May 20, 2022 | |
To, | |
BSE Limited | National Stock Exchange of India Limited |
(BSE: 542726) | (NSE: INDIAMART) |
Sub: Submission of Letter of Offer for the Buyback of equity shares of the face value of ₹ 10/- each ("Equity Shares") for a maximum amount of ₹ 100 Crores (Indian Rupees One Hundred Crores Only) by the way of tender offer from existing securities holders pursuant to the provisions of the SEBI (Buy-Back of Securities) Regulations, 2018, as amended ('Buyback Regulations') and the Companies Act, 2013, as amended ("Buyback")
Dear Sir/Ma'am,
With reference to the captioned Buyback and in furtherance of our earlier intimations regarding submission of Public Announcement dated April 29, 2022 and the corrigendum to the Public Announcement dated May 2, 2022, please find enclosed the Letter of Offer dated May 20, 2022 along with the Tender Forms for demat and physical shareholders, which is being dispatched by the Company to the Eligible Shareholders as on the Record Date being May 11, 2022.
You are requested to take note of the following schedule of activities in relation to the Buyback:
No. | Activity | Day | Date |
1. | Buyback Opening Date | Thursday | June 2, 2022 |
2. | Buyback Closing Date | Wednesday | June 15, 2022 |
3. | Last date of receipt of completed Tender Form and other | Wednesday | June 15, 2022 |
specified documents including physical certificates (if and as | |||
applicable) by the Registrar to the Buyback | |||
4. | Last date of completion of settlement of bids by the Clearing | Friday | June 24, 2022 |
Corporation on the Stock Exchanges* |
*This activity may happen on or before the last date mentioned herein above.
The Letter of Offer along with the Tender Forms for demat and physical shareholders is available on the website of the Company (i.e., https://investor.indiamart.com/index.htm).
Capitalised terms used but not defined herein shall have the meanings to such terms in the Letter of Offer.
This is for your information and records. Yours faithfully,
For IndiaMART InterMESH Limited
(Manoj Bhargava)
Sr. Vice President (Legal & Secretarial),
Company Secretary & Compliance Officer
Membership No: F5164
Encl.: As above
LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is being sent to you as a registered Equity Shareholder of IndiaMART InterMESH Limited as on the Record Date, being Wednesday, May 11, 2022, in accordance with the Securities and Exchange Board of India (Buy- Back of Securities) Regulations, 2018 ('SEBI Buyback Regulations'), as amended. If you require any clarifications about the action to be taken, you may consult your stockbroker or your investment consultant or the Manager to the Buyback i.e., Ambit Private Limited or the Registrar to the Buyback i.e., Link Intime India Private Limited. Please refer to the section "Definition of Key Terms" on page 1 of this Letter of Offer for the definition of the capitalised terms used herein.
INDIAMART INTERMESH LIMITED
CIN: L74899DL1999PLC101534
Registered Office: 1st Floor, 29 - Daryaganj, Netaji Subash Marg, New
Delhi - 110002 | Tel: +91-11-45608941
Corporate Office: 6th Floor, Tower 2, Assotech Business Cresterra, Plot
No. 22, Sector 135, Noida, 201 305, Uttar Pradesh, India
Tel. No.: +91-120-6777777
Contact Person: Manoj Bhargava, Company Secretary and Compliance
Officer
E-mail: cs@indiamart.com | Website: www.indiamart.com
OFFER TO BUYBACK UP TO 1,60,000 (ONE LAKH SIXTY THOUSAND ONLY) FULLY PAID-UP EQUITY SHARES OF THE COMPANY OF FACE VALUE OF INR 10/- (INDIAN RUPEES TEN ONLY) EACH, REPRESENTING 0.52 % OF THE EQUITY SHARES IN THE EXISTING TOTAL PAID-UP EQUITY CAPITAL OF THE COMPANY AS ON THE DATE OF THE BOARD MEETING, FROM ALL ELIGIBLE SHAREHOLDERS (EQUITY SHAREHOLDERS AS ON THE RECORD DATE, BEING WEDNESADAY, MAY 11, 2022) ON A PROPORTIONATE BASIS, THROUGH THE 'TENDER OFFER' PROCESS, AT A PRICE OF INR 6,250 /- (INDIAN RUPEES SIX THOUSAND TWO HUNDRED AND FIFTY ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE MAXIMUM AMOUNT OF INR 10,000 LAKHS (INDIAN RUPEES TEN THOUSAND LAKHS ONLY) (THE "BUYBACK") EXCLUDING THE TRANSACTION COSTS.
