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Posts Tagged ‘Bosch Chassis’

Bosch Chassis - Delisting Offer

Friday, July 18th, 2008

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 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.

Bosch Chassis - Outcome of EGM

Tuesday, July 15th, 2008

Bosch Chassis Systems India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on July 15, 2008, inter alia, have accorded to the following:

1. Approved the proposal received from Robert Bosch GmbH, the parent holding company of the promoters of the Company to undertake a voluntary delisting of the shares of the Company from the BSE and NSE, where such shares are listed, in accordance with the provisions of the Delisting Guidelines and other applicable provision if law.

2. Authorized the Board of Directors of the Company and / or any of its committees on behalf of the Company to do all such acts, deeds, matters and things as they may at their discretion deem necessary or desirable for such purpose, and with power on behalf of the Company to settle any questions difficulties or doubts that may arise in this regard as they may in their absolute discretion deem fit.

3. Authorized the Board of Directors to delegate all or any of the powers conferred by this resolution on it to any committee of directors or any director(s) or officer of the Company to give effect to the aforesaid resolutions.

Bosch Chassis - Outcome of Board Meeting

Friday, June 13th, 2008

Bosch Chassis Systems India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 12, 2008, inter alia, has:

1. Taken the record and approved the proposal received from Robert Bosch GmbH, the parent holding company of the promoters of the Company, on June 02, 2008 to initiate another voluntary delisting of the shares of the Company through the acquisition of such number of additional equity shares of the Company necessary for the Company to become delisted pursuant to the provisions of the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 (”Guidelines”), provided that the price payable per equity shares does not exceed Rs 600 (”Delisting Offer”), and subject to applicable law and the approval of the Shareholders of the Company, Pursuant to the Delisting Offer the Shares of the Company shall be delisted from the Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd.

2. Decided that the above matter will be placed before the shareholders for consideration and consent at the Extra ordinary General Meeting which has been convened on July 15, 2008

3. Approved the draft Notice convening the Extra Ordinary General Meeting which has been convened on July 15, 2008.

Bosch Chassis - Board Meeting on Jun 12, 2008

Tuesday, June 10th, 2008

Bosch Chassis Systems India Ltd has informed BSE that the Board of Directors of the Company have received a letter from Robert Bosch Gmbh (”Robert Bosch”), the parent holding Company of the promoters of the Company, on June 02, 2008, proposing to make a another voluntary delisting of the shares of the Company from the Bombay Stock Exchange Ltd (”BSE”) and National Stock Exchange India Ltd (”NSE”) under the provisions of Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 (”Guidelines”), and to acquire all outstanding shares of the Company in accordance with the Guidelines, provided the price payable per equity share does not exceed Rs 600 (”Delisting Offer”). At present, Robert Bosch LLC and Robert Bosch Investment Nederland B.V. the promoters of the Company collectively hold 80% of the total issued share capital of the Company.

Robert Bosch, had earlier made a public announcement to the public shareholders of the Company on February 29, 2008, in accordance with Delisting Guidelines. However, the price determined by the reverse book building process, i.e. Rs 750 per equity share of the Company was not acceptable to Robert Bosch. Therefore, Robert Bosch rejected the final price in accordance with the Delisting Guidelines on April 01, 2008. Based on the feedback received following the outcome of the previous delisting offer, Robert Bosch now proposes to provide another exit opportunity to the minority shareholders of the Company. The Delisting Offer is proposed to be made to enhance operating flexibility and provide an exit opportunity to the public shareholders of the Company. Pursuant to the Delisting Offer, the securities of the Company listed on the BSE and the NSE will be delisted.

The Company proposes to take up the matter at the forthcoming meeting of the Board of Directors of the Company scheduled to be held on June 12, 2008.

Bosch Chassis - Updates on Delisting Offer

Tuesday, April 1st, 2008

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”),which is in continuation of & should be read in conjunction with the original PA dated February 29, 2008, pursuant to Clause 10 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 (”Equity Shares”) of Target Company under the Delisting Guidelines (the “Delisting Offer”).

