CAROL INFO SERVICES LTD. - Updates on Delisting Offer

JM Financial Consultants Pvt Ltd ("Manager to the Offer") on behalf of Khorakiwala Holdings and Investments Pvt Ltd ("KHIPL" or "Acquirer") in respect of the voluntary delisting of the equity shares, has informed this Post Offer Public Announcement to the equity shareholders of Carol Info Services Limited ("Target Company"), which is in continuation of and should be read in conjunction with the Public Announcement ("PA") published on January 2, 2012 and the offer letter dated January 3, 2012 (Offer Letter), is being issued in accordance with Regulation 18 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations).<br/><br/>Capitalized 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.<br/><br/>The Acquirer 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, such number of Equity Shares held by the Public Shareholders of the Company as on the Bid Closing Date i.e. January 20, 2012, being 12,711,594 Equity Shares representing 35.87% of paid up equity share capital of the Company. Public Shareholders holding Equity Shares of the Company were invited to submit bids pursuant to the reverse book-building process ("RBB") made available through the electronic system of the Bombay Stock Exchange Ltd ("BSE") during the Bid Period (January 16, 2012 to January 20, 2012), in accordance with the Delisting Regulations.<br/><br/>Discovered Price And Exit Price :<br/><br/>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 by the public shareholders in the RBB) is Rs. 160/- (Rupees One Hundred and Sixty only) per equity share. The final price fixed by the Acquirer is Rs. 165/- (Rupees One Hundred and Sixty Five only) per Equity Share (the Exit Price).<br/><br/>Success of the Delisting Offer :<br/><br/>The delisting offer would be deemed to be successful if post offer, the shareholding of Promoters equals or exceeds 90% of the Equity Capital excluding the shares which are held by custodian as on the Bid Closing Date and against which GDR have been issued overseas in accordance with Regulation 17(a) of the Delisting Regulations. The total number of Equity Shares as on the Bid Closing Date i.e. January 20, 2012, excluding the shares held by custodian and against which GDR have been issued, are 35,296,352. Therefore, the minimum shareholding of the Promoters required for the delisting offer to be successful at or below Exit Price was 31,766,717.<br/><br/>The Acquirer has fixed the Exit Price at Rs. 165/- per equity share and shall acquire all Equity Shares tendered by public shareholders 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 Promoters in the Company would exceed the minimum number of Equity Shares required for the delisting offer to be successful in terms of Regulation 17 of the Delisting Regulations. The delisting offer is thus successful.