Selan Exploration - Buy Back Offer Announcement:
SBI Capital Market Ltd ("Manager to the Buyback") on behalf of Selan Exploration Technology Ltd ("Target Company") has issued Public Announcement ("PA") for buy back of Equity Shares of the Target Company, pursuant to the provision of Regulation 8(1) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 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.
The Buyback:
The Target Company hereby announces the Buy-Back of its fully paid-up equity shares of the face value of Rs 10 each ("Equity Shares") from the existing owners of Equity Shares other than the Promoters who are in control of the Company and Promoter Group at a price not exceeding Rs 230 per Equity Share (the "Maximum Offer Price") payable in cash, for an aggregate amount not exceeding Rs 1266.20 lacs ("Buy-Back Size").
The Buy Back represents 25% of the aggregate paid-up equity capital and free reserves of the Company as at March 31, 2008 (the date of the latest audited accounts) which is within the maximum permissible limit of 25% of the paid up equity capital and free reserves in accordance with Section 77A(2) (c) of the Act. The aggregate paid up capital and free reserves of the Company as at March 31, 2008 is Rs 5064.79 lacs.
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 Bombay Stock Exchange Ltd ("BSE") and the National Stock Exchange of India Ltd ("NSE", and together with BSE, hereinafter referred to as the "Stock Exchanges") in accordance with the provisions of Sections 77A, 77AA, 77B and other applicable provisions of the Act read with Article 8A of the Articles of Association of the Company and the Buy-Back Regulations, subject to approval/s as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India, Stock Exchanges, Reserve Bank of India, etc, and further subject to such conditions as may be prescribed while granting such approval/s which may be agreed to by the Board of Director (hereinafter referred to as "the Board" which term shall include any committee constitute specifically for the Buy-Back and hereinafter referred to as "Buy-Back Committee").
The Maximum Offer Price has been arrived at after considering factor such as the trends in the market price of Equity Shares during the last 6 months prior to the date of the Board Meeting, the book value, earnings trend in the recent past, the future outlook for the industry / Company and other relevant factors. The maximum Offer Price of Rs.230 represents a premium of 71.13 % and 78.71% over the closing prices of Equity Shares on the NSE and BSE respectively on November 19, 2008 being the last trading day prior to the date of the Board Meeting. The closing price of Equity Shares of the Company as on November 19, 2008 on NSE and BSE was Rs 134.40 and Rs 128.70 respectively.
The number of Equity Shares bought back would depend upon the average price paid for the Equity Shares bought back and the aggregate consideration paid for such Equity Shares bought back, subject to the maximum limit of 25% of the total paid up share capital and free reserves of the Company, in accordance with the resolution passed by the shareholders of the Company. This is subject to a further limit of 25% of the total paid-up Equity Share Capital of the Company in a financial year as stipulated in the Act.
The Company hereby proposes to buy back a minimum of 2,00,000 Equity Shares ("Minimum Offer Shares") and upto a maximum of 20,00,000 Equity Shares ("Maximum Offer Shares") during the offer period.
Date of opening of the Buy-Back - January 23, 2009:
Acceptance of Equity Shares - Within the relevant payout dates of the Stock Exchanges. Extinguishment of Equity Shares - Within 15 days of acceptance of Equity Shares. Further, all the Equity Shares bought back will be extinguished with 7 days of the last date of completion of Buy-back.
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