- The Buyback is being undertaken in accordance with Article 15 of the Articles of Association of the Company, Sections 68, 69, 70 and all other applicable provisions of the Companies Act and the relevant rules made thereunder including the Share Capital and Debentures Rules, to the extent applicable, the SEBI Buyback Regulations and SEBI Listing Regulations. The Buyback is subject to receipt of such approvals of statutory, regulatory, or governmental authorities, as may be required under the applicable laws, including but not limited to Securities and Exchange Board of India ("SEBI"), and the stock exchanges where the Equity Shares of the Company are listed i.e., BSE Limited ("BSE") and National Stock Exchange of India ("NSE") (collectively, "Stock Exchanges").
- The Buyback Offer Size represents 5.32% and 5.37% of the aggregate of the fully paid-up equity capital and free reserves as per the latest standalone and consolidated audited financial statements of the Company, respectively, as on March 31, 2022. The Buyback Offer Size is within the statutory limit of 10% of the aggregate of the paid-up capital and free reserves of the Company as per Section 68(2) of the Companies Act and Regulation 5(i)(b) of the SEBI Buyback Regulations.
- The Letter of Offer is being sent to all Eligible Shareholders (as defined below) as on the Record Date, being Wednesday, May 11, 2022 in accordance with the SEBI Buyback Regulations and such other circulars or notifications, as may be applicable.
- For details of the procedure for tender and settlement, please refer to the "Procedure for Tender Offer and Settlement" on page 44 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the "Tender Form") is enclosed together with this Letter of Offer.
- For details of the procedure for Acceptance, please refer to the "Process and Methodology for the Buyback" on page 40 of this Letter of Offer. For mode of payment of cash consideration to the Eligible Shareholders, please refer to "Procedure for Tender Offer and Settlement - Method of Settlement" on page 52 of this Letter of Offer.
- A copy of the Public Announcement, the Corrigendum to the Public Announcement, the Draft Letter of Offer, and this Letter of Offer (including the Tender Form) shall be available on the website of SEBI i.e., www.sebi.gov.in and on the website of the Company i.e., https://investor.indiamart.com/index.htm.
- Eligible Shareholders are advised to read this Letter of Offer and in particular refer to "Details of the Statutory Approvals" and "Note on Taxation" on pages 38 and 54 of this Letter of Offer, respectively, before tendering their Equity Shares in the Buyback.
MANAGER TO THE BUYBACK | REGISTRAR TO THE BUYBACK | |
AMBIT PRIVATE LIMITED | Link Intime India Private Limited | |
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, | ||
Ambit House | ||
Vikhroli (West), Mumbai 400 083, | ||
449, Senapati Bapat Marg | ||
Maharashtra, India | ||
Lower Parel | ||
Tel No.: 011-49411000 | ||
Mumbai, India - 400 013 | ||
Fax No.: 011-41410591 | ||
Tel. No.: +91 22 6623 3030 | ||
Contact Person: Sumeet Deshpande | ||
Fax No.: +91 22 6623 3020 | ||
Email: indiamart.buyback@linkintime.co.in | ||
Contact Person: Nikhil Bhiwapurkar/ Jaspreet Thukral | ||
Investor Grievance Id: indiamart.buyback@linkintime.co.in | ||
Email: iil.buyback@ambit.co | ||
Website: www.linkintime.co.in | ||
Website: www.ambit.co | ||
SEBI Registration No.: INR000004058 | ||
SEBI Registration No.: INM000010585 | ||
Validity Period: Permanent (unless suspended or cancelled by SEBI) | ||
Validity Period: Permanent | ||
CIN: U67190MH1999PTC118368 | ||
CIN: U65923MH1997PTC109992 | ||
BUYBACK PROGRAMME | ||
BUYBACK OPENS ON | Thursday, June 2, 2022 | |
BUYBACK CLOSES ON | Wednesday, June 15, 2022 | |
LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS | Wednesday, June 15, 2022 by 5:00 P.M. | |
AND OTHER SPECIFIED DOCUMENTS BY THE REGISTRAR | ||
TO THE BUYBACK |
TABLE OF CONTENTS | ||
SCHEDULE OF ACTIVITIES FOR THE BUYBACK ................................................................................... | ||
DEFINITION OF KEY TERMS ................................................................................................................... | ||
3. | DISCLAIMER CLAUSE ........................................................................................................................... | 6 |
4. | TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS ................. | 8 |
5. | DETAILS OF THE PUBLIC ANNOUNCEMENT....................................................................................... | 14 |
6. | DETAILS OF THE BUYBACK ................................................................................................................. | 14 |
7. INTENTION OF THE PROMOTERS AND MEMBERS OF THE PROMOTERS GROUP TO PARTICIPATE IN
THE BUYBACK ....................................................................................................................................... | 16 | |
8. | AUTHORITY FOR THE BUYBACK ......................................................................................................... | 22 |
