|Dalmia Securities Pvt Ltd ("Manager to the Offer") on behalf of Ratnabali Exports Pvt. Ltd. and Ratnabali Leasings Pvt Ltd ("Acquirers") has informed this Public Announcement ("PA") to the public shareholders of Ratnabali Capital Markets Ltd ("Target Company") in respect of the proposed acquisition and delisting of the fully paid up equity shares of the Company in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") and in accordance with the terms and conditions set out in this Announcement ("Delisting Offer"/ "Offer")|
The Delisting Offer:
The fully paid up equity share capital of the Company is Rs. 5,20,30,000/- (Rupees Five Crore Twenty Lakh Thirty Thousand Only) ("Equity Capital") comprising 52,03,000 fully paid up equity shares having face value of Rs. 10/- each ("Equity Shares"/ "Shares"). The Equity Shares of the Company are listed on BSE Ltd ("Stock Exchange"/ "BSE").
The Acquirers through this Delisting Offer seek to acquire all outstanding Shares held by the public shareholders (defined to mean all the shareholders of the Company other than the members of promoters and promoter group and hereinafter referred to as the ("Public Shareholders"), being 13,01,726 Equity Shares ("Offer Shares") representing 25.02% of the Company's Equity Capital. Consequent to the successful completion of the Delisting Offer and upon the combined shareholding of the Acquirers and other members of Promoters/ Promoter Group reaching a minimum of 90% of the Equity Capital and fulfillment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntary delist the Equity Shares of the Company from BSE, in accordance with the provisions of the Delisting Regulations.
On September 06, 2012, the Acquirers intimated their intention regarding the voluntary delisting of Equity Shares from BSE by making the Delisting Offer to the Board of Directors ("Board") of the Company in accordance with Delisting Regulations ("Delisting Proposal") for their approval and requested the Board to seek approval of the shareholders of the Company for the proposed delisting by way of a special resolution through postal ballot in terms of Regulation 8(1)(b) of the Delisting Regulations.
The Board convened a meeting of its Directors on September 07, 2012, whereby the Board granted its approval to the Delisting Proposal and recommended the same for approval by the shareholders of the Company, in terms of the Delisting Regulations and for this purpose sought the approval of the shareholders through postal ballot.
A special resolution was passed by the shareholders of the Company through postal ballot, the result of which was declared on October 19, 2012, approving the proposed delisting of the Equity Shares of the Company from the BSE pursuant to the Delisting Regulations.
The floor price for the Reverse Book Building Process as stipulated by the Delisting Regulations ("Floor Price") is Rs. 110.84 (Rupees One Hundred Ten and Paise Eighty Four Only) in terms of Regulation 15(2) of the Delisting Regulations.
The Acquirers shall announce the Discovered Price and their decision to accept or reject the Discovered Price and if accepted, also announce the Exit Price as applicable, in the same newspapers in which this PA appears.
Proposed Time Table for the Offer:
Date of publication of the Public Announcement - November 27, 2012
Specified Date for determining the names of the Public Shareholders to whom the Offer Letters shall be sent - November 30, 2012
Completion of Dispatch of Offer Letters / Bid Forms to Public Shareholders as on Specified Date - December 05, 2012
Bid Opening Date (10.00 a.m.) - December 17, 2012
Last Date of Revision (upwards) or withdrawal of Bids by the Public Shareholders - December 20, 2012
Bid Closing Date (3.00 p.m.) - December 21, 2012
Last Date for Announcement of Discovered Price / Exit Price and the Acquirers Acceptance / Non-acceptance of Discovered Price / Exit Price @ - January 03, 2013
Last Date for payment of consideration # - January 07, 2013
Last Date for Return of Bid Shares to the Public Shareholders in cases of failure of Delisting Offer / Bids have not been accepted - January 07, 2013
@ This is an indicative date and the announcement may be made on or before January 03, 2013, being the eighth working day from the date of the Bid Closing Date.
# Subject to the acceptance of the Discovered Price or offer of an Exit Price by the Acquirers.
(For more details kindly refer Corporate Announcements on www.bseindia.com).