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HOV Services Ltd board of directors considerrs and approves buy back of Company's fully paid up equity shares of Rs. 10/- each from the existing owners of shares from open market.
Financial Consultants Pvt Ltd (Manager to the Buy Back) on behalf of HOV Services Ltd ("Target Company") has issued this Public Announcement ("PA") dated January 13, 2009 to the Equity Shareholders / Beneficial owners of the equity shares of the Target Company, pursuant to the provisions of Regulations 5A and 8(1) read with 15(c) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 for the time being in force including any statutory modifications and amendments from time to time ("Buy-Back Regulations") and contains the disclosures as specified in Schedule II to the Buy-Back Regulations.
The Target Company hereby announces the Buy-Back ("Buy-Back") of fully paid-up Equity shares of the face value of Rs. 10/- each ("Equity Shares") not exceeding 1,000,000 Equity Shares ("Maximum offer Shares") and a minimum number of 250,000 Equity Shares ("Minimum Offer Shares") from the existing owners of Equity Shares other than those who are promoters, promoter group, directors of promoters, persons in control and persons acting in concert (such shareholders hereinafter referred to collectively as "Persons in Control") (that being understood that the "persons in control") and "persons acting in concert" will be such of persons as have been disclosed under the filings made by the Company under the Securities and Exchange Board India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended ("SEBI Takeover Regulations")) at a price not exceeding Rs 50 (Rupees Fifty Only) per Equity Share (the "Maximum Offer Price") payable in cash, for an aggregate amount not exceeding Rs 5.00 crore ("Maximum Offer Size"). The Maximum Offer Size represents 6.15% of the aggregate of the Company's total paid-up equity capital and free reserves as on March 31, 2008 (the date of the latest standalone audited accounts).
The Buy-back will be implemented by the Company through the methodology of "Open market purchases through stock exchanges" using the electronic trading facilities of the Bombay Stock Exchange Ltd ("BSE") and the National Stock Exchange of India Ltd ("NSE", and together with BSE, the "Stock Exchanges") in accordance with the provisions of Sections 77A, 77B and other applicable provisions of the Companies Act, 1956 (the "Act") read with Article 11 of the Articles of Association of the Company and the Buy-Back Regulations, in the manner and on such terms and conditions as determined by the Board of Directors of the Company (the "Board") and disclosed in this Announcement.
The actual deployment in the Buy-back will depend upon the average price paid for the Equity Shares bought back and the actual number of Equity Shares bought back.
The Maximum Offer Price has been arrived at after taking into consideration factors such as the trends in the market price of the Equity Shares during the last 6 months prior to the date of the meeting held on January 13, 2009 of the Board for approval of Buy-back ("Board Meeting" and resolution passed on such date in this regard, the "Board Resolution"), the price-earning ratio and impact on other financial parameters and the possible impact of the Buy-back on the Company's earnings per Equity Share. The Maximum Offer Price offers a premium of 60.00% over the average closing price of the Equity Shares on the Stock Exchanges, as on January 12, 2009 (the day prior to the Board Meeting).
Proposed Time Table
Date of Board Resolution approving the Buy-back - January 13, 2009.
Date of opening of the Buy-back - February 2, 2009.
Acceptance of Equity Shares - Within the relevant payout dates of the Stock Exchanges.
Verification of Equity Shares accepted in the physical mode - Within 7 days of the relevant payout date
Extinguishment of Equity Shares - Within 7 days of acceptance or verification of Equity Shares as mentioned above.
Last Date for the Buy-back - January 12, 2010 (i.e. 12 months from the date of the Board Resolution). However, the Board in its absolute discretion may decide to close the Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased under the Buy-back, even if the Maximum Offer Size has not been reached or the Maximum Offer Shares have not been bought back, by giving appropriate notice of such date and completing all formalities in this regard as per relevant laws and regulations. There would be a completion of all payment obligations in respect of the Buy-back prior to the last date of the Buy-back.
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