ज्यादा पढ़ी गई:
This public announcement (the ?Public Announcement?) is being issued by Reliance Land Private Limited (?R-Land?) and Reliance Capital Limited (?R-Cap?) (collectively referred to as the ?Acquirers?) to the public shareholders of Reliance MediaWorks Limited ('Target Company') in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (?Delisting Regulations') in respect of the proposed acquisition and delisting of fully paid-up equity shares of the Company (?Offer / ?Delisting Offer?).
Delisting Offer:
The issued, subscribed and paid-up equity share capital of the Company is Rs. 966,044,155/- (the ?Equity Capital?) comprising of 193,208,831 fully paid-up equity shares having face value of Rs. 5/- each (the ?Equity Shares?). The Equity Shares are listed on BSE Limited (?BSE?) and National Stock Exchange of India Limited (?NSE?) (collectively referred to as ?Stock Exchanges?).
The Acquirers are part of the promoter group of the Company and collectively hold 141,629,366 Equity Shares, representing 73.30% of the Equity Capital.
The Acquirers are making this Public Announcement to the public shareholders of the Company (defined to mean all the shareholders of the Company other than the entities forming part of the promoter group of the Company and hereinafter referred to as the ?Public Shareholders?) to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, up to 51,579,465 Equity Shares, representing 26.70% of the Equity Capital (the ?Offer Shares?). Consequent to the Delisting Offer and upon the combined shareholding of the promoter group of the Company, including that of the Acquirers, reaching a minimum of 90% of the Equity Capital and fulfilment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from BSE and NSE in accordance with the Delisting Regulations.
On January 17, 2014, the Acquirers intimated their intention to make the Delisting Offer to the Company and requested the board of directors of the Company (the ?Board of Directors?) to convene a meeting to consider the proposal of delisting and to place the proposal of delisting before the shareholders of the Company for their consideration and approval by a special resolution through postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations, and to seek in-principle approval of BSE and NSE for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations.
The Board of Directors vide its resolution dated January 20, 2014, approved the proposal received from the Acquirers to initiate the Delisting Offer in accordance with the provisions of the Delisting Regulations, subject to applicable laws and approval of the shareholders of the Company. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on February 28, 2014 and notified to the Stock Exchanges on the same date, approving the proposed delisting of the Equity Shares from BSE and NSE in accordance with the Delisting Regulations.
The Equity Shares are presently listed and traded on BSE and NSE and are sought to be delisted from both the stock exchanges.
In accordance with the applicable provisions of Regulation 15 (2) of the Delisting Regulations, the floor price for the Offer per Equity Share determined by the Acquirers is Rs. 48.65/- (Rupees Forty Eight and Paise Sixty Five only) (the ?Floor Price?).
Proposed Time Table for the Delisting Offer:
The proposed timetable for the Delisting Offer is as follows:
Resolution for delisting of Equity Shares passed by the Shareholders of the Company - February 28, 2014
Publication of Public Announcement by the Acquirers - March 07, 2014
Specified Date - March 07, 2014
Dispatch of Bid Letter/ Bid Forms to Public Shareholders as on the Specified Date - March 08, 2014
Bid Opening Date (10.00 a.m.) - March 20, 2014
Last date for upward revision or withdrawal of Bids (3.00 p.m.) - March 25, 2014
Bid Closing Date (3.00 p.m.) - March 26, 2014
Last date for making Public Announcement of Discovered Price/ Exit Price and Acquirers acceptance/ rejection of Discovered Price/ Exit Price - April 09, 2014
Last date for payment of consideration for the Offer Shares to be acquired in case of a successful Delisting Offer* - April 11, 2014
Last date for return to Public shareholders of Offer Shares tendered but not acquired under the Delisting Offer - April 11, 2014
* 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 Acquirers.
ICICI Securities Ltd ('Manager to the Delisting Offer')
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