Reliance Energy Ltd has announced that the Company on March 31, 2008 has bought-back 1,21,500 equity shares of the Company.
Since the commencement of the buy-back on March 31, 2008, the Company has so far bought back 9,51,500 equity shares aggregating Rs 122.39 crore.
The Board of Directors of the Company has approved buy-back of equity shares of the Company up to an aggregate amount of Rs 800 crore.
Reliance Energy Ltd has announced that the Company on March 28, 2008 has bought-back 1,80,000 equity shares of the Company.
Since the commencement of the buy-back on March 28, 2008, the Company has so far bought back 8,30,000 equity shares aggregating Rs 107.20 crore.
The Board of Directors of the Company has approved buy-back of equity shares of the Company up to an aggregate amount of Rs 800 crore.
Reliance Energy Ltd has announced that the Company on March 27, 2008 has bought-back 2,00,000 equity shares of the Company.
Since the commencement of the buy-back on March 27, 2008, the Company has so far bought back 6,50,000 equity shares aggregating Rs 83.15 crore.
The Board of Directors of the Company has approved buy-back of equity shares of the Company up to an aggregate amount of Rs 800 crore.
JM Financial Consultants Pvt Ltd (”Manager to the Buyback”) on behalf of Reliance Energy Ltd (”Target Company”) has issued a Corrigendum to the Public Announcement to the shareholders / Beneficial owners of the Target Company, which is in continuation of and should be read in conjunction with the Original Public Announcement (”PA”) dated March 07, 2008, in compliance with the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (the “Regulation”) as amended. The Buyback Offer Opening has been rescheduled to March 25, 2008.
For further details please refer to the notice no 20080324-29 dated March 24, 2008.
Reliance Energy Ltd has informed BSE that the members of the Company will consider to approve, by way of Postal Ballot, the following Resolutions:
1. Change of Name of the Company :
Changing the name of the Company from “Reliance Energy Ltd? to “Reliance Infrastructure Ltd” and consequently the new name “Reliance Infrastructure Ltd” shall appear in the Memorandum and Articles of Association of the Company, subject to necessary provisions and approvals.
2. Buy-back of shares :
Authority to the Board of Directors to buy-back from the shareholders of the Company, equity shares of Rs 10 each of the Company not exceeding 5,91,32,565 equity shares, being 25% of the total existing paid-up equity share capital of Rs 236,53,02,620 comprising of 23,65,30,262 equity shares at a price not exceeding Rs 1,600.00 per equity share to be financed out of the Securities Premium Account and / or Free Reserves such that the aggregate consideration for the shares to be bought-back does not exceed Rs 2,000.14 crore (as reduced by the amount, if any, used for buy-back of shares in terms of the offer of buy-back in pursuance of the resolution passed by the board of directors of the Company at its meeting held on March 05, 2008), being an amount not exceeding 25% of the paid-up equity share capital and Free Reserves (including Securities Premium) of the Company (hereinafter referred to as “buy-back”), subject to necessary provisions and approvals.
3. Waiver of entitlement to receive Bonus Shares proposed by Reliance Power Ltd :
To waive Company’s entitlement to for the issuance and allotment of Bonus Shares by capitalisation of reserves as proposed by Reliance Power Ltd pursuant to the resolution passed by its Board of Directors at their meeting held on February 24, 2008, in relation to the Company’s existing shareholding in Reliance Power Ltd, and the decision of the board of directors of the Company in this behalf be and is hereby confirmed and ratified.
4. Acceptance of gift of shares of Reliance Power Ltd from AAA Project Ventures Pvt Ltd:
The Company do accept from AAA Project Ventures Pvt Ltd, a gift of 6.15 crore equity shares of the face value of Rs 10 each representing 2.57% of the post-bonus issue equity share capital of Reliance Power Ltd, and the decision of the board of directors of the Company in this behalf be and is hereby confirmed and ratified.
5. Appointment and fixation of terms of re-appointment of Shri S C Gupta as Whole-time Director designated as Director (Operations) :
Consent of the Company to the appointment of Shri S C Gupta as Whole-time director of the Company designated as Director (Operations) of the Company for a period of five years from January 18, 2008 to January 17, 2013, on the remuneration terms and conditions, subject to necessary provisions and approvals.
The Board of directors has appointed Shri Anil Lohia, Chattered Accountant, as Scrutinizer to conduct the voting through Postal Ballot, in a fair and transparent manner and to receive and scrutinize the completed ballot forms from the Members.
Postal ballot forms duly completed with the assent(for) or dissent (against), so as to reach the Scrutinizer before the close of working hours (17.00 hours) on or before April 16, 2008, to be eligible for being considered failing which it will be strictly treated as if no reply has been received from such Member. The Scrutinizer will submit his report to the Chairman after completion of scrutiny and the results of the postal ballot will be announced on or after April 17, 2008.
Reliance Energy Ltd has informed BSE that the Board of Directors of the Company has decided to change the name of the Company to “Reliance Infrastructure Ltd“, subject to the approval of shareholders and compliance with related formalities.
