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Buy back Offer

| Updated on: Feb 11, 2011

SPA Merchant Bankers Ltd ("Manager to the Buy back offer") on behalf FDC Ltd ("Target Company") has issued this Public Announcement ("PA") to the equity shareholders / Beneficial owners of the equity shares of the Company, pursuant to the provisions of Regulation 8 (1) read with Regulation 15(c) of the Securities and Exchange Board of India ("SEBI") (Buy-Back of Securities) Regulations, 1998 including amendment made from time to time ("Buyback Regulations") and contains the disclosure as specified in Schedule II to the Buyback Regulations. THE BUY-BACK The Company announces the Buy-back ("Buy-back") of its fully paid-up Equity Shares of the face value Rs 1/- each ("Equity Shares" or "Shares") from the existing registered shareholders/beneficial owners of Equity Shares of the Company from the open market through stock exchange(s) using the electronic trading facilities of the Bombay Stock Exchange Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (together "the Stock Exchanges") where the companys shares is listed, in accordance with the provisions of Sections 77A, 77AA & 77B and all other applicable provisions, if any, of the Companies Act, 1956 ("the Act") and the provisions contained in the SEBI (Buy-back of Securities) Regulations, 1998 including amendments made from time to time (hereinafter referred to as "Buy-back Regulations") and the relevant provisions of Article 48(d) of Articles of Association of the Company and further subject to such conditions as may be prescribed and granted by the Board of Directors (which term shall include Committee of Directors hereafter referred to as "the Board") at a price not exceeding Rs 135/- (Rupees One Hundred and Thirty Five Only) per Equity Share ("Maximum Offer Price") payable in cash, upto or less than a maximum amount of Rs 5,000 lakhs (Rupees Five Thousand Lakhs Only) ("Maximum offer size"). The Maximum Offer Size represents approximately 9.86% of the aggregate Companys paid-up equity share capital and free reserves eligible for use in the Buy-back as at March 31, 2010, which is less than 10% of the total paid-up Equity Share Capital and Free Reserves eligible to use for Buy-back as on March 31, 2010 i.e. Rs 50,728.74 Lakhs. The Company proposes to Buy-back upto a maximum of 37,04,000 Shares ("Maximum Offer Shares") and minimum of 9,26,000 Shares ("Minimum Offer Shares") at a maximum price upto Rs 135/- per equity share payable in cash. However, subject to these limits the Board shall have the discretion to determine the actual Buy-back Size. PROPOSED TIME TABLE Board Meeting approving Buy-back - January 27, 2011 Date of Public Announcement - February 08, 2011 Date of commencement of Buy-back - February 18, 2011 Acceptance of Equity Shares - As per relevant payout dates of the Stock Exchange(s) Verification of Shares Accepted in the Physical Mode - Within 7 days from the Payout days Extinguishment of Shares - Within 15 days of acceptance of shares Further all the shares bought back under the offer shall be extinguished within 7 days of the last date of completion of Buy-back. Last Date for the Buy-back - January 25, 2012 (i.e. the last trading day of 12 months period from the date of the resolution passed by the Board at its meeting held on January 27, 2011) or in case Maximum Offer Shares have been bought back or Maximum Offer Size have reached, whichever is earlier. However, the Board in its absolute discretion may decide to close the Buy-back at an earlier date, in the event Minimum Offer Shares have been purchased under the Buy-back even if Maximum Offer Size has not been reached or Maximum Offer Shares have not been bought back by giving appropriate notice of such date and completing all formalities in this regard as per relevant laws and regulations. All payment obligations in respect of Buy-back shall be completed by the last date of the Buy-back. Specified Date - Not Applicable as the Buy-back is proposed to be implemented through open market purchase through stock exchanges using the electronic trading facilities.

Source : BSE - >www.bseindia.com

Published on February 11, 2011

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