Aryaman Financial Services Ltd ("Manager to the Offer") on behalf of MR. ARVIND K. BHANDARI and MRS. NEETA A. BHANDARI ("Acquirers" / "Promoters") has informed this Public Announcement ("PA") to the Shareholders of Ari Consolidated Investments Ltd ("Target Company") in respect of proposed acquisition and voluntary delisting ("Delisting Offer") of the Equity Shares of the Target Company pursuant to and in compliance with, among others, Regulations 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Regulations").Delisting Offer:The Paid-up Equity Share Capital of the Company ("Equity Capital") comprises of 61,881 fully paid-up Equity Shares having face value of Rs. 100/- each ("Equity Shares"). The Equity Shares of the Company are listed on the BSE Limited ("Stock Exchange").As on the date of PA, Promoters together with the other promoters, being the existing promoters of the Company, currently hold 46,210 Equity Shares representing 74.68% of the Paid-up Equity Share Capital of the Company.The Promoters seek to acquire 15,671 Equity Shares representing the balance 25.32% of the Paid-up Equity Share Capital of the Company ("Offer Shares") from the Public Shareholders (defined to mean all the shareholders other than the Promoters and hereinafter referred to as "Public Shareholders") and proposes to delist the Equity Shares of the Company from Stock Exchange pursuant to the Delisting Regulations ("Offer"/ "Delisting Offer").On September 23, 2013, the Promoters informed the Company of their intention to make the Delisting Offer and requested the Board of Directors of the Company to take all action required of them under the Delisting Regulations.The Board of Directors of the Company at their meeting held on September 27, 2013, approved the proposal received from the Promoters to initiate the Delisting Offer in accordance with the Delisting Regulations, subject to applicable law and approval of the shareholders of the Company. A Special Resolution has been passed by the Shareholders of the Company through Postal Ballot, the result of which was declared on November 06, 2013 and notified to BSE Limited, approving the proposed voluntary Delisting of the Equity Shares from the Stock Exchange in accordance with the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were 9,825 Equity Shares, being more than two times the number of votes cast by the Public Shareholders against it (398 Equity Shares). BSE Limited has issued in-principle approval to the Delisting Offer subject to compliance with the Delisting Regulations vide its letter dated December 24, 2013.The Promoters reserve the right to withdraw the Delisting Offer in certain cases as more fully set out in paragraph 13 of this PA.The Equity Shares are proposed to be delisted from BSE Limited ("BSE") in accordance with the Delisting Regulations.The floor price for the Reverse Book-Building Process in terms of Regulation 15(3) of the Delisting Regulation has been determined by the Acquirers / Promoters to be Rs. 2,750/- (Rupees Two Thousand Seven Hundred Fifty Only) per Equity Share ("Floor Price").The minimum price per Equity Share payable by the Promoters for the Offer Shares they acquire pursuant to the Delisting Offer, as determined in accordance with the Delisting Regulations, will be the price at which the maximum number of Offer Shares are tendered ("Discovered Price") pursuant to the RBP conducted in the manner specified in Schedule II of the Delisting Regulations.The Promoters are under no obligation to accept the Discovered Price. The Promoters may at their sole discretion acquire Offer Shares at the Discovered Price or at a price higher than Discovered Price. Such price at which Delisting Offer is accepted by the Promoters (equal to or not less than the Discovered Price) is referred to as the exit price ("Exit Price").A minimum number of Offer Shares being tendered at or below the Exit Price so as to cause the shareholding of the Promoters in the Company to reach a minimum of 55,693 Equity Shares which is 90% of the total issued Equity Shares of the Company as per Regulation 17(a) of Delisting Regulations.Proposed Time Table for the Offer:Date of publication of the Public Announcement - December 31, 2013Specified Date for determining the names of shareholders whom the Offer Letter shall be sent - January 03, 2014Dispatch of Offer Letter / Bid Forms to Public Shareholders as on Specified Date - January 06, 2014Bid Opening Date (10.00 am) - January 20, 2014Last Date of Revision (upwards) or withdrawal of bids - January 23, 2014Bid Closing Date (3.00 pm) - January 24, 2014Announcement of Discovered Price / Exit Price and the Promoter's Acceptance / Non-acceptance of Discovered Price / Exit Price* - February 05, 2014Last date of payment of consideration in case of successful Delisting Offer# - February 07, 2014Last date of return of Offer Shares to shareholders in case of failure of Delisting Offer / Bids have not been accepted - February 07, 2014* This is an indicative date and the announcement may be made before February 05, 2014# Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirers / Promoters Changes, if any, to this timetable will be notified to Public Shareholders by way of corrigendum to the Public Announcement in the same newspapers where the Public Announcement is being issued.Source : BSE
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