The Acquirer hereby announces the results of the Delisting Offer made through reverse book building process using electronic facility of Bombay Stock Exchange Ltd (”BSE”).

The Acquirer has rejected the final price of Rs 750 per equity Share established by the reverse book building process which opened on March 24, 2008 & closed on March 28, 2008 for Shareholders holding shares in the dematerialized form, in accordance with the Delisting Guidelines (being the price at which the largest number of Equity Shares were tendered).

The Delisting Offer stands withdrawn & the Acquirer has no obligation to acquire the Equity Shares tendered in the Delisting Offer. The Equity Shares tendered in the Delisting Offer will be returned to the Shareholders on or around April 02, 2008, in accordance with the Delisting Guidelines.

All terms & conditions of the Delisting Offer as set forth in the Original PA & the Bid Letter dated March 01, 2008 remain unchanged.

Bosch Chassis - Delisting Offer

Wednesday, March 5th, 2008

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 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 (”Shares”) of Target Company under the Delisting Guidelines (the “Delisting Offer”).

The Offer:

The Acquirer is making this PA to acquire, subject to the conditions mentioned in para 30 of this PA, upto 4,158,906 equity shares of Rs 10 each (”Equity Shares”) representing 20.0% of the fully paid-up equity share capital of Company under the Delisting Guidelines & delist the Shares from BSE & NSE. The Acquirer is the ultimate holding company of Robert Bosch LLC & Robert Bosch Investment Nederland B.V., the promoters of the Company, who collectively hold 80.0% of the total issued share capital of the Company.

The Shareholders of the Company have granted their approval for a voluntary delisting of the Shares of the Company from the Stock Exchanges, by requisite majority, at an Extra-ordinary general meeting held on February 27, 2008.

The Floor Price of the Delisting Offer determined in accordance with Clause 8(2) of the Delisting Guidelines is Rs 415 (”Floor Price”), which is the average of the 26 weeks traded price quoted on the stock exchange where the shares are most frequently traded.

The Acquirer shall announce the Final Price, the Exit Price (if any) & its decision to either accept or reject the Final Price or accept the Shares tendered upto & inclusive of the Exit Price in accordance with the timetable set out in this PA.

Schedule of Activities:

Public Announcement - February 29, 2008

Bid Opening Date (10.00 am) - March 24, 2008

Bid Closing Date (3.00 pm) - March 28, 2008

Announcement of Acquirer’s Acceptance/Rejection of Final Price or Announcement of Exit Price - April 01, 2008

Final Settlement Date for Shares in Dematerialised form - April 02, 2008

Tender Offer for holders of physical certificate opens - April 03, 2008

Last day for Shareholders of Physical Shares to tender their Shares - April 17, 2008

Final Settlement Date for Shares in Physical Form - April 30, 2008

Bosch Chassis - Outcome of EGM

Wednesday, February 27th, 2008

Bosch Chassis Systems India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on February 27, 2008, inter alia, have granted to Robert Bosch GmbH, the parent holding Company of the promoters of the Company, to undertake a voluntary delisting of the shares of the Company from the BSE and NSE, where such shares are listed, in accordance with the provisions of the Delisting Guidelines and other applicable provisions of law, subject to necessary provisions & approvals.

Bosch Chassis fixes Book Closure for Dividend & AGM

Monday, February 25th, 2008

Bosch Chassis Systems India Ltd has informed BSE that the Register of Members & Share Transfer Books of the Company will remain closed from April 18, 2008 to April 29, 2008 (both days inclusive) for the purpose of payment of dividend & 26th Annual General Meeting (AGM) of the Company to be held on April 29, 2008.

Bosch Chassis - EGM on Feb 27, 2008

Friday, February 8th, 2008

Bosch Chassis Systems India Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on February 27, 2008, inter alia, for
approval for granted to Robert Bosch GmbH, the parent holding Company of the promoters of the Company, to undertake a voluntary delisting of the shared of the Company from the BSE and NSE, where such shares are listed, in accordance with the provisions of the Delisting Guidelines and other applicable provisions of law, subject to necessary provisions & approvals.