Bosch Chassis - Delisting Offer
Citigroup Global Markets India Pvt Ltd (”Manager to the Delisting Offer”) on behalf of Robert Bosch GmbH (”Acquirer”) has issued this Public Announcement (”PA”) to the equity shareholders of Bosch Chassis Systems India Ltd (”Target Company”), pursuant to Clause 7 of the Securities & Exchange Board of India (Delisting of Securities) Guidelines, 2003 (the “Delisting Guidelines”), in respect of the proposed acquisition and delisting of the fully paid-up equity shares of Target Company under the Delisting Guidelines (the “Delisting Offer”). The Acquirer is the ultimate holding company of Robert Bosch LLC & Robert Bosch Investment Nederland B V, the promoter of the Company, who collectively hold 80.0% of the total issued equity share capital of the Company.
The Offer:
The Acquirer is making this PA to acquire, subject to the conditions mentioned in para 32 of this PA, upto 4,158,906 equity shares of Rs 10 each representing 20.0% of the fully paid-up equity share capital of Company under the Delisting Guidelines & delist the equity shares from the BSE & NSE. The board of directors of the Acquirer has vide its resolution dated June 02, 2008, resolved to make a voluntary delisting offer to the Public Shareholders of the Company in accordance with the Delisting Guidelines, to acquire upto 20.0% of the equity share capital of the Company, provided the price payable per equity share does not exceed Rs 600. However, this should in no way be construed as a ceiling or maximum price for the purposes of the reverse book building process contemplated herein & the Public Shareholders are free to tender their equity shares at any price higher than the Floor Price.
The Acquirer has vide letter dated June 02, 2008 expressed its intention to the board of directors of the Company to make another voluntary delisting offer to the Public Shareholders of the Company in accordance with the Delisting Guidelines in order to enhance operating flexibility of the Company & to provide a second exit opportunity to the Public Shareholders of the Company.
The approval of the shareholders of the Company is required in terms of Clause 6 of the Delisting Guidelines for any voluntary delisting of a Company. The shareholders of the Company have granted their approval for a voluntary delisting of the equity shares from the Stock Exchanges pursuant to a special resolution passed at the extraordinary general meeting of the Company held on July 15, 2008.
The Equity Shares are most frequently traded on BSE for the 26 week preceding the date of this PA. The Floor Price of the Delisting Offer determined in accordance with Clause 8(2) of the Delisting Guidelines is Rs 514 (”Floor Price”), which is the average of the preceding 26 weeks traded price quoted on the stock exchange where the equity shares are most frequently traded.
The price for Delisting Offer (”Discovered Price”) will be determined pursuant to the reverse book building process prescribed under the Delisting Guidelines.
The Acquirer shall announce the Discovered Price, & its decision to offer an Exit Price or reject the Discovered Price & withdraw the Delisting Offer, in accordance with the timetable set out in this PA.
Schedule of Activities:
Resolution for delisting of equity shares passed by the shareholders of the Company - July 15, 2008
Public Announcement - July 17, 2008
Bid Letter expected to be posted on or before - July 22, 2008
Bid Opening Date (10.00 am) - August 04, 2008
Bid Closing Date (3.00 pm) - August 08, 2008
Acceptance of Discovered Price/ Announcement of Exit Price/ Rejection of Discovered Price - August 12, 2008
Final Settlement Date with the BSE for equity shares in dematerialized form** - August 13, 2008
Tender Offer for holders of physical certificates opens - August 14, 2008
Last day for Public Shareholders holding equity shares in Physical form to tender their Shares - August 28, 2008
Final Settlement Date for Public Shareholders holding equity Shares in Physical Form - September 10, 2008
** Subject to the announcement of an Exit Price by the Acquirer.
Tags: Bosch Chassis