In this regard the Company has issued the following Press Release:
Reliance Energy Board has approved the change of the Company’s name to “Reliance Infrastructure Ltd” and is set to seek shareholder’s approval for the same.
Explaining the name change a senior official said “Reliance Energy Ltd is the largest private player in the electricity sector across the entire value chain (generation, transmission, distribution, trading and EPC). However, over the past two and half years, the Company has emerged as a leader in all areas of infrastructure business. The new name “Reliance Infrastructure Ltd” will adequately reflect the current nature of the businesses in the Company fold and in line with the Company’s vision to tap and play a vital role in the emerging potential in the country for infrastructure development”.
Reliance Energy is currently:
? Largest private power sector EPC player in the country with order book of over 8,000 crore.
? Largest power transmission infrastructure developer in private sector including the Western Region Strengthening System, (WRSS) the only 100% owned power Transmission project to be developed by private player in the country.
? Largest private sector metro rail project developer in the country with 12km VAG corridor in Mumbai and 22.7 km airport link in Delhi
? Largest concessionaire for NHAI and building over 400 kms of road highway projects.
? Preferred bidder to construct the 25 km long, country’s longest, bridge over sea link (MTHL) in Mumbai.
Apart from the above REL is constructing the country’s tallest 100 storey corporate park in Hyderabad and has plans for setting SEZ in Noida and Mumbai and is in advanced stages of bidding for several metro, airports, highway and energy distribution projects across the country.
“The new name reflects the branding philosophy followed by the ADA Group, where name signifies the space in which business operates and create a sharper brand presence among the stakeholders”.
“The name change will not affect any of the rights of the Company or the shareholders of the Company”, the official added.
JM Financial Consultants Pvt Ltd (”Manager to the Buyback”) on behalf of Reliance Energy Ltd (”Target Company”) has issued this Public Announcement (”PA”) to the shareholders / Beneficial owners of the Target Company, in compliance with the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended.
The Buyback Offer:
The Target Company hereby announces the buyback of its fully paid-up Equity Shares of the face value of Rs 10 each (”Equity Shares”) from the existing owners of Equity Shares (the “Buy-Back”) from the open market through Stock Exchanges using the electronic trading facilities of the Bombay Stock Exchange Ltd (”BSE”) and the National Stock Exchange of India Ltd (”NSE”) in accordance with the provisions of Sections 77A, 77AA and 77B of the Companies Act, 1956 (the “Act”) and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (”the Buyback Regulations”) at a price not exceeding Rs 1600.00 per equity share (”Maximum Offer Price”) payable in cash, for an aggregate amount not exceeding Rs 800.06 crore (”Offer Size”). The Offer Size represents 10% of the aggregate of the Company’s total paid-up equity capital as on the date of Board meeting at which the Buy-back was approved i.e. March 05, 2008 and Free Reserves as on March 31, 2007 (the date of the latest audited accounts).
The number of equity shares to be bought back would depend upon the average price paid for the equity shares bought back and the aggregate consideration paid for such equity shares bought-back, subject to the maximum limit of 10% of the total paid up Share capital and free reserves of the Company in accordance with the resolution passed by the Board of Directors of the Company on March 05, 2008. This is subject to a further limit of 25% of the total paid up-equity share capital of the Company in a financial year as stipulated in the Act. Hence, there is no fixed minimum or maximum number of shares that the Company proposes to buy back.
As per section 77A of the Companies Act, 1956, the number of equity shares that can be bought back in any financial year shall not exceed 25% of the total equity paid-up capital of the company. Accordingly, the maximum number of equity shares that can be bought back shall not be more than 5,91,32,565 equity shares being 25% of paid capital of 23,65,30,262 equity shares of Rs 10 each (as of the date of this resolution), subject to limit of amount that can be deployed for such buy-back.
Schedule of activities:
Date of opening of the Buyback - March 17, 2008.
Acceptance of Equity Shares - Within 15 days of the relevant payout dates of the Stock Exchanges.
Extinguishment of Equity Shares - Within 7 days of acceptance as above.
Last Date for the Buyback - March 04, 2009 (i.e. 12 months from the date of the resolution passed by the Board of Directors of the Company at its meeting held on March 05, 2008). The Board in its absolute discretion may decide to close the buy-back of shares at such date as may be determined by the Board irrespective of whether the maximum limit of buy-back has or has not been reached, by giving an appropriate notice for such date and completing all formalities in this regard as per relevant laws and regulations.
Reliance Energy Ltd (REL) has informed BSE that the Board of Directors of the Company at its meeting held on March 05, 2008, has approved a buy-back of its outstanding equity shares for an aggregate amount of up to approximately Rs 2,000 crore (US$ 500 million), in two phases.
An amount of Rs 800 crore (US$ 200 million) will be expended in the first phase on the share buyback, pursuant to the approval granted by the Board of Directors. This amount represents 10% of the paid-up equity share capital of the Company, and its free reserves.
