ICICI Securities Ltd ("Manager to the Offer") on behalf of Ray Ban Indian Holdings Inc. ("RI Holdings" or "Acquirer"), has issued this Public Announcement ("PA") to the Equity shareholders of RayBan Sun Optics India Ltd ("Target Company"), under Clause 7 of the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003, ("Guidelines") in respect of the proposed acquisition of the fully paid-up equity shares and delisting of the Company under the Guidelines, (the "Delisting Offer"). The Acquirer is the holding company of Target Company and holds 70.54% of the fully paid-up share capital of the Target Company.
The Delisting Offer:
The Acquirer is making this Public Announcement to the public holders of the equity shares of the Company ("Shareholders"), to acquire, in accordance with the Guidelines and on the terms and subject to the conditions set out in PA, up to 72,10,554 fully paid-up equity shares of the Company with a face value of Rs 10 each, representing approximately 29.46% of the fully paid-up share capital of the Company (the "Offer Shares") under the Guidelines. Consequently, the Acquirer seeks to delist the equity shares of the Company pursuant to the voluntary delisting procedures set out in the Guidelines.
The Board of Directors of the Acquirer has vide its resolution dated June 25, 2008, resolved to make a voluntary delisting offer to the Shareholders of the Company in accordance with the Guidelines. The Acquirer has vide letter dated June 25, 2008 expressed its intention to the Board of Directors of the Company to make a voluntary delisting offer to the public shareholders of the Company in accordance with the Guidelines in order to enhance operating flexibility of the Company and provide an exit opportunity to the public
shareholders of the Company. The Acquirer also requested the Board of Directors of the Company to convene an extraordinary general meeting of the shareholders of the Company to consider their proposal.
The approval of the shareholders of the Company is required in terms of Clause 6 of the Guidelines for voluntary delisting of the Company. The shareholders of the Company have granted their approval for a voluntary delisting of the equity shares of the Company from the Bombay Stock Exchange (BSE), by requisite majority, at an extra-ordinary general meeting held on July 25, 2008.
The equity shares of the Company are currently listed only on the BSE. The Acquirer is seeking to delist the equity shares of the Company from the BSE.
The Acquirer proposes to acquire the Offer Shares pursuant to a reverse book building process established by the Guidelines.
The Guidelines require the floor price for the Offer Shares to be acquired pursuant to the reverse book building process to be the "average of 26 weeks traded price quoted on the stock exchange where the shares of the company are most frequently traded preceding 26 weeks from the date of the public announcement." For the purposes of this calculation, the Acquirer has used the average of the weekly highs and lows of the closing prices of the Offer Shares as quoted on the BSE for the 26 weeks preceding the date of this Public Announcement, resulting in a floor price of Rs 82 per Share (the "Floor Price").
Shareholders may tender their Offer Shares at any time during the Bid Period (as defined below) and at any price at or above the Floor Price in accordance with the terms and subject to the conditions in the PA.
Schedule of Activities:
Resolution for delisting of equity shares passed by the shareholders of the Company - July 25, 2008
Public Announcement - July 28, 2008
Bid Letter expected to be dispatched to Shareholders - August 01, 2008
Bid Opening Date (10.00 am) - August 18, 2008
Bid Closing Date (3.00 pm) - August 22, 2008
Announcement of Exit Price / Rejection of Discovered Price - August 26, 2008
Final Settlement Date with the BSE for shares in dematerialized form** - August 27, 2008
Tender Offer for holders of physical certificates opens - August 28, 2008
Last day for Shareholders holding shares in Physical form to tender their Shares - September 11, 2008
Final Settlement Date for Shareholders holding Shares in Physical Form - September 19, 2008
** Subject to the announcement of an Exit Price by the Acquirer.