LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is sent to you as a registered Equity Shareholder/ Beneficial Owner of Zydus Lifesciences Limited (formerly known as "Cadila Healthcare Limited") (hereinafter referred as "the Company") as on the Record Date (as defined below) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("Buyback Regulations"). If you require any clarifications about the action to be taken, you should consult your stockbroker or investment consultant or the Manager to the Buyback Offer i.e., ICICI Securities Limited, or the Registrar to the Buyback Offer i.e., Link Intime India Private Limited. Please refer to the section on "Definitions of Key Terms" on page no. 3 of this Letter of Offer for the definitions of the capitalized terms used herein.
Zydus Lifesciences Limited
(formerly known as Cadila Healthcare Limited)
CIN: L24230GJ1995PLC025878
Registered Office: Zydus Corporate Park, Scheme No. 63, Survey No. 536, Khoraj (Gandhinagar), Sarkhej - Gandhinagar Highway, Near Vaishnodevi Circle,
Ahmedabad- 382 481, Gujarat, India
Contact Person: Mr. Dhaval N. Soni, Company Secretary & Compliance Officer
Tel. No.: +91 79 48040338;
E-mail: dhavalsoni@zyduslife.com; Website: www.zyduslife.com
OFFER TO BUYBACK OF NOT EXCEEDING 1,15,38,461 (ONE CRORE FIFTEEN LAKH THIRTY EIGHT THOUSAND FOUR HUNDRED AND SIXTY ONE) FULLY PAID-UP EQUITY SHARES OF THE COMPANY, HAVING FACE VALUE OF INR 1/- (INDIAN RUPEE ONE ONLY) EACH ("EQUITY SHARES"), REPRESENTING 1.13% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE PAID-UP SHARE CAPITAL OF THE COMPANY, FROM THE EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON JUNE 2, 2022 (RECORD DATE) ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" ROUTE AT A PRICE OF INR 650 (INDIAN RUPEES SIX HUNDRED AND FIFTY ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE AMOUNT NOT EXCEEDING INR 750,00,00,000 (INDIAN RUPEES SEVEN HUNDRED AND FIFTY CRORE ONLY) EXCLUDING TRANSACTION COSTS.
- The Buyback is in accordance with Article 14 of the Articles of Association of the Company and pursuant to Sections 68, 69, 70 and any other applicable provisions, if any, of the Companies Act, and the rules framed thereunder including the Share Capital Rules, Management Rules, to the extent applicable, Buyback Regulations read with the SEBI Circulars and the Listing Regulations, and including any amendments, statutory modifications or re-enactments thereof, for the time being in force and subject to such other approvals, permissions, consents, exemptions and sanctions, as may be necessary and subject to any modifications and conditions, if any, as may be prescribed by the SEBI, ROC, NSE, BSE and/ or other authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed by the Board.
- The Buyback Size represents 6.85% and 4.36% of the aggregate of the total paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company as at March 31, 2022, respectively, and is the statutory limit of 10% of the aggregate of the total paid-up equity share capital and free reserves of the Company, based on both standalone and consolidated financial statements of the Company, under the board approval route as per the provisions of the Companies Act and Buyback Regulations.
- The Letter of Offer will be sent to the Equity Shareholder(s)/ Beneficial Owner(s) of Equity Shares as on the Record Date i.e., June 2, 2022 in accordance with the Buyback Regulations and such other circulars or notifications, as may be applicable.
-
The procedure for tendering shares and settlement is set out in paragraph 20 (Procedure for Tendering Shares and Settlement) on page no. 52 of this Letter of
Offer. The form of acceptance cum acknowledgement ("Tender Form") along with share transfer form ("Form SH-4") is enclosed together with this Letter of Offer. - The procedure for Acceptance is set out in paragraph 19 (Process and Methodology for the Buyback) on page no. 46 of this Letter of Offer. The payment of consideration is in cash to the Eligible Shareholders. For mode of payment of consideration to the Eligible Shareholders, please refer to paragraph 20.29 (Method of Settlement) on page no. 61 of this Letter of Offer.