A further amount of Rs 1,200 crore (US$ 300 million) will be expended in the second phase, subject to necessary approvals by the shareholders, in terms of the provisions of the Companies Act, 1956 and relevant SEBI Guidelines. This amount represents an additional 15% of the paid-up equity share capital of the Company, and its free reserves.
REL will buy-back shares up to a maximum price of Rs 1,600, representing a premium of over 30% to the low of Rs 1,225 recorded during the calendar year 2008, and a premium of approx. 10% to the closing share price on the date of the Board meeting.
REL will buy-back shares on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE), through a transparent mechanism of open market purchases, from time to time.
The share buy-back will be made from the Company’s substantial balances of cash and cash equivalents, and is expected to:
? reduce short term volatility in the Company’s share price;
? deter speculative activity in the Company’s shares;
? send a strong signal to the capital markets on the perceived under-valuation of the Company’s share price; and
? reiterate the confidence of management in future growth prospects of the Company.
The shares purchased under the buy-back program will be cancelled, as required under SEBI guidelines, leading to a reduction in the Company’s outstanding equity capital.
The proposed buy-back is expected to lead to the following benefits:
? Reduction in the outstanding number of equity shares, and consequently, an increase in earnings per share (EPS);
? Improvement in Return on Net Worth and other financial ratios;
? Reduction in floating stock, contributing to higher valuations, and enhancing long term price performance;
? Reduction in volatility in the Company’s stock price, leading to reduction in the cost of equity, and weighted average cost of capital (WACC);
? No impact on leverage ratios, as the Company is debt free at a net level;
? Positive impact on the Company’s stock price, contributing to maximization of overall shareholder value.
REL’s fully diluted equity capital is Rs 279.53 crore, and its market capitalisation is over Rs 42,000 crore (US$ 10.5 billion).
Reliance Energy Ltd has informed BSE that the Board of Directors of the Company was held on February 24, 2008.
The following media release issued by Reliance Power Ltd, which, inter alia, incorporates the decisions of Board of Reliance Energy Ltd, which is self explanatory:
“Reliance Power Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 24, 2008, has approved a proposal for issuing free bonus shares to all categories of shareholders, excluding the promoter group (comprising of Reliance Energy Ltd. and the ADA Group), in the ratio of 3 shares for every 5 shares held, subject to necessary approvals.
The proposed bonus offering will result in reduction of the cost of Reliance Power shares below the IPO price as follows:
Rs 269 per share for retail investors, 40% lower than the IPO price of Rs 430.
Rs 281 per share for other investors, 37% lower than the IPO price of Rs 450.
In a related development, Mr. Anil D Ambani, Chairman, Reliance ADA Group, on February 24, 2008 simultaneously announced a voluntary contribution of 2.6% of his shareholding in Reliance Power to Reliance Energy Ltd., to protect the Company from any dilution of its existing 45% stake in Reliance Power, as a result of the bonus proposal.
Accordingly, Reliance Energy’s stake in Reliance Power will be maintained at the existing level of 45%, and the revised shareholding pattern of Reliance Power will be as follows:
-------------------------------------------------------------------------------------------- Existing Proposed -------------------------------------------------------------------------------------------- Anil D Ambani 45% 40% Reliance Energy 45% 45% Public shareholders 10% 15% --------------------------------------------------------------------------------------------
The reduction of Mr. Ambani’s shareholding in Reliance Power by 5% from 45% to 40%, represents a contribution of nearly Rs 5,000 crore (US$ 1.2 billion) by him, in favor of nearly 6 million investors in Reliance Energy and Reliance Power.
Commenting on the move, Mr. Ambani said, “I have been personally concerned by the notional losses arising to millions of long term investors in Reliance Power, as a result of a dramatic adverse change in sentiment in global and domestic capital markets, subsequent to the pricing of our IPO.
Though equity shares are by their very nature risk-bearing instruments, nevertheless, we have taken these one-time and unprecedented measures today, in demonstration of our philosophy of endeavoring to protect and enhance value for all our long-term
shareholders.”
Based on the proposal for issuance of bonus shares, the paid up share capital of the Company will stand increased to 239.7 crore equity shares of Rs 10 each.
Reliance Power’s IPO closed on January 18, 2008, receiving an overwhelming and record breaking response, with commitments of nearly Rs 7,50,000 crore (US$ 190 billion), from nearly 500 institutional investors across the globe, and 5 million retail investors.
Reliance Power has the world’s largest shareholder family of nearly 500 overseas and domestic institutional investors, and over 4 million retail investors.
Reliance Power has a market capitalization of over Rs 94,000 crores (over US$ 23 billion) ? among India’s 10 most valuable private sector Companies, and a net worth of nearly Rs 14,000 crore (over US$ 3.5 billion) ? among the top 5 private sector Companies in India on this parameter.
Reliance Power is implementing power projects with aggregate capacity of over 28,000 MW, by far the largest development pipeline in the country.”