Reliance group makes RBNL public shareholding buy back offer

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By Bhushan Nagpal Posted on : 22 Jan 2014 11:06 pm

NEW DELHI:The Reliance Anil Dhirubhai Ambani group is going ahead with its decision to de-list Reliance Broadcast Network Ltd (RBNL)  from the stockmarket. Three Reliance ADA group companies - The Reliance Share & Stock Brokers,  Reliance Land Pvt Ltd and Reliance Capital - today announced an offer to shareholders, under which 19,901,854 shares of RBNL representing 25.05 per cent of its equity capital, will be acquired by the group. With this acquisition, the group's stake in RBNL will go up to 90 per cent, allowing it to go ahead with its plan to delist RBNL from the stock exchanges.
 
 
The public announcement was issued  in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shams) Regulations, 2009 in respect of the proposed acquisition and delisting of fully paid-up equity shares of a company  (“Offer” / “Delisting Offer"). The company is listed on both the Bombay and National stock exchanges (BSE and NSE).
 
 
The BSE and NSE have issued their in-principle approvals for the Delisting Offer.  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 group  is Rs  46.47.
 
 
The minimum price per Equity Share (the “Discovered Price” / “Offer Price”) payable by the Acquirer for the Offer Shares it acquires pursuant to the Delisting Offer, and determined in accordance with the Delisting Regulations, will be the price at which the maximum number of Offer Shares are tendered pursuant to a reverse book-building process in the manner an specified in Schedule II of the Delisting Regulations.
 
 
The Acquirer may, at its sole discretion, accept the Discovered Price for the Offer Shares or offer to pay a price higher than the Discovered Price for the Offer Shares. The price so accepted or offered by the Acquirers is referred to in this Public Announcement as the exit price (the “Exit Price”). The Acquirers are under no obligation to accept the Discovered Price or to offer a price higher than the Discovered Price.
 
 
The Specified Date has been fixed at 24 January. The Dispatch of Bid Letter/ Bid Forms to Public Shareholders as on the Specified Date will be 30 January and the bid opening date will be 12 February.
 
 
The last date for upward revision or withdrawal of Bids (3.00 p.m.) is 17 February and the Bid Closing Date (3.00 p.m.) is 18 February.
 
 
The last date for making Public Announcement of Discovered Price/ Exit Price and Acquirer’s acceptance/ rejection of Discovered Price/ Exit Price is 4 March and the last date for payment of consideration for the Offer Shares to be acquired in case of a successful Delisting Offer is 6 March.  The last date for return to Public shareholders of Offer Shares tendered but not acquired under the Delisting Offer is 6 March.
 
 
A successful delisting offer will be subject to the acceptance of the Discovered Price (if it is higher than the Floor Price of Rs 46.47) or offer, of an Exit Price higher than the Discovered Price by the three acquiring entities.
 
A resolution had been passed by RBNL shareholders through postal ballot, the result of which was declared on 30 October 2013 and notified to the Stock Exchanges on the same date, approving its delisting from the BSE and NSE in accordance with the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were 7,058,183, being more than two times the number of votes cast by the Public Shareholders against it (i.e. 44,597).

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