Provogue India – Buy Back Offer
Provogue India Ltd has informed about the following:
JM Financial Consultants Pvt Ltd (Manager to the BuyBack) on behalf of Provogue India Ltd (Target Company or Company) has issued this Public Notice cum Public Announcement for Buy Back to the Equity Shareholders of the Target Company, pursuant to the provisions of Regulations 5A and Regulations 8(1) read with 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 and amendments from time to time (Buy-Back Regulations) and contains the disclosures as specified in Schedule II to the Buy-Back Regulations.
Buy Back Offer:
The Company hereby announces the buy-back (Buy-back) of fully paid-up equity shares of the face value of Rs 2/- each (Equity Shares) not exceeding 50,00,000 Equity Shares (Maximum Offer Shares), from the existing owners of Equity Shares other than those who are promoters, promoter group, directors of promoters, persons in control and persons acting in concert (such shareholders hereinafter referred to collectively as Persons in Control) (that being understood that the persons in control and persons acting in concert will be such persons as have been disclosed under the filings made by the Company under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended (SEBI Takeover Regulations)) at a price not exceeding Rs. 100/- (Rupees One Hundred only) per Equity Share (the Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs. 50 crores (Maximum Offer Size). The Maximum Offer Size represents 7.45% of the aggregate of the Companys total paid-up equity capital and free reserves as on March 31, 2009 (the date of the latest standalone audited accounts). The Company subject to the Maximum Offer Price shall Buy-back at least 20,00,000 Equity Shares (the Minimum Offer Shares).
The Buy-back will be implemented by the Company through the methodology of Open market purchases through stock exchanges using the electronic trading facilities of the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE, and together with BSE, the Stock Exchanges) in accordance with the provisions of Sections 77A, 77B and other applicable provisions of the Companies Act, 1956 (the Act) read with Article 36 of the Articles of Association of the Company and the Buy-Back Regulations, in the manner and on such terms and conditions as determined by the Board of Directors of the Company (the Board) and disclosed in this Announcement.
The actual deployment in the Buy-back will depend upon the average price paid for the Equity Shares bought back and the actual number of Equity Shares bought back.
The Maximum Offer Price has been arrived at after taking into consideration factors such as the trends in the market price of the Equity Shares during the last 6 months prior to the date of the meeting held on August 14, 2009 of the Board for approval of Buy-back (Board Meeting and resolution passed on such date in this regard, the (Board Resolution), the book value of Equity Shares, price-earning ratio and impact on other financial parameters and the possible impact of the Buy-back on the Companys earnings per Equity Share. The Maximum Offer Price offers a premium of 61.03% over the average closing price of the Equity Shares on the Stock Exchanges, as on August 13, 2009 (the day prior to the Board Meeting).
Schedule of activities:
Date of Board Resolution approving the Buy-back – August 14, 2009
Date of Opening of the Buyback – August 31, 2009
Acceptance of Equity shares – Within the relevant payout dates of the Stock Exchanges.
Last date of placing order for purchase of Equity Shares – February 05, 2010
Verification of Equity Shares accepted in the physical mode – Within 7 days of the relevant payout date
Extinguishment of shares – Within 7 days of acceptance or verification of Equity Shares as
mentioned above.
Last date for the completion of Buyback – February 12, 2010 (i.e. as per Board Resolution). However, the Board in its absolute discretion may decide to close the Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased under the Buy-back, even if the Maximum Offer Size has not been reached or the Maximum Offer Shares have not been bought back, 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 the Buy-back prior to the last date of the Buy-back.
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