manager to the delisting offer
TRANSCRIPT
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This offer letter (“Offer Letter”) is being sent to you as a Public Shareholder of Xchanging Solutions Limited (“Company”). In case you have recently sold your Offer Shares (as defined below) in the Company, please hand over
this Offer Letter and the accompanying documents to the member of the stock exchange through whom the sale was effected.
OFFER LETTER
for delisting of equity shares to the Public Shareholders of Xchanging Solutions Limited
Registered office: SJR – I Park, Plot No. 13, 14, 15 EPIP Industrial Area, Phase 1 Whitefield, Bangalore – 560 066, Karnataka
Tel: +91-80-30540000 | Fax: +91-80-41157394 | Email: [email protected] Website: www.xchanging.com
From
CSC COMPUTER SCIENCES INTERNATIONAL OPERATIONS LIMITED
Registered office: Royal Pavillion, Wellesley Road, Aldershot, Hampshire, GU11 1PZ United Kingdom (Tel: +44 (0)1252 534000, E-mail: [email protected])
(“Acquirer”)
along with the following persons acting in concert (“PACs”)
COMPUTER SCIENCES CORPORATION
Registered office: 6100 Neil Road, Suite 500, Reno, Nevada 89511, United States Headquarters: 1775 Tysons Blvd, Tysons, VA 22102, United States
(Tel: +1 (703) 876-1000) (“CSC”)
CSC TECHNOLOGIES INDIA PRIVATE LIMITED
Registered office: Level 2, Agnitio Tech Park, 141, Kandanchavadi, Near Perungudi, OMR, Chennai - 600096, Tamil Nadu (Tel: +91 44 2262 8080 and Fax: +91 44 2262 8171)
(“CSC INDIA”)
and
COMPUTER SCIENCES CORPORATION INDIA PRIVATE LIMITED
Registered office: 7th Floor, Block 1B, DLF IT Park, Sivaji Garden, Chennai – 600089, Tamil Nadu (Tel: +91 44 2262 8080 and Fax: +91 44 2262 8171)
(“CSC IPL”) The Acquirer and the PACs are making this delisting offer to the Public Shareholders of the Company (“Delisting Offer”)
pursuant to Regulation 5A of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations (“Takeover Regulations”/“SEBI (SAST) Regulations”) read with the Securities and Exchange
Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”), and are inviting the Public Shareholders to tender their fully paid-up equity shares of INR 10 each of Xchanging Solutions Limited (“Equity Shares”)
in accordance with book building process prescribed under the Delisting Regulations.
FLOOR PRICE: INR 39.23 PER EQUITY SHARE BID OPENING DATE: August 19, 2016 | BID CLOSING DATE: August 25, 2016
Manager to the Offer Registrar to the Offer
Kotak Mahindra Capital Company Limited
27 BKC, 1st Floor, Plot No.C-27, "G" Block Bandra Kurla Complex Bandra (East) Mumbai – 400 051 Tel : +91 22 4336 0128 Fax: +91 22 6713 2446 Email: [email protected] Contact Person: Mr. Ganesh Rane
Karvy Computershare Private Limited
Karvy Selenimum Tower B, Plot Number 31 and 32 Financial District, Gachibowli Nanakrumguda Hyderabad – 500 032 Tel: +91 40 6716 2222 Fax: +91 40 2343 1551 Email: [email protected] Contact Person: M. Murali Krishna/ Williams R
Note:
If you wish to tender your Offer Shares to the Acquirer and the PACs, you should read this Offer Letter and the instructions herein.
For Public Shareholders holding Offer Shares in physical form, please complete and sign the accompanying Bid Form (enclosed at the end of this document) in accordance with instructions therein and in this Offer Letter.
Detailed procedures for the submission and settlement of Bids (as defined below) are set out in paragraphs 18 and 19 respectively below. So far as the Acquirer and the PACs are aware, no other statutory approvals other than those mentioned in paragraph 23 below are required in relation to the Offer Shares tendered by the non-resident shareholders in this Delisting Offer.
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SCHEDULE OF ACTIVITIES
For the process of the Delisting Offer, the tentative schedule of activity will be as set out below.