- A copy of the Public Announcement, the Draft Letter of Offer and the Letter of Offer (along with the Tender Form and Form SH-4) shall be available on the website of the Company (www.zyduslife.com) and is expected to be available on the websites of SEBI (www.sebi.gov.in), NSE (www.nseindia.com), BSE (www.bseindia.com), and Registrar to the Buyback (www.linkintime.co.in).
- Eligible Shareholders are advised to read the Letter of Offer and in particular, refer to paragraph 17 (Details of Statutory Approvals) on page no. 45 of this Letter of Offer and paragraph 21 (Note on Taxation) on page no. 63 of this Letter of Offer before tendering their Equity Shares in the Buyback.
BUYBACK PROGRAMME
BUYBACK OPENS ON: THURSDAY, JUNE 23, 2022
BUYBACK CLOSES ON: WEDNESDAY, JULY 6, 2022
LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS BY THE REGISTRAR TO THE BUYBACK: WEDNESDAY, JULY 6, 2022
by 5:00 pm (IST)
MANAGER TO THE BUYBACK | REGISTRAR TO THE BUYBACK |
ICICI Securities Limited | Link Intime India Private Limited |
Address: ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai - | Address: C 101, 1st Floor, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400 |
400025, Maharashtra, India | 083, Maharashtra, India |
Tel. no.: +91 22 6807 7100; Fax no.: + 91 22 6807 7801 | Tel. no.: +91 22 4918 6200; Fax no.: +91 22 4918 6195 |
Contact person: Mr. Shekher Asnani / Mr. Sumit Singh | Contact person: Mr. Sumeet Deshpande |
Email:sumitkumar.singh@icicisecurities.com/shekhar.asnani@icicisecurities.com | Email:zyduslife.buyback2022@linkintime.co.in |
Website:www.icicisecurities.com | Website:www.linkintime.co.in |
SEBI registration no.: INM000011179 | SEBI registration no.: INR000004058 |
Validity period: Permanent | Validity period: Permanent |
TABLE OF CONTENTS | ||
3. | DISCLAIMER CLAUSE....................................................................................................................... | 8 |
4. | TEXT OF RESOLUTION PASSED AT THE BOARD MEETING ............................................................. | 10 |
5. | DETAILS OF PUBLIC ANNOUNCEMENT ......................................................................................... | 19 |
6. | DETAILS OF THE BUYBACK............................................................................................................ | 20 |
7. | AUTHORITY FOR THE BUYBACK.................................................................................................... | 22 |
8. | NECESSITY FOR THE BUYBACK...................................................................................................... | 22 |
9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE
COMPANY .................................................................................................................................... | 22 | |
10. | BASIS OF CALCULATING THE BUYBACK PRICE............................................................................... | 30 |
11. | SOURCES OF FUNDS FOR THE BUYBACK....................................................................................... | 30 |
12. DETAILS OF ESCROW ACCOUNT AND AMOUNT TO BE DEPOSITED THEREIN AND FIRM FINANCIAL
ARRANGEMENT............................................................................................................................ | 31 | |
13. | CAPITAL STRUCTURE AND SHAREHOLDING PATTERN .................................................................. | 31 |
14. | BRIEF INFORMATION OF THE COMPANY...................................................................................... | 34 |
15. | FINANCIAL INFORMATION ABOUT THE COMPANY ...................................................................... | 39 |
16. | STOCK MARKET DATA .................................................................................................................. | 43 |
17. | DETAILS OF STATUTORY APPROVALS ........................................................................................... | 45 |
18. | DETAILS OF THE REGISTRAR TO THE BUYBACK............................................................................. | 45 |
19. | PROCESS AND METHODOLOGY FOR THE BUYBACK...................................................................... | 46 |
20. | PROCEDURE FOR TENDERING SHARES AND SETTLEMENT ............................................................ | 52 |
21. | NOTE ON TAXATION..................................................................................................................... | 63 |
