Edelweiss Capital Ltd (Manager to the Buy Back) On behalf of Alembic Ltd (Target Company) has issued this Public Announcement (PA) to the Equity Shareholders / Beneficial Owners of the Equity Shares of the Target Company pursuant to the Provision of Regulation 8(1) read with Regulation 15(c) and is in compliance with the Securities & Exchange Board of India (Buyback 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.
The Buy back
Pursuant to the Approval of Board of Director of Target Company at their meeting held on November 14, 2008 (the Board Meeting) for Buy-Back of its own fully paid up equity shares of Rs 2 each (Buy-Back), the Company hereby announces the Buy-Back of its fully paid-up equity shares of the face value of Rs 2 each (Equity Shares) from the existing owners of Equity Shares other than the Promoters, Persons who are in control of the Company and Promoter group at a price not exceeding Rs 55/- per Equity Shares (Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs 3,300 lacs (Buy-Back Size). The Buy-Back Size represents 9.69% of the aggregate paid-up equity capital and free reserves of the Company as on March 31, 2008 (the date of the latest audited accounts) which is within the maximum permissible limit of 10% of the paid up equity capital and free reserves. The aggregate paid up Capital and free reserves of the Company as at March 31, 2008 is Rs 34,071.54 Lacs.
The Buy-Back will be implemented by the Company through the methodology of Open market purchased through stock exchanges using the electronic trading facilities of the Bombay Stock Exchanges Ltd (BSE) and the National Stock Exchange of India Ltd (NSE), and together with BSE, hereinafter referred as the Stock Exchange) in accordance with the provisions of Sections 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 (the Act) read with Article 8A of the Articles of Association of the Company and the Buy-Back Regulations, subject to approvals as may be necessary, from time to time statutory authorities including but not limited to Securities and exchange Board of India, Stock Exchanges, Reserve Bank of India, etc. as required, any further subject to such conditions as may be prescribed while granting such approvals/s which may be agreed to by the Board of Directors hereinafter referred to as the Board (which term shall include any committee constituted specifically for the Buyback hereafter referred to as Buy-Back Committee)
The maximum offer Price has been arrived at after considering factors such as the trends in the market price of the Equity shares during the last 6 months prior to the date of the Board Meeting, the book value, earnings trends in the recent past, the future outlook for the industry / company and other relevant factors.
The maximum Offer Price of Rs 55/- represents a premium of 52.14% and 50.68% over the closing prices of Equity Shares on the BSE & NSE respectively prevailing on November 12, 2008 being the last trading day prior to the date of the Board Meeting held on November 14, 2008 approving the Buy-Back. The Closing Price of Equity Shares of the Company as on November 12, 2008 on BSE and NSE was Rs 36.15 and Rs 36.50 respectively.
The Company hereby proposes to buy back a minimum of 12,00,000 Equity shares (Minimum Offer Shares) during the offer period. the actual number of equity shares 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 9.69% of the total paid up equity share capital and Free Reserves of the Company, in accordance with the resolution passed by the Board of directors of the Company on November 14, 2008. the Maximum limit envisaged in the foregoing is further subject to a limit of 25% of the total paid-up Equity Share capital of the company in a financial year as stipulated under section 77A of the Act.
Proposed Time Table
Date of Board Meeting Approving the Buyback - November 14, 2008
Date of Public Notice in compliance with regulation 5A of the Buy0back regulations - November 14, 2008
Date of Opening of Buyback - December 08, 2008
Acceptance of Shares - Within the relevant payout dates of the Stock Exchanges.
Verification of acceptance of Equity shares in the Physical mode - within 15 days of relevant payout date
Extinguishment of Shares - Within 15 days of acceptance of Equity Shares. 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 13, 2009 (i.e. 12 months from the date of the Board resolution). However, the Board in its absolute discretion may decide to close the Buyback 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, by giving appropriate notice of such date. All payment obligations in related to the Buy-back shall be completed by the last date for the Buy-Back.
The Buy back
Pursuant to the Approval of Board of Director of Target Company at their meeting held on November 14, 2008 (the Board Meeting) for Buy-Back of its own fully paid up equity shares of Rs 2 each (Buy-Back), the Company hereby announces the Buy-Back of its fully paid-up equity shares of the face value of Rs 2 each (Equity Shares) from the existing owners of Equity Shares other than the Promoters, Persons who are in control of the Company and Promoter group at a price not exceeding Rs 55/- per Equity Shares (Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs 3,300 lacs (Buy-Back Size). The Buy-Back Size represents 9.69% of the aggregate paid-up equity capital and free reserves of the Company as on March 31, 2008 (the date of the latest audited accounts) which is within the maximum permissible limit of 10% of the paid up equity capital and free reserves. The aggregate paid up Capital and free reserves of the Company as at March 31, 2008 is Rs 34,071.54 Lacs.
The Buy-Back will be implemented by the Company through the methodology of Open market purchased through stock exchanges using the electronic trading facilities of the Bombay Stock Exchanges Ltd (BSE) and the National Stock Exchange of India Ltd (NSE), and together with BSE, hereinafter referred as the Stock Exchange) in accordance with the provisions of Sections 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 (the Act) read with Article 8A of the Articles of Association of the Company and the Buy-Back Regulations, subject to approvals as may be necessary, from time to time statutory authorities including but not limited to Securities and exchange Board of India, Stock Exchanges, Reserve Bank of India, etc. as required, any further subject to such conditions as may be prescribed while granting such approvals/s which may be agreed to by the Board of Directors hereinafter referred to as the Board (which term shall include any committee constituted specifically for the Buyback hereafter referred to as Buy-Back Committee)
The maximum offer Price has been arrived at after considering factors such as the trends in the market price of the Equity shares during the last 6 months prior to the date of the Board Meeting, the book value, earnings trends in the recent past, the future outlook for the industry / company and other relevant factors.
The maximum Offer Price of Rs 55/- represents a premium of 52.14% and 50.68% over the closing prices of Equity Shares on the BSE & NSE respectively prevailing on November 12, 2008 being the last trading day prior to the date of the Board Meeting held on November 14, 2008 approving the Buy-Back. The Closing Price of Equity Shares of the Company as on November 12, 2008 on BSE and NSE was Rs 36.15 and Rs 36.50 respectively.
The Company hereby proposes to buy back a minimum of 12,00,000 Equity shares (Minimum Offer Shares) during the offer period. the actual number of equity shares 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 9.69% of the total paid up equity share capital and Free Reserves of the Company, in accordance with the resolution passed by the Board of directors of the Company on November 14, 2008. the Maximum limit envisaged in the foregoing is further subject to a limit of 25% of the total paid-up Equity Share capital of the company in a financial year as stipulated under section 77A of the Act.
Proposed Time Table
Date of Board Meeting Approving the Buyback - November 14, 2008
Date of Public Notice in compliance with regulation 5A of the Buy0back regulations - November 14, 2008
Date of Opening of Buyback - December 08, 2008
Acceptance of Shares - Within the relevant payout dates of the Stock Exchanges.
Verification of acceptance of Equity shares in the Physical mode - within 15 days of relevant payout date
Extinguishment of Shares - Within 15 days of acceptance of Equity Shares. 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 13, 2009 (i.e. 12 months from the date of the Board resolution). However, the Board in its absolute discretion may decide to close the Buyback 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, by giving appropriate notice of such date. All payment obligations in related to the Buy-back shall be completed by the last date for the Buy-Back.
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