- 5. The Company has initiated a shareholder approval process via postal ballot - what is this? Will the final exit offer price be decided via this process?
As per the Delisting Regulations, a company is required to obtain (a) the approval of its board of directors; and (b) the approval of its shareholders by way of special resolution through postal ballot
The board of directors of the Company, in its meeting held on May 18, 2020, amongst other things, approved the Promoter's proposal to voluntarily delist the Equity Shares from the Stock Exchanges and authorised the Company to seek shareholders' approval by way of special resolution through postal ballot process. Accordingly, the Company has dispatched the postal ballot notice to its shareholders on May 25, 2020. Remote e-voting commences at 9:00 A.M.(IST) on Tuesday, May 26, 2020 and ends at 5:00 P.M. (IST) on Wednesday, June 24, 2020. Once the vote on the resolution is cast by a member, such member will not be allowed to change it subsequently.
In terms of the Delisting Regulations, the special resolution can be acted upon only if the votes cast by Public Shareholders in favour of the proposal amount to at least two times the number of votes cast by Public Shareholders against it.
The postal ballot process is only to seek shareholders' approval in relation to the Delisting Offer. The final exit offer price will not be decided through this process. As mentioned above, the final exit offer price will be determined pursuant to the reverse book building process as specified under the Delisting Regulations.
- 6. When does the reverse book building process begin? How am I supposed to tender shares and indicate a price in this process?
Upon receiving all the necessary approvals including the shareholders' approval and in-principle approval from the Stock Exchanges, the Promoter will issue a PA and dispatch the LOF and the bid form to the Public Shareholders of the Company. The PA and LOF shall contain details of the next steps, including procedure and timelines for the reverse book building process.
- 7. Can I participate even if I don't receive the LOF and the bid form?
Yes, a Public Shareholder can participate in the Delisting Offer and make bids even if it did not receive the LOF and the bid form.
- 8. When is the Delisting Offer deemed to be successful? When are the shares delisted from the stock exchanges?
The Delisting Offer shall be considered successful if the Equity Shares accepted through the Delisting Offer takes the shareholding of the Promoter (along with persons acting in concert) to at least 90% of the paid-up equity share capital of the Company, excluding the shares which are then held by a custodian and against which ADS have been issued, and if the Promoter accepts the final exit offer price (which is determined in accordance with the reverse booking building process) in accordance with the Delisting Regulations.
After the success of the Delisting Offer and payment of consideration to the Public Shareholders who have tendered their Equity Shares, the Company will make the final application to the Stock Exchanges. Upon the receipt of the approval of the Stock Exchanges, the Equity Shares will be delisted.
- 9. Is the Promoter required to deposit any amount in an escrow account?
In terms of the Delisting Regulations, before making the PA, the Promoter will be required to deposit in the escrow account the total estimated amount of consideration calculated on the basis of the floor price and number of Equity Shares outstanding with Public Shareholders. This can be done by way of a cash deposit or by a bank guarantee or a combination of both.
On determination of the final exit offer price and acceptance of the same by the Promoter, an additional sum to make up the entire sum due and payable as consideration in respect of Equity Shares outstanding with Public Shareholders will be required to be deposited in the escrow account.
- 10. When would I receive money for tendering of shares?
Upon success of the Delisting Offer, the Promoter would be required to make a post offer PA, amongst other things, informing its acceptance of the final exit offer price and the success of the Delisting Offer. All the Public Shareholders whose Equity Shares are verified to be genuine shall be paid the final exit offer price within ten working days from the closure of the bidding period.
- 11. What will happen if the Delisting Offer fails?
The Promoter is not bound to accept the Equity Shares at the final price discovered pursuant to the reverse book building process. If the final exit offer price is not acceptable to the Promoter, it may either reject the offer or has the option to make a counter offer to the Public Shareholders in accordance with the Delisting Regulations. In the event, a counter offer is made and is successful in accordance with the Delisting Regulations, the final exit offer price would be the counter offer price in accordance with the Delisting Regulations.
Where the Promoter decides to: (a) not accept the discovered final exit offer price; or (b) the counter offer is not successful, then the Delisting Offer will fail.
In case of failure of the Delisting Offer,
- The Equity Shares tendered by the Public Shareholders during the reverse book building process shall be returned or released to him, within ten working days from the end of the bidding period;
- No final application will be made to the Stock Exchange for delisting of the Equity Shares;
- The escrow account opened by the Promoter for the purposes of the Delisting Offer shall be closed; and
- The Company shall continue to be listed on the Stock Exchanges.
- 12. What is the process for American Depositary Shares (ADS) holders?
In accordance with the Delisting Regulations, the holders of ADS will not be entitled to participate in the Delisting Offer, unless they convert their ADS into Equity Shares.
If the Delisting Offer is successful and the Equity Shares are delisted from the Stock Exchanges, then the Promoter intends to delist the ADS issued by the Company from New York Stock Exchange ("NYSE") and deregister the Company from the U.S. Securities and Exchange Commission ("SEC"), subject to the requirements of the NYSE and the SEC.
- 13. Am I mandatorily required to participate in the Delisting Offer? What will happen if the Delisting Offer is successful and I have not participated?
It is not mandatory to participate in the Delisting Offer. If the Delisting Offer is successful (discussed above), the Equity Shares will be delisted from the Stock Exchanges and the Company will become an unlisted public company. If a Public Shareholder has not tendered its Equity Shares or its Equity Shares have not been accepted because the price quoted by the Public Shareholder was higher than the final exit offer price (determined as per the reverse book building process) during the Delisting Offer, it may tender its Equity Shares to the Promoter up to a period of one year from the date of delisting and, in such a case, the Promoter shall accept the shares tendered at the final exit offer price.