*Buy-Back*
*Eclerx Services Limited* #ECLERX
The Board approved the proposal of buy back of fully paid-up equity shares of face value Rs.10 (Rupees Ten only) each of the Company ("Equity Shares") for an amount not exceeding
Rs.3,030 Millions (Rupees Three Thousand and Thirty Millions only) excluding any expenses incurred or to be incurred for the buyback viz. brokerage costs, fees, turnover charges, taxes such as securities transaction tax and goods and services tax (if any), tax on distributed income on buy back, stamp duty, advisors fees, filing fees, public announcement expenses printing and dispatch expenses, if any, and other incidental and related expenses and charges etc. ("Transaction Costs") ("Maximum Buy Back Size"), being 24.98% and 20.59% of the aggregate of the total paid-up Equity Share capital and free reserves of the Company based on the latest standalone and consolidated audited financial statements of the Company respective ly as on March 31, 2021, at a buy back price not exceeding ~ 3,200/-(Rupees Three Thousand and Two Hundred only) per Equity Share ("Maximum Buy Back Price"), payable in cash, from the shareholders/ beneficial owners of the Equity Shares of the Company as on a record date to be subsequently decided by the Board/Buy Back Committee as may be formed by the Board ("Record Date"), through the "tender offer" route, on a proportionate basis as prescribed under the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("SEBI Buy Back Regulations")provided that 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buy-Back or number of Equity Shares entitled as per the shareholding of small shareholders as on the Record Date, whichever is higher, shall be reserved for the small shareholders as prescribed under the SEB I Buy Back Regulations (hereinafter referred to as the "Buy Back").
At the Maximum Buy Back Price i.e. Rs.3,200/- (Rupees Three Thousand and Two Hundred only) per Equity Share and for Maximum Buy Back Size i.e. Rs.3,030 Millions (Rupees Three Thousand and Thirty Millions only), indicative maximum number of Equity Shares proposed to bought back would be 9,46,875 (Nine lakhs Forty Six Thousand Eight Hundred and Seventy Five) Equity Shares ("Indicative Maximum Buy Back Shares"). However, the actual bought back shares may exceed the Indicative Maximum Buy Back Shares, if the Buy Back price fixed by the Buy Back Committee is less than the Maximum Buy Back Price, subject to not exceeding 25% of the total number of Equity shares in the paid-up Equity Share capital of the Company and the amount utilized shall not exceed Maximum Buy Back Size.
Promoter’s Holding = 53.81% = 1,87,72,356Equity Shares
Public holding upto Rs.2Lacs = 6.05% = 21,11,569 Equity shares
CMP = Rs.2281 per share
MARKET CAP = Rs. 7858.31 crore
*BUY – BACK Price = Rs.3200 per share*
Buy Back of Shares = 9,46,875 (Nine lakhs Forty Six Thousand Eight Hundred and Seventy Five) fully paid-up Equity Shares of Re. 10/- each of the Company (representing 2.71% of the total Equity Capital)
Route : Tender offer
Retail Acceptance ratio = 7% (probability 20-25%)
Overall Acceptance ratio = 3%
Total Buyback size : Rs 303 Crores