Binani Industries Ltd: Updates on Delisting Offer to the shareholders of Binani Cement

Keynote Corporate Services Ltd ("Manager to the Offer") on behalf of Binani Industries Ltd ("Promoter or "Acquirer"), has issued this Post Offer Public Announcement ("Post Offer Public Announcement") in compliance with Regulation 18 of the Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") to the Equity Shareholders of Binani Cement Ltd ("BCL "or "Target Company"), which is in continuation of & should be read in conjunction with the Public Announcement ("PA") dated January 17, 2011 published on January 19, 2011 ("Offer Letter"), in respect of the offer made for the proposed acquisition and delisting of the fully paid-up equity shares of the Company in accordance with provisions of Delisting Regulations ("Delisting offer" / "Offer").

The Promoter/ Acquirer issued the PA to the Public Shareholders of the Company to acquire all outstanding equity shares currently held by Public Shareholders being 5,67,75,318 equity shares of Rs. 10/- each representing 30.10 % of the Company's equity share capital, in accordance with the provisions of Delisting Regulations and on the terms and subject to the conditions set out therein and in the PA and the Offer Letter. The Public Shareholders holding equity shares of the Company were invited to submit bids through the Reverse Book Building ("RBB") process on the electronic system of the Bombay Stock Exchange Ltd ("BSE"), in accordance with the Delisting Regulations. The Offer opened on February 07, 2011 and closed on February 11, 2011 ("Bid Period"). The Promoter/Acquirer herein announce the result of the Delisting Offer.

Discovered Price & Success of the Offer:

In terms of Regulation 15(1) of the Delisting Regulations, the discovered price (i.e. the price at which maximum number of equity shares were tendered by the Public Shareholders) determined through the RBB process using the electronic facility of BSE, in accordance with the Delisting Regulations is Rs. 90/- (Rupees Ninety only) per equity share. Further, adequate shares have been tendered at or below the discovered price such that if the Promoter/Acquirer was to accept the discovered price and acquire the equity shares so tendered, the shareholding of the Promoter/Acquirer would exceed 90% of the total paid up equity share capital of the Company. The Offer is thus deemed successful in accordance with Regulation 17 of the Delisting Regulations.

Acceptance of Final Price & Delisting:

The Promoter/ Acquirer has accepted the discovered price of Rs. 90/- per share ("Exit Price") and shall accept all the bids tendered at or below the Exit Price and the equity shareholders of the Company who have validly tendered their equity shares at or below the Exit Price will be paid the consideration of Rs. 90/- per equity share.

Outstanding Equity Shares after Delisting:

In accordance with the provisions of Regulation 21 of the Delisting Regulations, all Public Shareholders of the Company who did not or were not able to participate in the RBB process or who unsuccessfully tendered their equity shares in the RBB process, will be able to offer their Shares to the Promoter/Acquirer at the Exit Price during the period of one year following the date of delisting of equity shares of the Company from the Stock Exchanges.

All other terms and conditions of the Offer as set forth in the PA and the Offer Letter remain unchanged.Read More