JM Financial Consultants Pvt. Ltd (Manager to the Buy Back) on behalf of Nava Bharat Ventures Ltd (Target Company), has issued this Public Announcement (PA) to the 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.
The Buyback: The Target Company hereby announces the Buy-back of its fully paidup equity shares of the face value Rs 2 each (Equity Shares) from the open market using the electronic trading facilities of the Bombay Stock Exchange Ltd (BSE) and the National Stock Exchange of India Ltd (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) for a minimum of 735,295 Equity Shares (Minimum Offer Shares) at a price not exceeding Rs 170 per share (Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs 5,000 lakhs (Maximum Offer Size) from the existing owners of Equity Shares (the Buy-back) other than those who are promoters, promoter group, directors of promoters, persons in control and persons acting in concert holding Equity shares of Company. The Maximum Offer Size represents 6.29% of the aggregate of the Companys total paid-up equity capital and free reserves as on March 31, 2008.
The Maximum Offer Price has been arrived at after taking into consideration factors such as trends in the market price of Equity Shares, the book value of Equity Shares, price-earning ratio and impact on the other financial parameters due to Buy-back. The buy-back of shares will be made at a maximum price of Rs 170 per share which represents a premium of 42.44% and 42.02% to the closing price on BSE and NSE, respectively, on December 11, 2008, being the last trading day prior to the date of the Board meeting. The closing price of the Equity Shares of the Company as on December 11, 2008 (last trading date prior to board meeting) on BSE and NSE was Rs 119.35 and Rs 119.70 respectively.
The Company shall place buy orders so long as the price is below the Maximum Offer Price and the Buy-back will close in terms with the timetable mentioned herein. However, it is being clarified that the Company shall have the flexibility to close the Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased. The fact that the Board Resolution provides for the Maximum Offer Price does not indicate that the Company will or is obliged to buy or continue to buy Equity Shares, so long as the market price is below the Maximum Offer Price. Similarly, the fact that this announcement mentions the Maximum Offer Size that may be bought back at a price not exceeding Rs. 170 per share does not indicate that the Company will utilize or is obliged to utilize, the entire amount of Rs 5,000 Lakhs (being the Maximum Offer Size) in the Buy-back.
Further, the maximum number of Equity Shares bought back shall be subject to (i) the Buy-back not causing the Company to be in violation of the conditions for continuous listing prescribed in terms of Clause 40A of the listing agreement between the Company and the Stock Exchanges and (ii) the aggregate consideration payable pursuant to the Buy-back not exceeding the Maximum Offer Size.
As required under the Act and the Buy-Back Regulations, the Company shall not purchase Equity Shares which are partly paid-up Equity Shares with calls-in-arrears, locked-in or non-transferable Equity Shares in the Buy-back till the time they become fully-paid or till the Equity Shares become transferable. There will be no negotiated deals (whether on or off Stock Exchanges), spot transactions or any other private arrangements in implementation of the Buy-back.
Proposed Time Table Board Meeting approving Buy-back-December 12, 2008, Date of Public Notice-December 12, 2008, Date of Public Announcement-December 22, 2008, Date of opening of the Buy-back-January 6, 2009, Verification of Equity Shares accepted in the physical mode - Within 7 days of the relevant payout date.
Acceptance of Shares-Within 15 days of the relevant payout dates of the Stock Exchanges
Extinguishment of Shares - Within 7 days of acceptance as above Last Date for the Buy-back - December 11, 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 the Minimum Offer Shares have been purchased under the Buy-back, even if the Maximum Offer Size has not been reached, by giving appropriate notice of such 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.
The Buyback: The Target Company hereby announces the Buy-back of its fully paidup equity shares of the face value Rs 2 each (Equity Shares) from the open market using the electronic trading facilities of the Bombay Stock Exchange Ltd (BSE) and the National Stock Exchange of India Ltd (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) for a minimum of 735,295 Equity Shares (Minimum Offer Shares) at a price not exceeding Rs 170 per share (Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs 5,000 lakhs (Maximum Offer Size) from the existing owners of Equity Shares (the Buy-back) other than those who are promoters, promoter group, directors of promoters, persons in control and persons acting in concert holding Equity shares of Company. The Maximum Offer Size represents 6.29% of the aggregate of the Companys total paid-up equity capital and free reserves as on March 31, 2008.
The Maximum Offer Price has been arrived at after taking into consideration factors such as trends in the market price of Equity Shares, the book value of Equity Shares, price-earning ratio and impact on the other financial parameters due to Buy-back. The buy-back of shares will be made at a maximum price of Rs 170 per share which represents a premium of 42.44% and 42.02% to the closing price on BSE and NSE, respectively, on December 11, 2008, being the last trading day prior to the date of the Board meeting. The closing price of the Equity Shares of the Company as on December 11, 2008 (last trading date prior to board meeting) on BSE and NSE was Rs 119.35 and Rs 119.70 respectively.
The Company shall place buy orders so long as the price is below the Maximum Offer Price and the Buy-back will close in terms with the timetable mentioned herein. However, it is being clarified that the Company shall have the flexibility to close the Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased. The fact that the Board Resolution provides for the Maximum Offer Price does not indicate that the Company will or is obliged to buy or continue to buy Equity Shares, so long as the market price is below the Maximum Offer Price. Similarly, the fact that this announcement mentions the Maximum Offer Size that may be bought back at a price not exceeding Rs. 170 per share does not indicate that the Company will utilize or is obliged to utilize, the entire amount of Rs 5,000 Lakhs (being the Maximum Offer Size) in the Buy-back.
Further, the maximum number of Equity Shares bought back shall be subject to (i) the Buy-back not causing the Company to be in violation of the conditions for continuous listing prescribed in terms of Clause 40A of the listing agreement between the Company and the Stock Exchanges and (ii) the aggregate consideration payable pursuant to the Buy-back not exceeding the Maximum Offer Size.
As required under the Act and the Buy-Back Regulations, the Company shall not purchase Equity Shares which are partly paid-up Equity Shares with calls-in-arrears, locked-in or non-transferable Equity Shares in the Buy-back till the time they become fully-paid or till the Equity Shares become transferable. There will be no negotiated deals (whether on or off Stock Exchanges), spot transactions or any other private arrangements in implementation of the Buy-back.
Proposed Time Table Board Meeting approving Buy-back-December 12, 2008, Date of Public Notice-December 12, 2008, Date of Public Announcement-December 22, 2008, Date of opening of the Buy-back-January 6, 2009, Verification of Equity Shares accepted in the physical mode - Within 7 days of the relevant payout date.
Acceptance of Shares-Within 15 days of the relevant payout dates of the Stock Exchanges
Extinguishment of Shares - Within 7 days of acceptance as above Last Date for the Buy-back - December 11, 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 the Minimum Offer Shares have been purchased under the Buy-back, even if the Maximum Offer Size has not been reached, by giving appropriate notice of such 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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