Activity Date and Day
Publication of Public Announcement for the Delisting Offer August 08, 2016 (Monday)
Dispatch of Offer Letter to the Public Shareholders August 10, 2016 (Wednesday)
Bid Opening Date (10.00 a.m.) August 19, 2016 (Friday)
Bid Closing Date (3.00 p.m.) August 25, 2016 (Thursday)
Announcement of Discovered Price/Exit Price and the Acquirer and
PACs’ acceptance or non-acceptance of such Discovered Price/Exit Price September 01, 2016 (Thursday)
Final date of payment of consideration* September 09, 2016 (Friday)
Return of Offer Shares to Public Shareholders in case of rejection of Bids September 09, 2016 (Friday)
* Subject to acceptance of the Discovered Price or offer of an Exit Price higher or equal to the Discovered Price by the Acquirer and the PACs
Notes: (1) All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of corrigendum in all the newspapers in which the Public Announcement has appeared (2) Last date of payment is subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer and the PACs.
In case the Delisting Offer is not successful in accordance with Regulations 5A(2)(ii) or 5A(2)(iii) of the SEBI (SAST) Regulations, the tentative schedule of activity for the Open Offer will be as set out below.
Activity Date and Day
Announcement of non-acceptance of Discovered Price/failure September 01, 2016 (Thursday)
Announcement of failure of Delisting Offer and update on Open Offer September 06, 2016 (Tuesday)
Date of commencement of period for withdrawal of Offer Shares tendered in Delisting Offer
September 07, 2016 (Wednesday)
Date of expiry of period for withdrawal of Offer Shares tendered in the Delisting Offer
September 22, 2016 (Thursday)
Last date for filing of the Open Offer draft letter of offer with SEBI September 14, 2016 (Wednesday)
Last date for SEBI observations on Open Offer draft letter of offer (in the event SEBI has not sought clarifications or additional information from the Manager)
October 05, 2016 (Wednesday)
Identified Date* October 07, 2016 (Friday)
Last date for dispatch of Open Offer letter of offer to the Public Shareholders
October 18, 2016 (Tuesday)
Last date for revising the offer price/ offer size October 20, 2016 (Thursday)
Last date by which the committee of the independent directors of the Company shall give its recommendation
October 21, 2016 (Friday)
Date of publication of the Open Offer opening announcement October 24, 2016 (Monday)
Date of commencement of tendering period (Open Offer opening date)
October 25, 2016 (Tuesday)
Date of expiry of tendering period (Open Offer closing date) November 08, 2016 (Tuesday)
Last day of payment to the Public Shareholders whose Offer Shares have been accepted in the Open Offer
November 23, 2016 (Wednesday)
Last date for publication of post-Open Offer announcement November 30, 2016 (Wednesday)
Last date for submission of the final report with SEBI November 30, 2016 (Wednesday)
* The Identified Date is only for the purpose of determining the Public Shareholders as on such date to whom the letter of offer would be mailed. All the
Public Shareholders of the Company (registered or unregistered) are eligible to participate in the Open Offer at any time prior to the closure of the tendering period
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RISK FACTORS:
The risk factors set out below do not relate to the present or future business operations of the Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Public Shareholder in the Delisting Offer. Each Public Shareholder of the Company is hereby advised to consult with legal, financial, tax, investment or other independent advisers and consultants for advice on the further risks with respect to each such Public Shareholder's participation in the Delisting Offer and related sale and transfer of Offer Shares to the Acquirer and the PACs.
The Acquirer, PACs and the promoters of the Company make no assurance with respect to the future financial performance of the Company.
In the event that there is any litigation leading to a stay on the Delisting Offer then the Delisting Offer process may be delayed beyond the schedule of activities indicated in this Offer Letter. Consequently, the payment of consideration to the Public Shareholders whose Offer Shares are accepted under this Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer by the Acquirer and the PACs may get delayed.
The Acquirer, PACs, the promoters of the Company and the Manager to the Delisting Offer accept no responsibility for statements made otherwise than in this Offer Letter or in the Public Announcement or in advertisements or other materials issued by, or at the request of the Acquirer, PACs, promoters of the Company or the Manager to the Offer, and anyone placing reliance on any other source of information, would be doing so at his/her/their own risk.
