Enam Securities Pvt Ltd (Manager to the Buy Back) On behalf of EID Parry India Ltd (Target Company) has issued this Public Announcement (PA) 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) and is in compliance with the Securities & Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended and contains the disclosure as specified in schedule II to these Regulations.
The Buyback
The Company hereby announces the buyback (Buyback) of its fully paid-up Equity shares of the face value of Rs 2 each (Shares) from the existing owners of Shares of the Company other than the Promoter / persons who are in control of the company & Promoter Group (Promoters) from the open market through stock exchange using the electronic trading facilities of the Bombay Stock Exchange Ltd (BSE) and the National Stock Exchange of India Ltd (NSE) (together the Stock Exchanges), in accordance with the provisions of Section 77A, 77AA, 77B and all other applicable provisions, if any, of the Companies Act, 1956 (the Act) and the securities & Exchange Board of India (buyback of Securities) regulations 1998 (the Buyback Regulations) and the relevant provisions of the Memorandum of Association and clause 3 of the 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 160 per equity shares (Maximum Buyback Price) payable in cash, for an aggregate amount not exceeding Rs 4684 lakhs (rupees Forty-six crores eighty four lakhs only) (the maximum Buyback Size). The Buyback size represents 10% of the aggregate of the companys paid-up equity capital and eligible free reserves as on March 31, 2008 (the date of the latest standalone audited accounts as on the date of the resolution dated October 29, 2008 approving the Buyback by the Board of Directors of the Company) which is within the maximum permissible limit of 10% of the paid-up equity capital and eligible free reserves. The aggregate paid up equity share capital and eligible free reserves of the Company as at March 31, 2008 was Rs 46841 lakhs.
The maximum number of shares the Company can buyback, as per Section 77A of the Act, in any financial year shall not exceed twenty-five percent of the total paid-up equity capital of the Company in that financial year.
The actual number of equity shares to be bought back would depend upon the average price paid for the equity shares bought back and the amount deployed in the buyback in accordance with the resolution passed by the Board of Directors of the Company on October 29, 2008. The Company proposes to buy a minimum of 7,31,875 shares (Minimum Offer Shares).
The maximum Buyback price offers a premium of 1.19% and 1.63% over the closing prices on BSE and NSE respectively prevailing on October 29, 2008 i.e. the date of the Board meeting approving the Buyback. The Closing price of shares as on October 29, 2008 on BSE & NSE was Rs 158.10 & Rs 157.40 respectively.
Proposed Time Table
Board Meeting Approving Buyback - October 29, 2008
Date of Public Notice - October 31, 2008
Date of Opening of Buyback - December 15, 2008
Acceptance of Shares - Within 15 days of the relevant payout dates of the respective Stock Exchanges.
Extinguishment of Shares - Within 15 days of relevant payout dates
Last Date for the Buyback - October 28, 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 29, 2008). However, the Board in its absolute discretion may decide to close the Buyback at an earlier date in the event Minimum Offer Shares have been purchased under the Buyback even if maximum Buyback 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 Buy-back prior to the last date of Buy-back.
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