Indiabulls Real Estate announces its intention to buy-back its fully paid-up Equity Shares of face value Rs.2 each from the existing shareholder/beneficial owners of the Equity Shares of the Target Company through the open market using the nationwide electronic trading terminals of the BSE Ltd and National Stock Exchange of India Ltd pursuant to Article 12 of the Articles of Association of the Company and in accordance with Sections 77A, 77AA and 77B of the Companies Act, 1956 (“Act”) and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 at a price not exceeding Rs.75 per Equity Share payable in cash, for an aggregate amount not exceeding Rs.4.50bn (“buy-back size”/ “Offer Size”) i.e. within 10% of the existing paid-up equity share capital and free reserves of the Company subject to a maximum of 6,00,00,000 Equity Shares of Rs.2 each.
At the proposed maximum price of Rs.75 per share and for the deployed amount of Rs.4.50bn, the number of Equity Shares to be bought back would be 6,00,00,000, which would aggregate to approximately 12.66% of the pre Buy-back equity shares of the Company.
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 Buy-back, however the total number of shares to be bought back shall not exceed 6,00,00,000 Equity Shares.
Subject to Buy-back price being less than or equal to Rs.75 per share, the Company shall buy-back a minimum of 50,00,000 Equity Shares.
Buy-back offer has been duly authorized by a resolution passed by the Board of Directors of the Company at its meeting held on December 15, 2011.
The buyback will open on February 21 and last till December 14.
Last Date for the Buy-back – December 14, 2012 (i.e. 12 months from the date of resolution passed by the Board of Directors of the Company at its meeting held on December 15, 2011) or when the maximum Buy-back size of Rs.4.50bn Is reached, whichever is earlier, or at such earlier date as may be determined by the Board, in the event of minimum offer shares are purchased under the Buy-back, even If the maximum Buy-back size has not been reached, 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 Buy-back by the last date of Buy-back.
Buy-back shall be commenced past listing of its shares issued in terms of the Composite Scheme of arrangement under the provisions of Sections 391-394 of the Companies Act 1956 by and among the Company, Indiabulls infrastructure and Power Ltd. (“IIPL”), Indiabulls Builders Ltd (“IBL”) Indiabulls Power Ltd. (“IPL”), Poena Power Supply Ltd (“PPSL”) and their respective shareholders and creditors (“the Scheme”) which has been made effective on November 25, 2011 with effect from the Appointed Date of April 01, 2011, pursuant to and in terms of the High Court of Delhi order dated October 17, 2011 approving the Scheme.
Necessary applications for listing of the said shares, issued by the Company under the Scheme, have been filed with the stock exchanges on December 16, 2011 and the Company has also filed an application with SEBI on December 16, 2011 for seeking exemption under Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957.
