Karvy Investor Services Ltd ("Manager to the Offer") on behalf of Bhoruka Steel Holdings Pvt Ltd ("Acquirer"), has issued this Public Announcement ("PA") to the shareholders of Bhoruka Steel & Services Ltd ("Target Company"), in accordance with Clause 7 of the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003, ("Guidelines") and such other provisions as may be applicable, in respect of the proposed acquisition and delisting of the equity shares ("Shares") of the Target Company.
The Acquirer is making a voluntary Offer ("Offer") to acquire 2984955 (Twenty Nine Lacs Eighty Four Thousand Nine Hundred Fifty Five) fully paid-up equity shares of Re 1/- each (Rupee One each) representing 22.43% of the equity share capital of the Company at a price to be determined under the Reverse Book Building ("RBB") process subject to terms & conditions mentioned in the PA.
The Acquirer who belongs to the Promoter Group of the Company, hereby makes this Offer to the Public Shareholders of the company, being all the shareholders other than those belonging to the Promoters Group of the Company in terms of the Guidelines. The Acquirer along with Person Acting in Concert with it is presently holding 77.57% of shareholding of the Company and are intending to voluntarily delist the shares of the Company by providing exit opportunity to the remaining existing Shareholders (i.e. shareholders holding 22.43% of shares), for which an exit price shall be determined in accordance with the Reverse Book Building process enumerated in clause 8.1 of the Guidelines.
The Equity Shares of the Company are presently listed on Bombay Stock Exchange ("BSE") and Bangalore Stock Exchange ("BgSE") and the Company intends to delist its shares from both he Stock Exchanges.
The Extraordinary General Meeting of the Company was held on January 12, 2009. In the said meeting Shareholders of the Company have resolved to delist the equity shares of the Company from BSE & BgSE.
Shareholders may tender their shares at any time during the bid period and at any price at or above the floor price of Rs 10/- (Rupees Ten only) in accordance with the term set out in the PA.
The Exit Offer Price ("Exit Price") payable by the Acquirer for the shares it acquires pursuant to the offer, as determined in accordance with the Guidelines, will be the price at which the maximum number of shares are offered.
The Acquirer shall have the choice to accept the price and are under no obligation to accept the Discovered Price, if the Acquirer does not accept the Discovered Price, The Acquirer will have no obligation to acquire any shares offered pursuant to he offer and the transaction will not proceed and the shares deposited in the Special Depository Account will be returned to the relevant Shareholders. If the Acquirer accepts a Discovered Price, the same will be considered as Exit Price and the Acquirer will acquire all shares, which have been tendered at prices up to and equal to the exit Price, for a cash consideration equal to the Exit Price for each such share.
The Acquirer may, in their sole discretion, accept the Exit Price for the shares. Alternatively, the Acquirer may, in their sole discretion, offer to pay a price higher than the Exit Price for the shares.
Proposed Time Table for the Delisting Offer
Public Announcement - January 17, 2009
Bid Opening Date (10.00 AM) - January 28, 2009
Bid Closing Date (3.00 PM) - January 30, 2009
Public Announcement of Exit Price and the Acquirer''s Acceptance / Non Acceptance of Exit Price - February 03, 2009
Final Settlement Date (Offer Shares in Dematerialized form) - February 04, 2009
Opening day for shareholders holding offer Shares in physical form to tender their shares - February 04, 2009
Last day for Physical Shareholders to tender their shares - February 18, 2009
Final Settlement Date (shares in physical form) - March 05, 2009