Disclaimer for U.S. persons:
The information contained in this Offer Letter is exclusively intended for persons who are not US Persons as such term is defined in Regulation S under the US Securities Act of 1933, as amended, and who are not physically present in the United States of America. This Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any securities in the United States of America or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of the information contained in this Offer Letter are requested to inform themselves about and to observe any such restrictions.
Disclaimer for persons in other foreign countries:
This Offer Letter does not in any way constitute an offer to sell or an invitation to sell, any securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of the information contained in this Offer Letter are requested to inform themselves about and to observe any such restrictions.
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TABLE OF CONTENTS
1. BACKGROUND OF THE DELISTING OFFER ........................................................................................... 7
2. OBJECTIVE OF DELISTING ...................................................................................................................... 9
3. INFORMATION ON THE ACQUIRER AND PACS ................................................................................... 10
4. INFORMATION ON THE COMPANY ....................................................................................................... 15
5. STOCK EXCHANGES FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED ....... 17
6. MANAGER TO THE OPEN OFFER-CUM-DELISTING OFFER .............................................................. 17
7. REGISTRAR TO THE DELISTING OFFER .............................................................................................. 17
8. STOCK BROKER TO THE DELISTING OFFER ...................................................................................... 17
9. STOCK MARKET DATA REGARDING THE COMPANY ......................................................................... 18
10. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY ................ 19
11. LIKELY POST DELISTING OFFER SHAREHOLDING PATTERN OF THE COMPANY ........................ 19
12. DETERMINATION OF THE FLOOR PRICE ............................................................................................. 20
13. DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE ............................................................ 21
14. CONDITIONS TO THE DELISTING OFFER ............................................................................................ 23
15. DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE DELISTING OFFER .................................................................................................................................. 23
16. ACQUISITION WINDOW FACILITY ......................................................................................................... 24
17. DATES OF OPENING AND CLOSING OF BID PERIOD ......................................................................... 24
18. PROCESS AND METHODOLOGY FOR BIDDING .................................................................................. 24
19. METHOD OF SETTLEMENT .................................................................................................................... 27
20. PERIOD FOR WHICH DELISTING OFFER WILL BE VALID ................................................................... 28
21. DETAILS OF ESCROW ACCOUNT ......................................................................................................... 28
22. PROPOSED SCHEDULE ......................................................................................................................... 29
23. STATUTORY APPROVALS ...................................................................................................................... 30
24. TAXATION ................................................................................................................................................ 30
25. CERTIFICATION BY THE BOARD ........................................................................................................... 31
26. COMPLIANCE OFFICER OF THE COMPANY ........................................................................................ 31
27. REGISTRAR TO THE DELISTING OFFER .............................................................................................. 31
28. GENERAL DISCLAIMERS ........................................................................................................................ 31
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FREQUENTLY USED/ KEY DEFINITIONS
Acquirer CSC Computer Sciences International Operations Limited
Acquisition Window Facility
Has the meaning given and referred to in paragraph 13.1 and 16
Bid(s) Has the meaning given to it in paragraph 15.1
Bid Closing Date 3.00 p.m. or such extended time as may be granted by the BSE on August 25,
