| ||Buy back Offer through Tender Offer | 5/24/2011 12:20:02 PM|| |
| ||Amrutanjan Health Care Ltd has informed BSE about the following:|
SPA Merchant Bankers Ltd ("Manager to the Buyback") on behalf of Amrutanjan Health Care Ltd ("Target Company") has informed this Public Announcement ("PA") to the Equity Shareholders / Beneficial Owners of the equity shares of the Target Company, pursuant to the provisions of Regulation 8(1) 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") for Buy Back of Equity Shares from the existing Equity Shareholders on a proportionate basis through "Tender Offer" and contains the disclosure as specified in Schedule II to the Buy-Back Regulations.
The Buy-back Offer & Price:
The Board of Directors (the "Board") of Target Company at its meeting held on May 03, 2011 has approved the proposal for Buy-back ("the Buy-back") of its own fully paid-up Equity Shares of face value Rs. 10 each from the existing shareholders/ beneficial owners of the Equity Shares, other than Promoters, Promoter Group and persons in control of the Company, on proportionate basis through tender offer, in accordance with the provisions contained in the Article 55A of the Articles of Association of the Company, Section 77A, 77AA & 77B and other applicable provisions of the Companies Act, 1956 (the "Act") and the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 including amendments made from time to time ("Buy-back Regulations") and subject to approval(s) as may be necessary, from time to time, and further subject to such conditions as may be prescribed while granting such approval(s) which may be agreed to by the Board of Directors for an amount not exceeding 10% of the aggregate of the paid up equity share capital and free reserves as on March 31,2010 (the date of latest audited financial statements as on the date of Board Meeting approving the BuyBack).
The Buy Back Committee of the Board at its meeting held on May 06, 2011 has decided to buy back 1,06,937 equity shares (Buy Back Shares) at a price of Rs. 900 per equity share ("Buy Back Price") aggregating to Rs. 9,62,43,300 (Rupees nine crores sixty two lakhs forty three thousand three hundred only) ("Offer Size"). The Offer Size represents 9.99% of the Company's aggregate paid up equity share capital and free reserves as on March 31, 2010 (the date of latest audited financial statements as on the date of Board meeting approving the Buy-Back). The buyback of l,06,937 fully paid up Equity Shares represents 3.53% of the total paid up equity shares of the Company.
As per Section 77A of the Companies Act, 1956, the buyback of equity shares in any financial year shall not exceed 25% of the total paid up equity capital of the Company in any financial year.
On March 22, 2010, the Company had obtained approval from the shareholders of the Company through postal ballot for buy back of its equity shares from the existing shareholders at a price not exceeding Rs. 550 for an amount not exceeding 25% of the paid up equity share capital and free reserves as on March 31, 2009. However the Board of Directors of the in their meeting held on July 14, 2010 resolved to withdraw the Buy back offer of equity shares in the view of the fact that the market prices of the equity shares have increased beyond the buy back offer price of Rs. 550, then decided by the shareholders.
Board Meeting approving Buy-Back - May 03, 2011
Committee Meeting approving the Buy Back Price - May 06, 2011
Date of Public Notice - May 08, 2011
Date of Public Announcement - May 23, 2011
Specified Date - June 17, 2011
Opening of the Offer - July 04, 2011
Last date of withdrawal - July 13, 2011
Closure of the Offer - July 18, 2011
Last Date of Verification - July 28, 2011
Last date of intimation regarding acceptance / rejection and dispatch of consideration / share certificate / demat instruction - August 02, 2011
Last date of extinguishment of shares - August 08, 2011
(For more details kindly refer Corporate Announcements on www.bseindia.com).