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Updates on Delisting Offer

| Updated on March 18, 2011 Published on March 18, 2011

JM Financial Consultants Pvt Ltd ("Manager to the Offer") on behalf of Atlas Copco AB, Sweden ("Atlas Sweden" or "Acquirer") has informed the Post Offer Public Announcement to the equity shareholders of Atlas Copco (India) Ltd. ("Atlas India" or "Company") ("Target Company") , which is in continuation to and should be read in conjunction with the public announcement published on February 18, 2011 (the "PA") and the offer letter dated February 18, 2011 ("Offer Letter"), pursuant to Regulation 18 of the Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations").

Capitalised terms used but not defined in this Post Offer Public Announcement shall have the same meaning assigned to them as in the PA and the Offer Letter.

The Acquirers issued the PA seeking to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out therein and in the Offer Letter, up to 3,662,204 Equity Shares representing 16.23% of the equity Share capital of the Company from the Public Shareholders. Public Shareholders holding Equity Shares of the Company were invited to submit bids pursuant to the reverse book-building process ("RBP") made available through the electronic system of the Bombay Stock Exchange Limited ("BSE" during the Bid Period and in accordance with the Delisting Regulations.

1. DISCOVERED PRICE AND EXIT PRICE

In terms of Regulation 15(1) of the Delisting Regulations, the Discovered Price (being the price at which maximum number of Equity Shares have been tendered in the RBP) is Rs. 2,500/- (Rupees Two Thousand Five Hundred only) per equity share. The final price fixed by the Acquirer is Rs 2750/- (Two Thousand Seven Hundred and Fifty only) per Equity Share (the "Exit Price")

2. SUCCESS OF THE DELISTING OFFER

2.1 The delisting offer would be deemed to be successful in terms of Regulation 17 of the Delisting Regulations if post offer, the shareholding of the Acquirer in the Company, taken together with the shares accepted through eligible bids in the delisting offer at the Exit Price reaches the aggregate percentage of pre offer Acquirer shareholding and 50% of the offer size.

2.2 Therefore, the minimum number of Equity Shares required to be tendered in the Delisting Offer at or below the Exit Price of the delisting after to be successful was 1,831,102. Post the acceptance of the equity shares validly tendered in the delisting offer at or below the Exit Price and completion of the acquisition, the shareholding of the Acquirer in the Company would exceed the minimum number of Equity Shares required of the delisting offer to be successful in terms of Regulation 17 of the Delisting Regulations. The delisting offer is thus successful.

2.3 The Acquirer has fixed the Exit Price at Rs 2750/- per equity share and shall acquire all equity shares tendered through valid bids at or below the Exit Price. Post The acceptance of the equity shares validly tendered in the Delisting Offer at or below the Exit Price and completion of the acquisition, the shareholding of the Acquirer in the Company would exceed the minimum number of Equity Shares required for the delisting offer as mentioned in paragraph 2.1 above.

2.4 All the Public Shareholders of the Company who have tendered their Equity Shares at or below the Exit Price through valid bids will be paid the consideration at the Exit Price of Rs. 2750/- per equity share. The last date for dispatch of consideration to all Public Shareholders whose bids have been accepted will be March 25, 2011. Tax at source for the non-resident Public Shareholders will be deducted, as applicable, in accordance with section 21 of the Offer Letter.

2.5 The Equity Shares of the Public Shareholders whose bids have been rejected in the RBP process will be returned to them. The last date for dispatching share certificates in case of physical shares and for the credit to shares to respective beneficiary accounts in case of dematerialised shares will be March 25, 2011. Such shareholders are advised to check their demat accounts to confirm receipt of the Equity Shares tendered.

2.6 Subsequently, the necessary steps lo delist its Equity Shares From the BSE and the Pune Stock Exchange (PSE) shall be taken. The date of delisting of Equity Shares shall be announced in the same newspapers in which the PA and this Post Offer Public Announcement has appeared.

3. OUTSTANDING EQUITY SHARES AFTER DELETING

3.1 All Public Shareholders of the Company who did not or were not able to participate In the RBP process or who unsuccessfully tendered their equity shares in the RBP process will be able to offer their Equity Shares to the Company from the BSE. A separate offer letter (The "Exit Offer Letter") in this regard will be sent lo these remaining Public Shareholders and they will be required to submit the requisite documents lo the Registrar to the Offer within the stipulated time as set out in the Exit Offer Letter.

3.2 All other terms and conditions set forth in the Original PA and the Offer Letter remain unchanged.

Source : BSE - >www.bseindia.com

Published on March 18, 2011
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