JM Financial Consultants Pvt. Ltd (Manager to the Buy Back) on behalf of Nava Bharat Ventures Ltd (Target Company), has issued this Corrigendum to the Public Announcement for Buy back of equity shares, to the Shareholders / Beneficial Owners of the Equity Shareholder of Target Company, which is in continuation of & should be read in conjunction with the PA dated December 22, 2008 Published on December 23, 2008, is in compliance with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (the Regulations), as amended. The shareholders of Target Company are requested to note the following developments / amendments with respect to and in connection with the PA.
The terms and abbreviations used in this Corrigendum have the same meaning as ascribed to them in the PA, unless otherwise specified.
The following modifications / changes have been made to the PA.
Point 1.1 has been modified as
The Target Company hereby announces the Buy-back of its fully paid-up 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) and a maximum of 5,000,000 Equity Shares (Maximum Offer Shares) at a price not exceeding Rs. 170 per Equity 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, 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.
Point 1.4 has been modified as
The Company shall place buy orders so long as the price is below the Maximum Offer Price and the Buyback 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 and Maximum Offer Shares that may be bought back at a price per Equity Share 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 or that the Company will buy or is obliged to buy all the Maximum Offer Shares.
Point 1.5 has been modified as
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 (ii) the aggregate consideration payable pursuant to the Buy-back not exceeding the Maximum Offer Size and (iii) the number of shares to be bought back not exceeding Maximum Offer Shares.
Point 12.7 has been modified as
It may be noted that all the equity shares bought back by the Company may not be at a uniform price. The Company will place buy order at least once a week and such order will be placed both in odd lot as well as the normal trading segments of the Stock Exchanges, as applicable.
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