22. | DECLARATION FROM THE BOARD OF DIRECTORS ........................................................................ | 66 |
23. | STATUTORY AUDITOR'S REPORT .................................................................................................. | 66 |
24. | DOCUMENTS FOR INSPECTION..................................................................................................... | 70 |
25. | DETAILS OF THE COMPLIANCE OFFICER........................................................................................ | 71 |
26. | DETAILS OF REMEDIES AVAILABLE TO SHAREHOLDERS/ BENEFICIAL OWNERS ............................ | 71 |
27. | DETAILS OF THE INVESTOR SERVICE CENTRE ................................................................................ | 71 |
28. | DETAILS OF THE MANAGER TO THE BUYBACK.............................................................................. | 72 |
29. | DECLARATION BY THE DIRECTORS................................................................................................ | 72 |
TENDER FORMS |
1. | SCHEDULE OF ACTIVITIES | |||||
Activity | Schedule of activities | |||||
Date | Day | |||||
Date of Board Meeting approving the proposal for the | May 20, 2022 | Friday | ||||
Buyback | ||||||
Date of the Public Announcement for the Buyback | May 23, 2022 | Monday | ||||
Date of publication of the Public Announcement for | May 24, 2022 | Tuesday | ||||
Buyback | ||||||
Record Date for determining the Buyback Entitlement | June 2, 2022 | Thursday | ||||
and the names of Eligible Shareholders | ||||||
Buyback Opening Date | June 23, 2022 | Thursday | ||||
Buyback Closing Date | July 6, 2022 | Wednesday | ||||
Last date of receipt of completed Tender Form and other | July 6, 2022 | Wednesday | ||||
specified documents by the Registrar | ||||||
Last date of verification of Tender Forms by Registrar to | July 13, 2022 | Wednesday | ||||
the Buyback | ||||||
Last date of intimation to the Designated Stock Exchange | July 14, 2022 | Thursday | ||||
regarding acceptance or non-acceptance of tendered | ||||||
Equity Shares by the Registrar | ||||||
Last date of completion of settlement of bids by the | July 15, 2022 | Friday | ||||
Clearing Corporation/ Designated Stock Exchange | ||||||
Last date of dispatch of share certificate(s) by the Registrar | July 15, 2022 | Friday | ||||
to the Buyback/ unblocking/ return of unaccepted Equity | ||||||
Shares by Designated Stock Exchange to Eligible | ||||||
Shareholders/ Seller Broker | ||||||
Last date for payment of consideration to Eligible | July 15, 2022 | Friday | ||||
Shareholders who participated in the Buyback | ||||||
Last Date of Extinguishment of Shares bought back | July 22, 2022 | Friday | ||||
Note: Where last dates are mentioned for certain activities, such activities may happen 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 specifies otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies 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 Buyback Regulations, the Companies Act, 2013, the Depositories Act, 1996, and the rules and regulations made thereunder.
Term | Description |
Acceptance/ Accept/ or Acceptance of Equity Shares tendered by Eligible Shareholders in the
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Accepted | Buyback |
Act or Companies Act | The Companies Act, 2013, as amended and rules framed thereunder |
Acquisition Window | The facility for acquisition of Equity Shares through the mechanism |
provided by the Designated Stock Exchange in the form of a separate | |
window in accordance with SEBI Circulars | |
Additional Equity Shares | Additional Equity Shares tendered by an Eligible Shareholder over and |
above the Buyback Entitlement of such Eligible Shareholder up to the | |
extent of Equity Shares held by such Eligible Shareholder on the Record | |
Date | |
Articles or Articles of | Articles of Association of the Company, as amended from time to time |
Association | |
Board or Board of Directors | Board of Directors of the Company, which expression shall include any |
committee constituted by the Board to exercise its powers, including | |
the powers conferred by the resolution passed by the Board at its | |
meeting held on May 20, 2022 | |
Board Meeting | Meeting of the Board held on May 20, 2022 inter alia to approve the |
Buyback | |
BSE | BSE Limited |
Buyback or Buyback Offer | Offer to buy back not exceeding 1,15,38,461 (One Crore Fifteen Lakh |
