Tuesday, December 9, 2008

Citigroup India Pvt Ltd Manager To The Equity Company - Dec 09, 2008

Citigroup Global Markets India Pvt. Ltd. (Manager to the Buy Back) On behalf of Bosch Ltd (Target Company) has issued this Public Announcement (PA) to the Equity Shareholders of Target Company, pursuant to the provision of Regulation 8(1) read with Regulation 15(c) of the Securities & Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended.

The BuybackThe Company hereby announces its intention to buy-back its fully paid-up equity shares of face value of Rs 10/- each (Equity Shares) from the existing shareholders of the Company through the open market using the nationwide electronic trading facilities of the Bombay Stock Exchange Ltd (BSE) and the National Stock Exchange of India Ltd (NSE), pursuant to Article 12 of the Article of Association of the Company and in accordance with Sections 77A, 77AA and 77B of the Companies act, 1956 (Act) and the Securities and Exchange Board of India (Buy-Back of Securities) .

Regulations, 1998 (Buy-Back Regulations) at a price not exceeding Rs 4500/- per Equity Share (Maximum Offer Price) payable in cash, for an aggregate amount not exceeding Rs 6392 Million (Maximum Offer Size) i.e. 25% of the paid up equity share capital and free reserves of the Company as on December 31, 2007 (Buy-Back Offer). The aggregate paid up equity share capital and free reserves of the Company as on December 31, 2007 (the date of last audited financial statements) was Rs 25,567.45 Million.

The number of Equity Shares that will be bought back would depend upon the average price paid for the Equity Shares bought back. In the event Equity Shares are bought at an average price of less than Rs 4500/- per Equity Share, the Maximum Offer Size of Rs 6392 Million may not be exhausted.The Company proposes to buy-back a maximum of 21,44,490 Equity Shares of the Company such that the increase in Promoter shareholding does not exceed 5% of the paid-up share capital of the Company (i.e. upto 74.73%) pursuant to this Buy-back Offer (Maximum Offer Shares). The minimum number of Equity Shares to be bought back by the Company pursuant to the Buy-back Offer shall be 355,000 Equity Shares (Minimum Offer Shares).

The maximum amount required by the Company for the Buyback Offer aggregating Rs 6392 Million will be met out of the reserves and/or the share premium account of the Company.Proposed Time TableBoard Meeting Approving Buy-back Offer - September 02, 2008.Approval of the shareholders of the Company for the Buy-back Offer through Postal ballot - October 24, 2008.

Date of Commencement of the Buyback Offer - December 15, 2008,Acceptance of Equity Shares - Within the relevant payout dates of the Stock Exchanges.Extinguishment of Equity Shares bought back - Within 7 days of acceptance as above.Last Date for the Buyback Offer - October 23, 2009. However, the Board may in its absolute discretion may decide to close the Buyback Offer on such an earlier date as may be determined by the Board, even if the Maximum Offer Size has not been reached or the Maximum Offer Shares have not been bough back, provided that the Minimum Offer Shares have been bought back by the Company. All payment obligations relating to the Buy-back Offer shall be completed before the last date for the Buy-back Offer.

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