FAIRFIELD ATLAS LTD. - Delisting Offer

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FAIRFIELD ATLAS LTD. - Delisting Offer

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07 May 2013
Fairfield Atlas Ltd has informed BSE about the following.<br/><br/>Deutsche Equities India Pvt Ltd ("Manager to the Offer") on behalf of T-H Licensing, Inc. (T-H Licensing/ Promoter / Acquirer) along with Fairfield Manufacturing Company Inc person acting in concert (PAC) has informed this Public Announcement ("PA") to the Equity shareholders of Fairfield Atlas Ltd ("Target Company"), in respect of the proposed acquisition and voluntary delisting ("Delisting Offer") of the equity shares of the Target Company, pursuant to Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Share) Regulations, 2009 ("Delisting Regulations").<br/><br/>The Delisting Offer:<br/><br/>The paid-up equity share capital of the Company (Equity Share Capital) is Rs. 27,32,05,400/- comprising 2,73,20,540 fully paid-up equity shares having face value of Rs. 10/- each (Equity Shares). The Equity Shares are listed on the BSE.<br/><br/>The Board of Directors of the Company, at its meeting held on February 26, 2013, approved the proposal received from the Promoter to initiate the Delisting Offer in accordance with the Delisting Regulations, subject to applicable laws and to seek approval of the shareholders of the Company. A special resolution has been passed by the shareholders of the Company through postal ballot in accordance with the provisions of sections 189(2) and 192A of the Companies Act read, with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, the result of which was declared on April 16, 2013, and notified to BSE on April 16, 2013, approving the proposed Delisting Offer. The votes cast by Public Shareholders in favour of the Delisting Offer were more than two times the number of votes cast by the Public Shareholders against it. The BSE has issued its in-principle approval to the Delisting Offer subject to compliance with the Delisting Regulations, vide its letter dated April 30, 2013.<br/><br/>The Equity Shares are proposed to be delisted from the BSE (the only stock exchange where the Equity Shares are listed) in accordance with the Delisting Regulations.<br/><br/>The Floor Price is Rs. 135.82/- (Rupees One Hundred Thirty-five and Paise Eighty-two only) per Equity Share in terms of Regulation 15(2) of the Delisting Regulations.<br/><br/>Proposed Time Table for the Delisting Offer:<br/><br/>Date of publication of the Public Announcement - May 07, 2013<br/><br/>Specified Date for determining the names of the Public Shareholders to whom the Offer Letter shall be sent - May 08, 2013<br/><br/>Dispatch of Offer Letters / Bid Forms to Public Shareholders - May 10, 2013<br/><br/>Bid Opening Date (10:00 am) - May 22, 2013<br/><br/>Last Date of Revision (upwards) or withdrawal of bids - May 24, 2013<br/><br/>Bid Closing Date (3:00 pm) - May 27, 2013<br/><br/>Announcement of Discovered Price/Exit Price and the Promoters Acceptance / Non-acceptance of Discovered Price / Exit Price* - June 06, 2013<br/><br/>Last date of payment of consideration in case of a successful Delisting Offer# - June 10, 2013<br/><br/>Last date for return of Offer Shares to Public Shareholders in case of failure of Delisting Offer / Bids not accepted - June 10, 2013<br/><br/>* This is an indicative date and the announcement may be made before June 06, 2013<br/><br/># Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Promoter
View all announcements for FAIRFIELD ATLAS LTD.	Source: BSE India

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