Transwarranty Capital Pvt Ltd (Manager to the Buy Back) On behalf of Maestros Mediline Systems Ltd (Target Company) has issued this Public Announcement 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) of the SEBI (Buyback of Securities) Regulations, 1998 for the time being in force including any statutory modifications and amendments from time to time and contains the disclosures as specified in Schedule II to these Regulations.
Pursuant to the Board meeting of the Target Company held on October 27, 2008 (Board Meeting) approving the proposal for buyback of its own fully paid up equity shares of Rs 10 each (Buyback), the Company hereby announces the buyback of its own fully paid-up equity shares of the face value of Rs 10/- each (Shares) from the existing owners of shares of the Company from the Open Market through Stock Exchanges using the nationwide electronic trading facilities of the Bombay Stock Exchange Ltd (BSE) in accordance with the provision of sections 77A, 77AA, 77B and all other applicable provisions, if any, of the Companies Act 1956 (Act) and the Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Buyback Regulations) and the relevant provisions of the Memorandum of Association and Articles of Association of the Company 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, Reserve Bank of India, etc. as required at a maximum price not exceeding Rs 75 per equity share (maximum Buyback Price) payable in cash, for an aggregate amount not exceeding Rs 32.56 million (Buyback Size).
The Buyback size represents 9.00% of the aggregate of the Companys paid-up equity share capital and free reserves as at march 31, 2008 (the date of the latest standalone audited accounts) which is within the maximum permissible limit of 10% of the paid-up equity capital and eligible free reserves.
The aggregate paid up capital and free reserves of the Company as at March 31, 2008 is Rs 361.80 million.
The actual number of equity shares to be bought back would depend upon the average price paid for the equity shares bough back and the amount deployed in the Buyback in accordance with the resolution passed by the Board of Directors of the Company on October 27, 2008.
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.
Accordingly, the present offer shall be within the prescribed limits.
The maximum Buyback price of Rs 75 is at a premium of 120.59% over the closing prices on the BSE respectively prevailing on the date of the Board meeting held on October 27, 2008 approving the Buyback.
The maximum Buyback price of Rs 75 is at a premium of 120.59% over the closing prices on the BSE prevailing on October 28, 2008 i.e. the next date after the Board meeting (The closing price was Rs 34 on both the days on the BSE).
Schedule of activities:Board Meeting approving Buy Back - October 27, 2008Date of Public Notice in compliance with Regulation 5A of the Buy Back Regulations - October 29, 2008Date of Opening of Buyback - November 18, 2008Acceptance of Shares - Within the relevant payout dates of Stock Exchange.
Extinguishment of Shares - Within 15 days of acceptance as given above.
Last Date of Buyback - October 26, 2009 (i.e. 12 months from the date of the resolution passed by the Board of Directors of the Company at its meeting held on October 27, 2008 or when the Target Company completes the Buy-back to the extent of Rs 32.56 million whichever is earlier.
All payment obligations related to the Buyback shall be completed by the last date for the Buyback.
Pursuant to the Board meeting of the Target Company held on October 27, 2008 (Board Meeting) approving the proposal for buyback of its own fully paid up equity shares of Rs 10 each (Buyback), the Company hereby announces the buyback of its own fully paid-up equity shares of the face value of Rs 10/- each (Shares) from the existing owners of shares of the Company from the Open Market through Stock Exchanges using the nationwide electronic trading facilities of the Bombay Stock Exchange Ltd (BSE) in accordance with the provision of sections 77A, 77AA, 77B and all other applicable provisions, if any, of the Companies Act 1956 (Act) and the Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Buyback Regulations) and the relevant provisions of the Memorandum of Association and Articles of Association of the Company 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, Reserve Bank of India, etc. as required at a maximum price not exceeding Rs 75 per equity share (maximum Buyback Price) payable in cash, for an aggregate amount not exceeding Rs 32.56 million (Buyback Size).
The Buyback size represents 9.00% of the aggregate of the Companys paid-up equity share capital and free reserves as at march 31, 2008 (the date of the latest standalone audited accounts) which is within the maximum permissible limit of 10% of the paid-up equity capital and eligible free reserves.
The aggregate paid up capital and free reserves of the Company as at March 31, 2008 is Rs 361.80 million.
The actual number of equity shares to be bought back would depend upon the average price paid for the equity shares bough back and the amount deployed in the Buyback in accordance with the resolution passed by the Board of Directors of the Company on October 27, 2008.
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.
Accordingly, the present offer shall be within the prescribed limits.
The maximum Buyback price of Rs 75 is at a premium of 120.59% over the closing prices on the BSE respectively prevailing on the date of the Board meeting held on October 27, 2008 approving the Buyback.
The maximum Buyback price of Rs 75 is at a premium of 120.59% over the closing prices on the BSE prevailing on October 28, 2008 i.e. the next date after the Board meeting (The closing price was Rs 34 on both the days on the BSE).
Schedule of activities:Board Meeting approving Buy Back - October 27, 2008Date of Public Notice in compliance with Regulation 5A of the Buy Back Regulations - October 29, 2008Date of Opening of Buyback - November 18, 2008Acceptance of Shares - Within the relevant payout dates of Stock Exchange.
Extinguishment of Shares - Within 15 days of acceptance as given above.
Last Date of Buyback - October 26, 2009 (i.e. 12 months from the date of the resolution passed by the Board of Directors of the Company at its meeting held on October 27, 2008 or when the Target Company completes the Buy-back to the extent of Rs 32.56 million whichever is earlier.
All payment obligations related to the Buyback shall be completed by the last date for the Buyback.
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