Kotak Mahindra Capital Company Ltd ("Manager to the Offer") on behalf of PROLEC-GE International, S. DE R.L. DE C.V. (“Acquirer”, or “Prolec-GE”) has informed this Public Announcement ("Public Announcement") to the public shareholders of Indo Tech Transformers Limited (“Target Company”), in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“SEBI Regulations” and hereinafter, referred to as the “Offer”).
The fully paid-up equity capital of the Company is Rs. 106,200,000 (“Equity Capital”), comprising 10,620,000 equity shares of Rs. 10/- each (“Shares”). The Acquirer currently holds 7,895,625 Shares of the Company, comprising 74.35% of the Company’s Equity Capital.
The Acquirer is disclosed as promoter in the Company’s filings with each Stock Exchange (the Acquirer shall hereinafter also be referred to as “Promoter”). The Acquirer is making this Public Announcement to the public shareholders of the Company (“Public Shareholders”) to acquire all outstanding Shares currently not held by the Promoters, being 2,724,375 Shares (“Offer Shares”) representing 25.65% of the Company’s Equity Capital, in accordance with the provisions of the SEBI Regulations and on the terms and subject to the conditions set out herein below.
Consequent to the Offer, and upon the Promoters shareholding reaching a minimum of 90.0% of Company’s Equity Capital, the Acquirer will seek to voluntarily delist the Shares from the Stock Exchanges where the Company is currently listed, in accordance with the SEBI Regulations.
The Equity Shares are listed and traded on the BSE Ltd (the “BSE”) and the National Stock Exchange of India Ltd (the “NSE” and together with the foregoing, the “Stock Exchanges”).
On October 12, 2012, the Acquirer intimated its intention regarding the Offer to the Company and requested the Company to seek approval of shareholders of the Company for the proposed delisting by a special resolution through postal ballot in terms of Regulation 8(1)(b) of the SEBI Regulations.
A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on November 29, 2012, approving the proposed delisting of the equity shares of the Company from the Stock Exchanges pursuant to the SEBI Regulations. The votes cast by the Public Shareholders in favour of the proposed delisting were more than two times the number of votes cast by Public Shareholders against it and accordingly, the conditions stated in Regulation 8(1)(b) of the SEBI Regulations stands satisfied.
Modifications to the Public Announcement, if any, will be notified by issuing a corrigendum in newspapers. The Acquirer reserves the right to withdraw the Offer in certain cases as more fully set out in paragraph 10 of this Public Announcement.
The Floor Price is Rs. 106.40/- (Rupees One Hundred and Six and Paisa Forty Only) in terms of Regulation 15(2) of the SEBI Regulations.
The bid opening date of the offer is on January 23, 2013 and closing date is January 30, 2013
Last Date for Public Announcement of Discovered Price/Exit Price and Acquirer’s acceptance/ non-acceptance of Discovered Price/ Exit Price : February 11, 2013
Last date for payment of consideration for the Offer Shares tendered under the Offer : February 13, 2013
Last date for return of Offer Shares tendered under the Offer to Public Shareholders in case of failure of Offer # : February 13, 2013
Bids will not be uploaded during the period January 25, 2013 to January 27, 2013 as they are non-working days in terms of SEBI Regulations.
^Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to whom the Bid Letter will be sent. However, all owners (registered or unregistered) of the Shares are eligible to participate in the Offer any time on or before the Bid Closing Date.
# Subject to the acceptance of the Discovered Price or offer of an Exit Price by the Acquirer Changes to the proposed timetable, if any, will be notified to shareholders by way of a corrigendum to the Public Announcement in the same newspapers where the Public Announcement is being issued.