Infinite Computer Solutions (India) Ltd: Buy back Offer

SPA Merchant Bankers Ltd ("Manager to the Buyback") on behalf of Infinite Computer Solutions (India) Ltd ("Target Company") has informed this Public Announcement ("PA") to the Equity Shareholders / Beneficial Owners of the equity shares of the Target Company, pursuant to the provisions of Regulation 8(1) read with Regulation 15(c) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 for the time being in force including any statutory modifications and amendments from time to time ("Buy-Back Regulations") and contains the disclosure as specified in Schedule II to the Buy-Back Regulations.

The Buy-back Offer & Price:

The Board of Directors (the "Board") of the Target Company at its meeting held on April 11, 2011 has approved the proposal for Buy-back ("the Buy-back") of its own fully paid-up Equity Shares of Rs.10/- each from the existing registered shareholders / beneficial owners of the Equity Shares, other than Promoter, Promoter Group and persons in control of the Company, from the Open market through Stock Exchanges by using the electronic trading facilities of the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) ("Stock Exchanges"), where the company's equity shares are listed, in accordance with the provisions contained in the Article 35 of the Articles of Association of the Company, Section 77A, 77AA & 77B and other applicable provisions of the Companies Act, 1956 (the "Act") and the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 including amendments made from time to time ("Buy-back Regulations") and subject to approval(s) as may be necessary, from time to time, from statutory authorities including but not limited to Securities and Exchange Board of India ("SEBI"), Stock Exchanges, Reserve Bank of India, etc. as may be required and further subject to such conditions as may be prescribed while granting such approval(s) which may be agreed to by the Board of Directors for an amount upto Rs. 27 crores (Rupees twenty seven crores) ("Maximum Offer Size"). The Maximum Offer Size represents 9.99% of the Company's aggregate paid up equity share capital and free reserves as on December 31, 2010 (the date of latest audited standalone accounts as on the date of Board meeting approving the Buy-Back) which is less than 10% of the paid-up equity share capital and free reserves of the Company.

The Company proposes to Buy Back upto a maximum of 14,00,000 Equity Shares ("Maximum Offer Shares") of
Rs. 10/- each, and a minimum of 3,00,000 Equity Shares ("Minimum Offer Shares") subject to Buy Back price being less than or equal to Rs. 230/- per share (Rupees two hundred thirty only).

The actual number of Shares to be bought back would depend upon the average price paid for the Shares bought back and the amount deployed in Buy-Back in accordance with the resolution passed by the Board of Directors in their meeting held on April 11, 2011. However, total number of shares to be bought back shall not exceed 14,00,000 Equity Shares.

The Company's Equity Shares are fully paid-up and there are no partly paid-up Equity Shares with calls-in-arrears. As required under the Act and Buy-Back Regulations, the Company shall not purchase Equity Shares which are locked in or non-transferable in the Buy-Back till the time they become transferable. There will be no negotiated deals (whether on or off the Stock Exchanges), spot transactions or any other private arrangements in implementation of the Buy-Back.

This offer is only for buy back of Equity Shares and not for other convertible securities (compulsory or optionally) issued by the Company.

The Buy-Back has been approved by the Board of Directors in their meeting held on April 11, 2011.

As per Section 77A of the Companies Act, 1956, the buy back of equity shares in any financial year shall not exceed 25% of the total paid up equity capital of the Company in any financial year.

Proposed Timetable:

Board Meeting approving Buy-Back - April 11, 2011

Date of Public Announcement - April 18, 2011

Date of commencement of Buy-Back - May 02, 2011

Acceptance of Equity Shares - As per relevant payout dates of the Exchange(s)

Verification of Shares Accepted in the Physical Mode - Within 7 days from the Payout day

Extinguishment of Shares - Within 15 days of acceptance of Shares as mentioned above. Further, all the Shares bought back within 7 days of the last date of completion of Buy-Back.

Last Date for the Buy-Back - April 10, 2012 (i.e. 12 months from the date of the approval by Board of Directors) or in case Maximum Offer Shares have been bought back or Maximum Offer Size has reached, whichever is
earlier. However the Board of Directors of the Company reserves the right to decide to close the Buy-Back offer at an earlier date, in the event Minimum Offer Shares have been purchased under the Buy Back even if Maximum Offer size has not been reached or Maximum Offer shares have not been bought back by giving appropriate notice of such date and completing all formalities in this regard as per laws and regulations. All payment obligations in respect of Buy Back shall be completed prior to the last date of the Buy Back.

Specified Date - Not Applicable as the Buy-Back is proposed to be implemented through Stock Exchanges using the electronic trading facilitiesRead More