close the Buyback of shares at an earlier date in the event Minimum Offer Shares have been purchased under the Buyback even if Maximum Buyback Size has not been reached or Maximum Offer Shares have not been bought back by giving appropriate notice of such date and completing all formalities in this regard in accordance with relevant laws and regulations.
Source: Business-Standard