2016 being the last date of the Bid Period
Bid Form Bid form as enclosed with this Offer Letter and specifically marked as ‘Bid
Forms’ for Physical Shareholders
Bid Opening Date 10.00 a.m. on August 19, 2016 being the date on which the Bid Period
commences
Bid Period Bid Opening Date to Bid Closing Date
Board Board of directors of the Company
BSE BSE (Bombay Stock Exchange) Limited
Buyer Broker Kotak Securities Limited; refer to paragraph 8
Clearing Corporation Clearing Corporation of India Limited; refer to paragraph 18.6(b)
Company Xchanging Solutions Limited, the company whose Equity Shares are sought to
be delisted from the Stock Exchanges
Delisting Offer
The offer being made by the Acquirer and the PACs to acquire and delist from
the Stock Exchanges all the Offer Shares, not currently held by it, from the
Public Shareholders in accordance with Regulation 5A of the SEBI (SAST)
Regulations read with the Delisting Regulations, and the Public Announcement
and this Offer Letter
Delisting Regulations The Securities and Exchange Board Of India (Delisting Of Equity Shares)
Regulations, 2009
Designated Stock Exchange
BSE; refer to paragraph 16.1
Discovered Price
Minimum price payable by the Acquirer for the Offer Shares it intends to acquire
pursuant to the Delisting Offer, as determined in accordance with the Delisting
Regulations, being the price at which the maximum numbers of Offer Shares are
tendered; refer to paragraph 13.3
DPS Detailed public statement published by the Acquirer and the PACs on May 12,
2016 in accordance with Regulation 5A read with the proviso to Regulation 13(4)
of the SEBI (SAST) Regulations; refer to paragraph 1.5
Equity Shares The fully paid-up equity shares of the Company
Escrow Account Escrow account referred to in paragraph 21
Escrow Bank Kotak Mahindra Bank Limited; refer to paragraph 21.2
Existing Xchanging Shareholders
XML and XTSIPL; refer to paragraph 1.2
Exit Price The price finally accepted or offered by the Acquirer and the PACs (which may
be the Discovered Price or a price higher than the Discovered Price); refer to
paragraph 13.4
Exit Window Has the meaning given to it in paragraph 20
FII Foreign Institutional Investor
Floor Price The price of INR 39.23 per Offer Share as determined in accordance with the
Delisting Regulations; refer to paragraph 12
Intent Letter Has the meaning given and referred to in paragraph 1.4
Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
LoF Delivery Requirement
Has the meaning given and referred to in paragraph 14.2
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FREQUENTLY USED/ KEY DEFINITIONS
Manager or Manager to the Offer
Kotak Mahindra Capital Company Limited
NSE The National Stock Exchange of India Limited
Offer Letter This letter inviting Bids from all Public Shareholders
Offer Shares Equity Shares of the Company held by the Public Shareholders
Open Offer Has the meaning given and referred to in paragraph 1.3
Open Offer Public Announcement
Has the meaning given and referred to in paragraph 1.3
Overseas Offer Has the meaning given and referred to in paragraph 1.1
Public Announcement
Statutory public announcement for Delisting published on August 8, 2016 in all
the editions of Financial Express (English), all editions of Jansatta (Hindi),
Mumbai edition of Navshakti (Marathi), Bengaluru Edition of Hosa Digantha
(Kannada)
PACs
Refers to the persons acting in concert with the Acquirer for the Delisting Offer
viz. Computer Sciences Corporation, CSC Technologies India Private Limited
and Computer Sciences Corporation India Private Limited
Physical Shares Offer Shares that are not in dematerialised form
Physical Shareholders Public Shareholders who hold Offer Shares in physical form
Public Shareholders All shareholders other than those forming part of the promoter and the promoter
group of the Company
RBI Reserve Bank of India
Registrar or Registrar to the Offer
Karvy Computershare Private Limited
Scheme Has the meaning given and referred to in paragraph 3(c)(iii)
SCRR Securities Contract (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India
SEBI (SAST) Regulations
The Securities and Exchange Board Of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011
Seller Member Has the meaning given and referred to in paragraph 17.2
Software Business Has the meaning given and referred to in paragraph 3(c)(iii)
Stock Exchange Mechanism
Has the meaning given and referred to in paragraph 16.1
Stock Exchanges BSE and NSE, the Indian stock exchanges on which the Equity Shares of the
Company are currently listed on
TRS Has the meaning given and referred to in paragraph 18.6(e)
XML Xchanging (Mauritius) Limited
XTSIPL Xchanging Technology Services India Private Limited
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Dear Public Shareholder,
The Acquirer and the PACs are pleased to invite you to tender your Offer Shares, on the terms and subject to the conditions set out in the Delisting Regulations, the Public Announcement and in this Offer Letter.
