JOLLY BOARD LTD. - Delisting Offer

Keynote Corporate Services Ltd ("Manager to the Offer") on behalf of Jolly Exports Pvt. Limited (JEPL and/or Promoter/ Acquirer) has informed this Public Announcement ("PA") to the Equity shareholders of Jolly Board Ltd ("Target Company"), in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (hereinafter referred to as Delisting Regulations) in respect of the proposed acquisition and voluntary delisting of the fully paid up equity shares of the Target Company from the BSE Limited (BSE) as per the terms and conditions set out in this PA (Delisting Offer).<br/><br/>The Delisting Offer:<br/><br/>The subscribed and the paid-up equity share capital of the Target Company is Rs. 4,54,67,000/-, comprising of 45,46,700 Equity Shares of Rs. 10/- each. Presently, the promoter and promoter group holds, in aggregate 40,86,950 Equity Shares of Rs. 10/- each representing 89.89% of the paid-up Equity Share capital of the Company out of which JEPL holds 21,27,650 Equity Shares of Rs. 10/- each representing 46.80% of the paid-up equity share capital of the Company. The Equity Shares of the Company are listed on the BSE.<br/><br/>The Board of Directors of the Company in its meeting held on November 10, 2012 approved the Delisting Proposal in terms of<br/>Regulation 8(1)(a) of the Delisting Regulations and BSE was notified about the assent of the Board of Directors of the Company by the Company vide letter dated November 10, 2012.<br/><br/>A special resolution has been passed by the shareholders of JBL through postal ballot, the result of which was declared on January 04, 2013 and notified to the BSE by the Company vide letter dated January 04, 2013, approving the delisting of the Companys Equity Shares in accordance with the Delisting Regulations. The votes cast by the Public Shareholders in favour of the Delisting were more than two times the number of votes cast by the Public Shareholders against it.<br/><br/>Accordingly, the Promoter/Acquirer hereby makes an offer to acquire all the Equity Shares of the Company held by Public Shareholders and thereafter the Company proposes to apply for delisting of the Equity Shares of the Company from BSE, in accordance with the Delisting Regulations.<br/><br/>The floor price for the reverse book-building process in terms of Regulation 15(3) of the Delisting Regulations has been determined by the Promoter/ Acquirer to be Rs. 350.00 (Floor Price) per equity share, having a face value of Rs 10/- each.<br/><br/>Proposed Schedule for the Delisting Offer:<br/><br/>The proposed time table for the reverse book-building process is as follows:<br/><br/>Date of the Public Announcement - May 07, 2013<br/><br/>Specified Date - May 10, 2013<br/><br/>Dispatch of Offer Letters/ Bid Forms to Public Shareholders as on Specified Date - May 13, 2013<br/><br/>Bid Opening Date (9:00 am) - May 27, 2013<br/><br/>Last Date for revision (upwards) or withdrawal of bids - May 30, 2013<br/><br/>Bid Closing Date (3:00 pm) - May 31, 2013<br/><br/>Announcement of Discovered Price/ Exit Price and Promoter/ Acquirers Acceptance/ Non-acceptance of Discovered Price/ Exit Price - June 12, 2013<br/><br/>Last date for payment of consideration (Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Promoter/ Acquirer) - June 14, 2013<br/><br/>Last date for return of Equity Shares to shareholders in case of Bids not being accepted / failure of the Delisting Offer - June 14, 2013