ICICI Securities Ltd ("Manager to the Offer") on behalf of AV Co 3 Ltd ("AV Co 3" or "Acquirer"), has issued this Public Announcement ("PA") to the Equity shareholders of Avery India Ltd ("Target Company"/ "AIL"/ "Company"), pursuant to Clause 7 of the Securities & Exchange Board of India (Delisting of Securities) Guidelines, 2003 ("Delisting Guidelines"), in respect of the proposed acquisition and delisting of the fully paid up equity shares of the Company ("Shares") under the Delisting Guidelines.
The Delisting Offer:
The issued and paid-up equity share capital of the Target Company constitutes of 98,32,302 equity shares of Rs 10/- each aggregating Rs 9.83 crore. Avery Weigh-Tronix International Ltd (formerly Avery Berkel Holdings Ltd) and AV Co 3 Ltd (formerly AV Acquisition Co 3 Ltd), Promoters of the Target Company ("Promoters"), directly hold respectively 52,54,457 and 24,42,380 fully paid-up equity shares in Target Company as on the date of this PA which constitutes 78.28% of the fully paid-up equity share capital of the Target Company.
The Acquirer would like to provide an exit opportunity to the Public Shareholders of the Company and is making this PA to acquire, subject to the conditions mentioned in paragraph 10 of this PA, all outstanding Shares not currently held by it, being 21,35,465 Shares of Rs 10/- each representing 21.72% of the fully paid-up equity share capital of the Company from the Public Shareholders, if and when offered by the Public Shareholders, pursuant to the delisting offer under the Delisting Guidelines ("Delisting Offer") and proposes to apply for delisting of the Shares from the stock exchanges where the Shares of the Company are listed viz. the Bombay Stock Exchange Ltd("BSE") and Calcutta Stock Exchange Association Ltd ("CSE") ("Stock Exchanges").
The Acquirer has vide its letter dated May 05, 2009 intimated its decision to the Company to make a Delisting Offer to the Public Shareholders of the Company in accordance with the Delisting Guidelines and requested the Company to convene an extraordinary general meeting of its shareholders to consider, and if thought fit, to approve by way of a special resolution the delisting of the Shares from the Stock Exchanges.
The Acquirer has further given an indicative price of Rs 83/- per Share for the Delisting Offer. However, the indicative price should in no way be construed as a ceiling or maximum price for the purposes of the reverse book building process contemplated herein, and the Public Shareholders are free to tender their Shares at any price higher than the Floor Price.
A special resolution has been passed by the shareholders of the Company at the Extraordinary General Meeting of the Company held on June 04, 2009, approving the delisting of the Company's Shares from the Stock Exchanges in terms of Clause 6 of Delisting Guidelines. The Acquirer reserves the right to withdraw the Delisting Offer in the event all or any of the conditions for the Delisting Offer as mentioned in paragraph 20 in PA, have not been fulfilled or in accordance with the Delisting Guidelines.
The Shares of AIL are frequently traded on BSE within the meaning of explanation (i) of Regulation 20 (5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended ("SEBI (SAST) Regulations").
The floor price for Shares as stipulated by the Delisting Guidelines has been computed as Rs. 75.65 ("Floor Price"), which is the average of 26 weeks traded price quoted on BSE where the Shares of the Company are most frequently traded preceding 26 weeks from the date of this PA . The computation of the Floor Price for the Delisting Offer is based on the average of the daily closing prices for the Shares of the Company as recorded on BSE, for the preceding 26 weeks to the date of this PA.
The Acquirer proposes to acquire the Shares of the Company by way of a reverse book-building process ("RBP") as provided in the Delisting Guidelines.
Public Shareholders holding Shares in dematerialised form only may tender their Shares during the Bid Period.
In accordance with the Delisting Guidelines, the price payable by the Acquirer for the Shares it proposes to acquire pursuant to the RBP will not be less than the price at which the maximum number of Shares have been tendered during the Bid Period ("Discovered Price").
The Acquirer has vide its letter dated May 05, 2009, has given an indicative price of Rs 83/- per Share for the Delisting Offer. However, this should in no way be construed as a ceiling or maximum price for the purposes of the RBP contemplated herein, and the Public Shareholders are free to tender their Shares at any price higher than the Floor Price.
The Acquirer is obliged to accept the Discovered Price if it is equal to the Floor Price, but is under no obligation to accept the Discovered Price if it is higher than the Floor Price and may in its sole discretion, acquire the Shares at the Discovered Price if it is higher than the Floor Price or at a price higher than the Discovered Price. The price so accepted by the Acquirer (not less than the Discovered Price) is referred to as the exit price ("Exit Price").
The Acquirer shall announce the Discovered Price, the Exit Price and its decision to reject or to accept the Discovered Price and/or the Exit Price, in accordance with the timetable set out in PA.
Schedule of Activities:
The proposed timetable for the Delisting Offer process is as follows:
Extraordinary General Meeting of the Company to approve the delisting resolution - June 04, 2009
Publication of the Public Announcement - June 19, 2009
Expected date of dispatch of Tender Letters/ Bid Forms/ Form of Acceptance to Public Shareholders as on June 12, 2009 by - June 22, 2009
Bid Opening Date (10.00 am) - June 26, 2009
Bid Closing Date (3.00 pm) - July 01, 2009
Announcement of Discovered Price/ Exit Price and the Acquirer's Acceptance/ Non-acceptance of Discovered Price / Exit Price by - July 03, 2009
Final Settlement Date with BSE Clearing House - July 6, 2009
(for Shares in Dematerialised Form)#
Period for Shareholders holding Physical Share Certificates to tender their Shares# - July 07, 2009 to July 21, 2009
Final Settlement Date (for Shares in Physical Form) - August 04, 2009
# Subject to the acceptance of the Discovered Price or offer of an Exit Price, higher than the Discovered Price by the Acquirer.