1. Background of the Delisting Offer
1.1 The boards of directors of CSC and Xchanging plc announced on December 9, 2015 that they had reached an agreement on the terms of a recommended cash offer for Xchanging plc by the Acquirer pursuant to which the Acquirer would acquire the entire issued and to be issued share capital of Xchanging plc (the “Overseas Offer”). The announcement made on December 9, 2015 constituted a firm intention by the Acquirer to make an offer for Xchanging plc. The Overseas Offer was implemented by means of a takeover offer under the UK City Code on Takeovers and Mergers (the “City Code”). The offer document setting out the terms and conditions of the Overseas Offer was published and sent to the shareholders of Xchanging plc by the Acquirer on December 15, 2015. On January 18, 2016, the Acquirer announced that the acceptance condition which required valid acceptances of the Overseas Offer to have been received in respect of shares in Xchanging plc which, together with all other shares in Xchanging plc already acquired by the Acquirer, carry not less than 75% (seventy five per cent.) in nominal value of the issued and fully paid ordinary share capital of Xchanging plc to which the Overseas Offer relates and represent not less than 75% (seventy five per cent.) of the voting rights attached to such shares (but that completion of the Overseas Offer remained subject to other conditions; including anti-trust and regulatory approvals). On February 5, 2016 the Acquirer announced that: (i) it had waived all outstanding conditions to the Overseas Offer other than the US and EU merger control clearances and the UK and German regulatory approvals; and (ii) in order to accommodate the review process relating to these approvals, the Acquirer and Xchanging plc had requested and received the consent of the UK Takeover Panel to extend the date by which the Overseas Offer must become or be declared unconditional in all respects to May 16, 2016. Following the satisfaction or waiver (as applicable) of each of these remaining conditions, the Acquirer announced on May 5, 2016 that the Overseas Offer had become unconditional in all respects and that, as at 5.00 p.m. (London time) on May 5, 2016, it had received valid acceptances of the Overseas Offer in respect of 227,928,243 shares in Xchanging plc representing approximately 91.88% (ninety one point eight per cent.) of the existing share capital of Xchanging plc. The level of acceptances included 24,760,355 shares in Xchanging plc, representing approximately 9.98% (nine point nine eight per cent.) of the existing issued share capital of Xchanging plc, which the Acquirer announced it had acquired on December 23, 2015. Beneficial ownership of the shares in Xchanging plc in respect of which valid acceptances had been received transferred to the Acquirer on May 5, 2016 and the Acquirer announced on the same date that the trading of the shares in Xchanging plc on the London Stock Exchange and listing of the shares on the Official List of the UK Financial Conduct Authority would be cancelled and that it would commence the compulsory acquisition procedure under sections 979 to 991 of the UK Companies Act 2006 (the “UK Compulsory Acquisition Procedure”) to acquire the remaining shares in Xchanging plc. The UK Compulsory Acquisition Procedure was completed on June 16, 2016, and, as such, the Acquirer now owns 100% (one hundred per cent.) of the shares in Xchanging plc.
1.2 Xchanging plc, through its subsidiaries viz. Xchanging (Mauritius) Limited (“XML”) and Xchanging Technology Services India Private Limited (“XTSIPL”) (XML and XTSIPL collectively referred to as the “Existing Xchanging Shareholders”), holds in aggregate 75% (seventy five per cent.) of the voting share capital of the Company. The Existing Xchanging Shareholders are promoters and form part of the promoter group of the Company. As outlined above, the Acquirer now owns 100% of the shares in Xchanging plc, entitling the Acquirer to: (i) indirectly exercise 75% (seventy five per cent.) of the voting rights in the Company; and (ii) indirectly exercise control over the Company, through the Existing Xchanging Shareholders, the existing promoters and forming part of the promoter group of the Company.
1.3 Consequent to the Overseas Offer, the Acquirer and the PACs triggered an indirect open offer and made an open offer for the acquisition of up to 27,850,929 Equity Shares representing 25% (twenty five per cent.) of the fully paid-up equity share capital and voting capital of the Company at a price of INR 39.23 (Indian Rupees Thirty Nine and Paise Twenty Three only) per Equity Share in accordance with Regulations 3(1), 4, 5(1) read with Regulation 13(2)(e) of the SEBI
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(SAST) Regulations (“Open Offer”) by way of a public announcement for the Open Offer dated December 15, 2015 (“Open Offer Public Announcement”) and a corrigendum to the Open Offer Public Announcement dated January 28, 2016.
