Motilal Oswal Investment Advisors Ltd (Manager to the Buy Back) on behalf of Jindal Poly Films Ltd (Target Company) has issued this Public Announcement (PA) to the Shareholders/Beneficial Owners of the Equity Shares of the Target Company, which is in compliance with the Securities and exchange Board of India (Buy-back of Securities) Regulations, 1998 as amended.
Jindal Photo Investments Ltd, Soyuz Trading Company Ltd, Rishi Trading Company Ltd, Consolidated Finvest and Holdings Ltd, Consolidated Photo and Finvest Ltd and Mr. Shyam Sunder Jindal, (together The Promoters) who own 55.20% of the Equity shares of the Target Company vide their application dated July 22, 2008, to the Securities and Exchange Board of India (SEBI) sought an exemption under Section 4(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.
The exemption has been granted by SEBI vide its letter dated November 24, 2008. The Buyback offer: The Target Company hereby announces the Buy-back of its fully paid-up Equity shares of the face value Rs 10 each (Equity shares) from the existing owners of Equity shares (the Buy-back) from the open market through stock exchanges using the electronic trading facilities of the Bombay Stock Exchange Ltd (the BSE) and/or the National Stock Exchange of India Ltd ( the NSE) in accordance with the provisions of 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 350 per Equity share (Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs 150 crore (Maximum Offer Size).
The Maximum Offer Size of Rs 150 crores is less than 25% of the aggregate of the Companys total paid-up Equity share capital and free reserves as on March 31, 2007.
The 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 Offer Size in accordance with the resolution passed by the shareholders of the Company on August 29, 2008. Assuming the maximum price of Rs 350 per Equity share and that the Maximum Offer Size is completely exhausted, 42,85,714 shares representing approximately 15% of the paid up Equity capital of the Company will be bought back.
The Company will buyback a minimum of 750,000 Equity Shares (Minimum Offer Size) towards the Buyback.
Should the average purchase price be lower than Rs 350 per Equity share, the number of Equity shares bought back will be greater assuming the payment of an aggregate consideration amount of Rs 150 crore.
As per Section 77A of the Companies Act 1956, the number of Equity shares that can be bought back in any financial year shall not exceed 25% of the total paid-up Equity capital of the Company i.e. 7,023,970 Equity shares of the Company.
The buy-back of shares will be made at a maximum price of Rs 350 which represents a premium of approximately 190% to the closing price of Rs 120.05 on the BSE and 188 % to the closing price of Rs 121.55 on the NSE on November 28, 2008.
Proposed Time Table: Date of opening of the Buy-back - Not before December 10, 2008, Acceptance of Equity shares - Within the relevant payout dates of the Stock Exchange, Extinguishment of the Equity shares - Within 15 days of acceptance as above, Last date for the buy-back - August 28, 2009 (i.e. 12 months from the date of passing the special resolution).
However, the Board in its absolute discretion may decide to close the Buyback at an earlier date in the event that the Company has completed the Buyback to the extent of the Minimum Offer Size, even if the Maximum Offer Size has not been reached by giving appropriate notice for earlier date and completing all formalities in this regard as per relevant laws and regulations.
There would be a completion of all payment obligations in respect of the Buy-back prior to the last date of the Buy-back.
Jindal Photo Investments Ltd, Soyuz Trading Company Ltd, Rishi Trading Company Ltd, Consolidated Finvest and Holdings Ltd, Consolidated Photo and Finvest Ltd and Mr. Shyam Sunder Jindal, (together The Promoters) who own 55.20% of the Equity shares of the Target Company vide their application dated July 22, 2008, to the Securities and Exchange Board of India (SEBI) sought an exemption under Section 4(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.
The exemption has been granted by SEBI vide its letter dated November 24, 2008. The Buyback offer: The Target Company hereby announces the Buy-back of its fully paid-up Equity shares of the face value Rs 10 each (Equity shares) from the existing owners of Equity shares (the Buy-back) from the open market through stock exchanges using the electronic trading facilities of the Bombay Stock Exchange Ltd (the BSE) and/or the National Stock Exchange of India Ltd ( the NSE) in accordance with the provisions of 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 350 per Equity share (Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs 150 crore (Maximum Offer Size).
The Maximum Offer Size of Rs 150 crores is less than 25% of the aggregate of the Companys total paid-up Equity share capital and free reserves as on March 31, 2007.
The 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 Offer Size in accordance with the resolution passed by the shareholders of the Company on August 29, 2008. Assuming the maximum price of Rs 350 per Equity share and that the Maximum Offer Size is completely exhausted, 42,85,714 shares representing approximately 15% of the paid up Equity capital of the Company will be bought back.
The Company will buyback a minimum of 750,000 Equity Shares (Minimum Offer Size) towards the Buyback.
Should the average purchase price be lower than Rs 350 per Equity share, the number of Equity shares bought back will be greater assuming the payment of an aggregate consideration amount of Rs 150 crore.
As per Section 77A of the Companies Act 1956, the number of Equity shares that can be bought back in any financial year shall not exceed 25% of the total paid-up Equity capital of the Company i.e. 7,023,970 Equity shares of the Company.
The buy-back of shares will be made at a maximum price of Rs 350 which represents a premium of approximately 190% to the closing price of Rs 120.05 on the BSE and 188 % to the closing price of Rs 121.55 on the NSE on November 28, 2008.
Proposed Time Table: Date of opening of the Buy-back - Not before December 10, 2008, Acceptance of Equity shares - Within the relevant payout dates of the Stock Exchange, Extinguishment of the Equity shares - Within 15 days of acceptance as above, Last date for the buy-back - August 28, 2009 (i.e. 12 months from the date of passing the special resolution).
However, the Board in its absolute discretion may decide to close the Buyback at an earlier date in the event that the Company has completed the Buyback to the extent of the Minimum Offer Size, even if the Maximum Offer Size has not been reached by giving appropriate notice for earlier date and completing all formalities in this regard as per relevant laws and regulations.
There would be a completion of all payment obligations in respect of the Buy-back prior to the last date of the Buy-back.
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