ICICI Securities Ltd ("Manager to the Offer") on behalf of Chettinad Holdings Pvt Ltd ("Chettinad Holdings" / "Acquirer"), has informed this Public Announcement ("Public Announcement" / "PA") to the to the public shareholders of Chettinad Cement Corporation Ltd ("Target Company") pursuant to Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended till date ("Delisting Regulations") in respect of the proposed acquisition and voluntary delisting of the fully paid-up equity shares of the Company in accordance with the Delisting Regulations ("Offer" / "Delisting Offer").
The paid-up equity share capital of the Company is Rs. 38,19,89,980 (Indian Rupees Thirty Eight crores Nineteen Lakhs Eighty Nine Thousad Nine Hundred and Eighty) ("Equity Capital") comprising of 3,81,98,998 (Three crores Eighty One Lakhs Ninety Eight Thousand Nine Hundred and Ninety Eight) fully paid-up equity shares having face value of Rs. 10 (Indian Rupees Ten) each (“Equity Shares”). The Equity Shares are listed and traded on the National Stock Exchange of India Ltd (“NSE”), listed on the Madras Stock Exchange Limited ("MSE"), and are traded under the “Permitted Category” on the Bombay Stock Exchange Ltd (“BSE”).
The Acquirer is making this Public Announcement to the public shareholders (defined to mean all the shareholders other than the Promoter Group Members and hereinafter referred to as “Public Shareholders”): (i) to acquire, in accordance with the Delisting Regulations and on the terms and subject to the conditions set out in Paragraph 11 (Conditions of the Delisting Offer), up to 44,16,421 (Forty Four Lakhs Sixteen Thousand Four Hundred and Twenty one) Equity Shares representing the balance approximately 11.56% of the Equity Capital of the Company (“Offer Shares”) from the Public Shareholders and proposes to delist the Equity Shares of the Company from the NSE and the MSE, pursuant to the Delisting Regulations; and (ii) to withdraw the permitted to trade status of the Equity Shares of the Company from the BSE (together referred to as the “Delisting Offer”). Consequent to the Delisting Offer and upon the number of shares acquired in the offer being a minimum of fifty percent of the Offer Shares i.e. 22,08,211 (Twenty Two lakhs Eight thousand Two hundred Eleven) and fulfillment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist its Equity Shares from the NSE and the MSE, and withdraw the permitted to trade status of the Equity Shares from the BSE for the reasons set out in Paragraph 2 (Necessity and the Objects of the Delisting Offer) of this Public Announcement.
On May 10, 2012, the Acquirer informed the Company of its intention to make the Delisting Offer to the Company (“Delisting Proposal”) and requested the board of directors of the Company (“Board”): (i) to convene a meeting to consider and approve the Delisting Proposal, in accordance with Regulation 8(1)(a) of the Delisting Regulations, and upon the Board so approving, immediately informing the Stock Exchanges of such consideration and approval; (ii) to take requisite steps and place the Delisting Proposal before the shareholders of the Company for their consideration and approval by a special resolution to be passed through postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations; (iii) to seek in-principle approval of the NSE and the MSE for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations; and (iv) to take all such actions and measures as may be necessary in connection with the withdrawal of the permitted to trade status from the BSE.
The Board by its resolution dated May 15, 2012, took on record the Delisting Proposal received from the Acquirer and approved the same. The Board also consented to seek the approval of the public shareholders of the Company for the Delisting Proposal by way of postal ballot in accordance with the provisions of Section 192A of the Companies Act read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011, and to seek in-principle delisting approval from the NSE and the MSE, subject to the Acquirer’s compliance with all the applicable laws, including the Delisting Regulations.
In this regard, a special resolution was passed by the shareholders of the Company through postal ballot in accordance with the provisions of Section 189(2) and 192A(2) of the Companies Act read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011. The result of this special resolution passed through postal ballot was declared on February 04, 2013, approving the proposed delisting of the Equity Shares from the NSE and the MSE in accordance with the Companies Act and Delisting Regulations, and withdrawal of the permitted to trade status from the BSE.
In accordance with Regulation 15(2) read in conjunction with Regulation 15(3) of the Delisting Regulations, the Floor Price per Equity Share is Rs. 540 (Indian Rupees Five Hundred Forty) ("Floor Price").
Proposed Timetable for the Delisting Offer:
Resolution for delisting of Equity Shares passed by the Shareholders of the Company - February 04, 2013
Public Announcement by the Acquirer - February 23, 2013
Specified Date - March 01, 2013
Dispatch of Letter of Offer and Bid Forms to the Public Shareholders as on Specified Date - March 05, 2013
Bid Opening Date (9:00 AM) - March 15, 2013
Last date for upward revision or withdrawal of Bids (3:00 PM) - March 20, 2013
Bid Closing Date (3:00 PM) - March 21, 2013
Last date for making the Public Announcement of Discovered Price/ Exit Price and Acquirer’s acceptance / rejection of Discovered Price / Exit Price - April 04, 2013
Last date for payment of consideration for the Offer Shares to be acquired in case of a successful Delisting Offer# # - April 08, 2013
Last date for return to Public shareholders of Offer Shares tendered but not acquired under the Delisting Offer - April 08, 2013
# # Subject to the acceptance of the Discovered Price (if it is higher than the Floor Price) or offer of an Exit Price higher than the Discovered Price by the Acquirer.