CIRCUIT SYSTEMS (INDIA) LTD. - Delisting Offer

PL Capital Markets Pvt Ltd ("Manager to the Offer") on behalf of Mr. Paresh N. Vasani (Promoter/Acquirer) has informed this Public Announcement for the attention to the Equity shareholders of Circuit Systems (India) Ltd ("Target Company"), in respect of the proposed acquisition and voluntary delisting of the equity shares of face value of Rs. 10 each ('Equity Shares' or 'Shares') of the Target Company from the BSE Ltd ("BSE") pursuant to Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended ("Delisting Regulations"), and in accordance with the terms and conditions set out below:<BR><BR>Background of the Delisting Offer<BR><BR>The Company is a public limited company incorporated under the Companies Act, 1956. As of the date of this PA, the total paid-up equity share capital of the Company (Share Capital) is Rs. 13,86,90,160 comprising 1,38,69,016 Equity Shares. The Equity Shares are listed on the BSE.<BR><BR>Mr. Paresh N. Vasani (Promoter) is the sole promoter of the Company. As on the date of this PA, the Promoter holds 98,93,180 Equity Shares representing 71.33% of the Share Capital.<BR><BR>The Promoter seeks to acquire up to 39,75,836 Equity Shares representing 28.67% of Share Capital held by the public shareholders of the Company (Public Shareholders) in terms of the Delisting Regulations (Delisting Offer). If the Delisting Offer is successful as explained in paragraph 14 of this PA, the Promoter will apply for delisting of the Equity Shares of the Company from the BSE where they are currently listed, pursuant to the Delisting Regulations.<BR><BR>On September 29, 2015, the Promoter intimated his intention to make this Delisting Offer (Promoters Letter) to the board of directors of the Company for its approval and requested the board of directors of the Company to seek the approval of the Public Shareholders for the proposed delisting of the Company by way of a special resolution through postal ballot in terms of Regulation 8(1)(b) of the Delisting Regulations. 1.5 Pursuant to the intimation received from the Promoter, the board of directors of the Company, in its meeting held on October 5, 2015, took on record the Promoters Letter and appointed PL Capital Markets Pvt. Ltd to carry out due diligence as required in terms of Regulation 8(1A)(ii) of the Delisting Regulations. On receipt of the due diligence report from PL Capital Markets Pvt. Ltd, the board of directors of the Company met on October 19, 2015 and approved the proposed delisting in terms of Regulation 8(1)(a) of the Delisting Regulations subject to approval of the Public Shareholders. The result of the meeting of the board of directors of the Company held on October 19, 2015 for approving the Delisting Offer was notified to the BSE on October 19, 2015.<BR><BR>Proposed timeline for the Delisting Offer:<BR><BR>Publication of the PA by the Promoter - February 5, 2016<BR><BR>Specified Date for determining the names of Public Shareholders to whom the Offer Letter shall be sent - January 29, 2016<BR><BR>Dispatch of Offer Letter/ Bid Form to the Public Shareholders as on specified date - February 9, 2016<BR><BR>Bid Opening Date - February 16, 2016 <BR><BR>Last date for withdrawal or upward revision of bids - February 19, 2016 <BR><BR>Bid Closing Date - February 22, 2016<BR><BR>Last date of making public announcement of the Discovered Price/ Exit Price and the Promoters acceptance/ rejection of the<BR>Discovered Price/ Exit Price - February 29, 2016<BR><BR>Last date for payment of consideration for the Equity Shares to be acquired in case of successful Delisting Offer - March 8, 2016<BR><BR>Last date for return of the Equity Shares to the Public Shareholders in case of failure of the Delisting Offer/ rejection of Bids - March 8, 2016.