9. | NECESSITY OF THE BUYBACK ............................................................................................................. | 22 |
10. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE
COMPANY .............................................................................................................................................. | 23 | |
11. | BASIS OF CALCULATING THE BUYBACK OFFER PRICE .................................................................... | 24 |
12. | SOURCES OF FUNDS FOR THE BUYBACK ........................................................................................... | 25 |
13. | DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN ........................... | 25 |
14. | FIRM FINANCIAL ARRANGEMENT....................................................................................................... | 26 |
15. | CAPITAL STRUCTURE AND SHAREHOLDING PATTERN .................................................................... | 26 |
16. | BRIEF INFORMATION ABOUT THE COMPANY.................................................................................... | 27 |
17. | FINANCIAL INFORMATION ABOUT THE COMPANY .......................................................................... | 33 |
18. | STOCK MARKET DATA ......................................................................................................................... | 36 |
19. | DETAILS OF THE STATUTORY APPROVALS ....................................................................................... | 38 |
20. | DETAILS OF REGISTRAR TO THE BUYBACK....................................................................................... | 39 |
21. | PROCESS AND METHODOLOGY FOR THE BUYBACK ........................................................................ | 40 |
22. | PROCEDURE FOR TENDER OFFER AND SETTLEMENT....................................................................... | 44 |
23. | NOTE ON TAXATION ............................................................................................................................. | 54 |
24. | DECLARATION BY THE BOARD OF DIRECTORS ................................................................................. | 56 |
25. | REPORT BY THE COMPANY'S STATUTORY AUDITOR ON PERMISSIBLE CAPITAL PAYMENT ...... | 57 |
26. | DOCUMENTS FOR INSPECTION ............................................................................................................ | 60 |
27. | DETAILS OF COMPANY SECRETARY AND COMPLIANCE OFFICER .................................................. | 61 |
28. | DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL OWNERS ......... | 61 |
29. | DETAILS OF THE INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACK .................... | 61 |
30. | DETAILS OF THE MANAGER TO THE BUYBACK ................................................................................ | 62 |
31. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE
LETTER OF OFFER ................................................................................................................................. | 62 |
32. TENDER FORM ....................................................................................................................................... | 62 |
1. SCHEDULE OF ACTIVITIES FOR THE BUYBACK
Sr. | Activity | Schedule of Activities | |||
No. | Day | Date | |||
1. | Date of Board Meeting approving the proposal | Thursday | April 28, 2022 | ||
for the Buyback | |||||
2. | Date of Public Announcement for the Buyback | Friday | April 29, 2022 | ||
3. | Date of publication of the Public | Saturday | April 30, 2022 | ||
Announcement for the Buyback in newspapers | |||||
4. | Record Date for determining the names of the | Wednesday | May 11, 2022 | ||
Eligible Shareholders and the Buyback | |||||
Entitlement | |||||
5. | Buyback Opening Date | Thursday | June 2, 2022 | ||
6. | Buyback Closing Date | Wednesday | June 15, 2022 | ||
7. | Last date of receipt of completed Tender Form | Wednesday | June 15, 2022 | ||
and other specified documents including | |||||
physical certificates (if and as applicable) by | |||||
the Registrar to the Buyback | |||||
8. | Last date of verification of Tender Forms by | Thursday | June 23, 2022 | ||
Registrar to the Buyback | |||||
9. | Last date of intimation to the Stock Exchanges | Thursday | June 23, 2022 | ||
regarding Acceptance/ non-acceptance of | |||||
Equity Shares by the Registrar to the Buyback | |||||
10. | Last date of completion of settlement of bids by | Friday | June 24, 2022 | ||
the Clearing Corporation on the Stock | |||||
Exchanges | |||||
11. | Last date of dispatch of share certificate(s) by | Friday | June 24, 2022 | ||
the Registrar to the Buyback / payment to | |||||
Eligible Shareholders / return of unaccepted | |||||
Demat Shares by the Stock Exchanges to | |||||
Eligible Shareholders / Seller Broker | |||||
12. | Last date of extinguishment of the Equity | Friday | July 1, 2022 | ||
Shares bought back | |||||
Note: Where last dates are mentioned for certain activities, such activities may take place on or before the respective last dates.