1.4 Pursuant to the Overseas Offer being completed and becoming wholly unconditional on May 5, 2016, the Acquirer and PACs sent a letter dated May 5, 2016 to the Company, informing the Company of their intention to make the Delisting Offer in accordance with Regulation 5A of the SEBI (SAST) Regulations read with the Delisting Regulations, and requested the Board to take all necessary actions required under the Delisting Regulations (“Intent Letter”). Subsequently, in terms of Regulation 8(1A)(i) of the Delisting Regulations read with Regulations 29 and 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company, on May 6, 2016, informed the Stock Exchanges of the receipt of the Intent Letter. A meeting of the Board was held on May 11, 2016, inter alia, to consider the Intent Letter encapsulating the Delisting Offer and to appoint the merchant banker for conducting due diligence activities in terms of Regulation 8(1A)(ii) of the Delisting Regulations.
1.5 The Board at the meeting held on May 11, 2016, after taking into account the Intent Letter encapsulating the Delisting Offer, initiated the process as required under the Delisting Regulations and appointed Karvy Investor Services Limited (“Merchant Banker to Company”) as the merchant banker for carrying out the aforesaid due diligence as required under Regulation 8(1A)(ii) of the Delisting Regulations and for other incidental activities in connection with the delisting process. This was followed by the Acquirer and PACs publishing a detailed public statement for the Open Offer on May 12, 2016 in terms of the proviso to Regulation 13(4) of the SEBI (SAST) Regulations which encapsulated the Acquirer and the PACs’ intention to voluntarily delist the Equity Shares from the Stock Exchanges in terms of Regulation 5A of the SEBI (SAST) Regulations (“DPS”).
1.6 After giving an intimation to the Stock Exchanges on June 1, 2016 in accordance with Regulation 29 of the Listing Regulations, the Board at a meeting held on June 6, 2016, took into account the due diligence report dated June 6, 2016 submitted by the Merchant Banker to Company in terms of Regulation 8(1C) of the Delisting Regulations and approved the proposal received from the Acquirer and the PACs to delist the Equity Shares from the Stock Exchanges, (subject to obtaining the approval of the shareholders of the Company in terms of Regulation 8(1)(b) of the Delisting Regulations and the in-principle approval of the Stock Exchanges in terms of Regulations 8(2) and 8(3) of the Delisting Regulations (the outcome disclosure of which was made to the Stock Exchanges by the Company on June 6, 2016)).
1.7 The aforesaid approval of the shareholders was obtained by way of a special resolution (through postal ballot) with the requisite majority in terms of Regulation 8(1)(b) of the Delisting Regulations, the result of which was declared on July 27, 2016 and made available on the websites of the Stock Exchanges on July 27, 2016.
1.8 The Company, pursuant to its in-principle approval applications to the Stock Exchanges dated July 29, 2016 made in accordance with Regulations 8(1)(c) and 8(2) of the Delisting Regulations, received in-principle approvals from the BSE on August 5, 2016 and from the NSE on August 5, 2016 for the delisting of the Equity Shares from each of the respective Stock Exchanges in terms of Regulation 8(3) of the Delisting Regulations.
1.9 As on the date of the Public Announcement, the Acquirer and the PACs indirectly (through the Existing Xchanging Shareholders) hold 83,552,787 Equity Shares representing 75% (seventy five per cent.) of the fully paid-up equity share capital and voting capital of the Company. The Existing Xchanging Shareholders have each been disclosed as promoters and as part of the promoter group in the Company’s filings with each of the Stock Exchanges. The Acquirer and the PACs have made the Public Announcement on August 8, 2016 and dispatched this Offer Letter to the Public Shareholders to acquire the Offer Shares in accordance with the provisions of the Delisting Regulations and on the terms and subject to the conditions set out herein below. In terms of Regulation 17(a) read with the explanation to Regulation 17 of the Delisting Regulations, upon the shareholding of the Acquirer, the PACs and the promoter group of the Company reaching a minimum of 90% (ninety per cent.) of the Company’s equity share capital, the Acquirer and the PACs will seek to voluntarily delist the Equity Shares from the Stock Exchanges in accordance with the Delisting Regulations.
