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Thursday, June 17, 2010

**[investwise]** Goodyear India Rejects Discovered Price of Rs 340/share; RBB Fails

 

Citigroup Global Markets India Pvt Ltd has informed BSE that

Goodyear Orient Company (Private) Ltd ("Acquirer") & Citigroup Global Markets India Pvt Ltd ("Manager to the Offer") has issued this Public Announcement to the Equity Shareholders of Goodyear India Ltd ("Target Company"), which is in continuation of & should be read in conjunction with the Public Announcement ("PA") dated May 13, 2010, ("Original Public Announcement") and the Bid Letter dated May 13, 2010 ("Bid Letter"), in accordance with Regulations, 2009 ("Delisting Regulations"), in accordance with Regulation 18 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations"), in respect of the proposed acquisition and delisting of fully paid up equity shares of the Company ("Equity Shares") from the Bombay Stock Exchange Ltd ("BSE") ("Delisting Offer").

Capitalised terms used but not defined in this PA shall have the same meaning assigned to them as in the Original Public Announcement and the Bid Letter.

The Acquirer issued the Original Public Announcement seeking to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out therein, up to 5,997,292 Equity Shares, representing 26% of the Equity Capital ("Offer Shares"). Public Shareholders holding Offer Shares were invited to submit Bids pursuant to a reverse book building process made available through the electronic system with the BSE during the Bid Period (May 28, 2010 to June 3, 2010), in accordance with the Delisting Regulations.

Failure of Delisting Offer:

In terms of Regulation 15(1) of the Delisting Regulations, the Discovered Price (i.e., the price at which maximum number of Offer Shares were tendered by the Public Shareholders) determined through the reverse book building process, in accordance with the Delisting Regulations, is Rs. 340 (Rupees Three Hundred and Forty only) per Offer Share.

The Delisting Offer would be deemed to be successful in terms of Regulation 17 of the Delisting Regulations and paragraph 11.1(b) of the Original Public Announcement, if post such Delisting Offer, the combined shareholding of The Goodyear Tire & Rubber Company and the Acquirer in the Company, taken together with the Offer Shares accepted in the Delisting Offer, reach a minimum of 90% of the Equity Capital. Therefore, the minimum number of Offer Shares required to be tendered at or below the Discovered Price for the Delisting Offer to be successful was 3,690,642. The total number of Offer Shares tendered by the Public Shareholders pursuant to the reverse book building process is 2,169,237. The number of Offer Shares tendered at or below the Discovered Price is 1,136,505.

Since the number of Offer Shares tendered in the reverse book building process at or below the Discovered Price is less than the minimum number of Offer Shares required to be accepted for the Delisting Offer to be successful in terms of Regulation 17 of the Delisting Regulations, the Delisting Offer is deemed to have failed in terms of Regulation 19(1) of the Delisting Regulations. Accordingly, the Acquirer will not acquire any Offer Shares tendered by the Public Shareholders pursuant to the Delisting Offer and the Equity Shares will continue to remain listed on the BSE.

The Offer Shares held in dematerialized form will be credited back / released from pledge to the respective depository accounts of the Public Shareholders with the respective depository participants as per the details furnished by the Public Shareholders in the Bid Forms. Share certificates, in case of Offer Shares held in physical form, will be dispatched to the Public Shareholders by registered post, at the sole risk of such shareholders. The last date for dispatching the share certificates in case of Offer Shares held in physical form and for the credit / release of Offer Shares to the respective depository accounts in case of Offer Shares held in dematerialised form is June 17, 2010.

All other terms and conditions set forth in the Original Public Announcement and the Bid Letter remain unchanged.

Safe Harbor Statement:

Some forward looking statements on projections, estimates, expectations & outlook are included to enable a better comprehension of the Company prospects. Actual results may, however, differ materially from those stated on account of factors such as changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts its business, exchange rate and interest rate movements, impact of competing products and their pricing, product demand and supply constraints.
 
Nothing in this article is, or should be construed as, investment advice.
 
 
 

 
 

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