Bhagyanagar India Ltd has informed BSE about the following:
Karvy Investor Services Ltd ("Manager to the Buyback") on behalf of Bhagyanagar India Ltd ("Target Company") has issued this Public Announcement ("Announcement"/ "PA") to the shareholders/ beneficial owners of the equity shares of the Target Company, pursuant to the provisions of Regulations 8(1) read with Regulations 15(c) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, for the time being in force including any statutory modifications & amendments from time to time ("Buy-back Regulations") & contains the disclosures as specified in Schedule II to the Buy-back Regulations.
Mr. Narendra Surana, Vide letter dated May 20, 2009 filed an application seeking exemption under Regulation 4(2) read with Regulation 3(1)(l) of Securities and Exchange Board of India (substantial acquisition of shares & takeovers) Regulations, 1997 ("Takeover Code") on behalf of Mr. G Mangilal Surana, Mr. Devendra Surana, Mr. Manish Surana, Mrs. Namrata Surana, Mrs. Sunita Surana, Mrs. Chand Surana, Ms. Nivriti Surana, Ms. Vinita Surana, Mr. Rahul Surana, Mrs. Sresha Surana, Ms. Mitali Surana, Mr. Advait Surana, G M Surana (HUF), GM Surana MHUF, Narendra Surana HUF, Devendra Surana HUF, Surana Infocom Pvt Ltd, Surana Telecom & Power Ltd ("Promoter Group) who collectively own 59.75% of the equity shares of the Target Company. The exemption has been granted by SEBI vide its order dated September 30, 2009. ("Exemption Order").
Offer for Buyback of Equity Shares from Open Market through Stock Exchanges.
The Target Company hereby announces its intention to buy-back its fully paid-up equity shares of the face value of Rs. 2/- each ("Equity Shares") from the existing registered shareholders / beneficial owners of the Equity Shares of Target Company ("Buy-back") through the open market using the nationwide electronic trading terminals of the Bombay Stock Exchange Limited (BSE) & The National Stock Exchange Ltd (NSE) ("Stock Exchanges") after pursuant to Article 2A of the Articles of Association of the Company and in accordance with 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) at a price not exceeding Rs. 40/- per equity share ("Maximum Offer Price") payable in cash, for an aggregate amount not exceeding Rs. 20.00 Crores ("Buyback/ Offer Size") i.e. within 25% of the existing paid-up equity share capital and free reserves of the Company as on March 31, 2008 (the date of the latest audited standalone accounts as on the date of Board meeting approving the buy-back i.e. April 09, 2009) subject to a maximum of 1,00,00,000 equity shares of Rs. 2/- each.
The number of Shares to be bought back would depend upon the average price paid for the Shares bought back and the amount deployed in the Buyback, but however total number of shares to be bought back shall not exceed 1,00,00,000 Equity Shares.
Subject to buyback price being less than or equal to Rs. 40/- per share, the Company shall buyback a minimum of 50,00,000 Equity Shares. The maximum offer price of Rs. 40/- per share has been arrived after considering the stock market quotations, book value, return on net-worth and the possible impact of the buy-back on the earnings per share of the Company. The Buy-back of Equity shares will be made at a Maximum Offer Price of Rs 40/- per share which represents a premium of 67.01% & 67.71% to the closing price on BSE & NSE i.e. Rs 23.95 & Rs 23.85 respectively, on trading day on the date of the Board Meeting i.e. April 09, 2009. The Maximum Offer Price of Rs 40/- per share offers a premium approximately 104.08% to the closing price on BSE i.e. Rs 19.60 & NSE i.e. Rs 19.60, on the date of passing the special resolution by approval of shareholders through postal ballot i.e. May 19, 2009.
The maximum buyback price of Rs 40/- per share offers a premium of approximately 96.56% over the closing price on April 08, 2009 at BSE & NSE, the day prior to the date of the Board meeting for approving the buyback offer.
Proposed Time Table:
Board Meeting approving Buyback - April 09, 2009
Approval of shareholders through postal ballot - May 19, 2009
Date of opening of the Buyback - October 22, 2009
Acceptance of Shares - Within 7 days of the relevant payout dates of the respective Stock Exchanges.
Extinguishment of Shares - Within 15 days of acceptance as above
Last Date for the Buyback - May 18, 2010 or when the company completes buyback to the extent of 1,00,00,000 equity shares under the offer or upon exhaustion of Rs. 20.00 crores set aside for buy back whichever is earlier. The Board reserves the right to close the Buyback offer at an earlier date subject however to, purchase of Minimum offer
shares under the Buyback offer by giving appropriate notice and reasons for such
early closure and completing all formalities.
Note: Last date for the buyback given also includes completion of payment obligations in respect of buyback.