or Offer | Thirty Eight Thousand Four Hundred and Sixty One) Equity Shares at a |
price of INR 650 (Indian Rupees Six Hundred and Fifty only) per Equity | |
Share payable in cash from the Eligible Shareholders on a | |
proportionate basis through the Tender Offer route in terms of the | |
Buyback Regulations read with SEBI Circulars | |
Buyback Closing Date | Wednesday, July 6, 2022 |
Buyback Committee or | Buyback committee, comprising of Mr. Pankaj R. Patel, Dr. Sharvil P. |
Committee | Patel, Mr. Ganesh N. Nayak and Mr. Mukesh M. Patel, directors of the |
Company, constituted and authorized for the purposes of the Buyback | |
by a resolution passed by the Board at its meeting held on May 20, | |
2022 | |
Buyback Entitlement or | The number of Equity Shares that an Eligible Shareholder is entitled to |
Entitlement | tender, in the Buyback, based on the number of Equity Shares held by |
such Eligible Shareholder, 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 23, 2022 |
Buyback Price or Buyback | Price at which Equity Shares will be bought back from the Eligible |
Offer Price | Shareholders i.e., INR 650 (Indian Rupees Six Hundred and Fifty only) |
per Equity Share, payable in cash | |
Buyback Period | The period between the date of the Board Meeting to approve the |
Buyback i.e., May 20, 2022 and the date on which the payment of | |
consideration is made to the Eligible Shareholders who have accepted | |
the Buyback | |
Buyback Regulations | SEBI (Buy-Back of Securities) Regulations, 2018, as amended from time |
to time | |
Buyback Size or Offer Size | Maximum number of Equity Shares proposed to be bought back i.e., not |
exceeding 1,15,38,461 (One Crore Fifteen Lakh Thirty Eight Thousand | |
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Four Hundred and Sixty One) Equity Shares multiplied by the Buyback | |
Price (i.e., INR 650 (Indian Rupees Six Hundred and Fifty only) per Equity | |
Share) aggregating to an amount not exceeding INR 750,00,00,000 | |
(Indian Rupees Seven Hundred and Fifty Crore only). The Buyback Offer | |
Size excludes Transaction Costs. | |
CIN | Corporate Identity Number |
Clearing Corporation | NSE Clearing Limited |
"Company" or "Our | Zydus Lifesciences Limited |
Company" or "we" or "us" | |
or "our" | |
Company's Broker | ICICI Securities Limited |
Company Demat Account | A demat account of the Company wherein demat shares bought back in |
the Buyback would be transferred | |
Compliance Officer | Mr. Dhaval N. Soni |
Draft Letter of Offer | The draft letter of offer dated May 30, 2022 filed with SEBI through the |
Manager to the Buyback, containing disclosures in relation to the | |
Buyback as specified in Schedule III of the Buyback Regulations. | |
Depositories | Collectively, National Securities Depository Limited and Central |
Depository Services (India) Limited | |
Designated Stock Exchange | NSE |
Director(s) | Director(s) of the Company |
DIN | Director Identification Number |
DP | Depository Participant |
Equity Share(s) or Share(s) | Fully paid-up equity shares of the Company of face value of INR 1 |
(Indian Rupee One only) each | |
Eligible Person(s) or Eligible | Equity Shareholders eligible to participate in the Buyback and would |
Shareholder(s) | mean all Equity Shareholders/ Beneficial Owners of the Equity Shares of |
the Company on the Record Date, being June 2, 2022, and do not | |
include such Equity Shareholders/ Beneficial Owners of the Equity | |
Shares who are not permitted under the applicable law to tender Equity | |
Shares in the Buyback. | |
Escrow Account | Escrow account titled "Zydus Lifesciences Limited Buyback Issue |
Account - 2022" opened with the Escrow Agent in accordance with | |
Buyback Regulations | |
Escrow Agent | ICICI Bank Limited |
Escrow Agreement | The escrow agreement dated June 10, 2022 entered into between the |
Company, the Escrow Agent, and the Manager to the Buyback | |
FATCA | Foreign Account Tax Compliance Act |
FEMA | Foreign Exchange and Management Act, 1999, as amended from time |
to time, including the regulations, circulars, directions and | |
notifications issued thereunder | |
FII(s) | Foreign Institutional Investor(s) |
FPI(s) | Foreign Portfolio Investor(s) |
General Category | Eligible Shareholders other than the Small Shareholders |
IPV | In person verification |
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Zydus Lifesciences Ltd. published this content on 13 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2022 15:32:05 UTC.