2. DEFINITION OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy, circular, notification or clarification as amended, supplemented, or re- enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI Buyback Regulations, the Companies Act, the Depositories Act, and the rules and regulations made thereunder.
Term | Description |
Acceptance/Accept/ | Acceptance of Equity Shares tendered by the Eligible Shareholders in the |
Accepted | Buyback |
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Term | Description | |
Acquisition Window | The facility for acquisition of Equity Shares through mechanism provided by | |
the Designated Stock Exchange i.e., NSE in the form of a separate window | ||
in accordance with the SEBI Circular | ||
Additional | Equity | Additional Equity Shares tendered by an Eligible Shareholder over and above |
Shares | the Buyback Entitlement of such Eligible Shareholder up to the extent of | |
Equity Shares held by such Eligible Shareholder on the Record Date | ||
Articles of Association | Articles of Association of the Company, as amended from time to time | |
Board Meeting | Meeting of the Board of Directors held on April 28, 2022, wherein among | |
other things, the proposal for the Buyback was approved | ||
Board/ Board of Directors | Board of Directors of the Company (which term shall, unless repugnant to | |
the context or meaning thereof, be deemed to include a duly authorized | ||
'Buyback Committee' thereof) | ||
BSE | BSE Limited | |
Buyback or Buyback Offer or | Offer by the Company to buyback up to 1,60,000 (One Lakh Sixty Thousand | |
Offer | Only) Equity Shares at a price of INR 6,250/- (Indian Rupees Six Thousand | |
Two Hundred and Fifty Only) per Equity Share from all the Eligible | ||
Shareholders including promoters and members of the Promoter Group, | ||
through the Tender Offer process on a proportionate basis in terms of the | ||
SEBI Buyback Regulations read with SEBI Circulars | ||
Buyback Closing Date | Wednesday, June 15, 2022 | |
Buyback Committee | A committee constituted by the Board, comprising of Dinesh Chandra | |
Agarwal, Managing Director and Chief Executive Officer, Brijesh Kumar | ||
Agrawal, Whole time Director, Dhruv Prakash, Non-executive Director, and | ||
Vivek Narayan Gour, Independent Director pursuant to a resolution passed | ||
by the Board on April 28, 2022, to exercise certain powers in relation to the | ||
Buyback | ||
Buyback Entitlement | The number of Equity Shares that an Eligible Shareholder is entitled to tender | |
in the Buyback, which is computed based on the number of Equity Shares | ||
held by such Eligible Shareholder as on the Record Date and the ratio/ | ||
percentage of Buyback applicable in the category, to which such Eligible | ||
Shareholder belongs | ||
Buyback Opening Date | Thursday, June 2, 2022 | |
Buyback Offer Price/ Offer | Price at which Equity Shares will be bought back from the Eligible | |
Price | Shareholders i.e., INR 6,250/- (Indian Rupees Six Thousand Two Hundred | |
and Fifty Only) per Equity Share, payable in cash | ||
Buyback Offer Size | Number of Equity Shares proposed to be bought back i.e., up to 1,60,000 | |
(One Lakh Sixty Thousand Only) Equity Shares multiplied by the Buyback | ||
Offer Price (i.e., INR 6,250/- per Equity Share) aggregating to a maximum | ||
amount of INR 10,000 Lakhs (Indian Rupees Ten Thousand Lakhs Only). | ||
The Buyback Offer Size excludes Transaction Costs | ||
Buyback Period | The period between the date of the Board Meeting i.e., April 28, 2022 and | |
the date on which the payment of consideration to the Eligible Shareholders | ||
who have accepted the Buyback is made | ||
CDSL | Central Depository Services (India) Limited | |
CIN | Corporate Identity Number | |
Clearing Corporation | NSE Clearing Limited | |
Companies Act | Companies Act, 2013, as amended and rules framed thereunder | |
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Indiamart Intermesh Ltd. published this content on 21 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2022 22:35:04 UTC.