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1.10 The Public Announcement was issued in the following newspapers in accordance with the terms of Regulation 10(1) of the Delisting Regulations:
Newspaper Language Editions
Financial Express English All Editions
Jansatta Hindi All Editions
Navshakti Marathi Mumbai Edition
Hosa Digantha Kannada Bengaluru Edition
1.11 Modifications to the Public Announcement and/or the Offer Letter, if any, will be notified by issuing a corrigendum in all of the aforementioned newspapers.
1.12 The Acquirer and the PACs reserve the right to withdraw the Delisting Offer in certain cases as more fully set out in paragraph 14.1 of this Offer Letter.
2. Objective of Delisting
The Intent Letter encapsulates the following objective and rationale for the Delisting Offer:
Under the Securities Contract (Regulation) Rules, 1957 (“SCRR”) and the Listing Regulations, 25% (twenty five per cent.) of the equity share capital of the Company is required to be held by public shareholders other than the promoters. In the event that the Acquirer and the PACs’ shareholding exceeds 75% (seventy five per cent.) of the Company’s share capital, the promoters are required to reduce their shareholding in the Company to 75% (seventy five per cent.). The Acquirer and the PACs’ acquisition of Xchanging plc (referred to in paragraph 1.2 of the Open Offer Public Announcement dated December 15, 2015), triggered a mandatory open offer for 27,850,929 fully paid-up Equity Shares representing 25% (twenty five per cent.) of the equity share capital of the Company. In the event that any Public Shareholders subscribe to the Open Offer, the Acquirer and PACs’ direct/indirect (as applicable) shareholding in the Company post completion of the aforementioned Open Offer is likely to be taken above 75% (seventy five per cent.) of the equity share capital of the Company and could be as much as 100% (one hundred per cent.) in a scenario where the Open Offer is fully subscribed. In such a scenario, the Acquirer and the PACs would be required to reduce their shareholding percentage in the Company as required under the SCRR and Listing Regulations through either (a) a fresh issuance of Equity Shares or (b) by the Acquirer and PACs selling the Equity Shares acquired in the Open Offer in the secondary market; such actions having to be completed in a time-bound manner within 12 months of the completion of the Open Offer, in accordance with the terms of the SCRR.
Since there is no need for additional capital in the Company, the Acquirer and PACs believe that making a fresh issuance of Equity Shares is not required. The option of the Acquirer and the PACs to divest their shareholding in the Company would lead to downward pressure on the market price of the Equity Shares and therefore the Acquirer and the PACs believe that such an action would not be in the best interests of the Company’s Public Shareholders.
The following additional reasons factored into the Acquirer and the PACs decision to opt for the delisting of the Equity Shares from the Stock Exchanges:
the on-going expenses of the Company maintaining a listing on the Stock Exchanges, including
investor relations expenses associated with these continued listings which will cease once the
delisting is effective;
the need to dedicate management time to compliance with the requirements associated with the
continued listings and the needs of the Public Shareholders will be reduced and can be refocused
on the Company’s business;
the Delisting Offer is the quickest and most cost effective way for the Acquirer and the PACs to
comply with the provisions of the Listing Regulations, Securities Contract (Regulation) Act, 1956,
the SEBI (SAST) Regulations, Delisting Regulations and the SCRR; and
the Delisting Offer will allow the Acquirer and the PACs to obtain full ownership and control of the
Company, which will provide the Acquirer and the PACs with increased operational flexibility to
support the Company’s business and future financing needs.
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In view of the foregoing, the Acquirer and the PACs have concluded that the Delisting Offer is the option that best satisfies their objectives and that they believe to be consistent with the interests of the Company’s Public Shareholders.
3. Information on the Acquirer and PACs
a. Acquirer - CSC Computer Sciences International Operations Limited
i. The Acquirer is a company incorporated under the laws of England having its registered
office at Royal Pavilion, Wellesley Road, Aldershot, Hampshire, GU11 1PZ United
Kingdom (Tel: +44 (0)1252 534000, E-mail: [email protected]). The Acquirer
was incorporated as a limited company as CSC Computer Sciences Holdings Three
Limited on November 11, 2009 in England. It passed a special resolution to change its
name to CSC Computer Sciences International Operations Limited with effect from March
10, 2010.
ii. The Acquirer is a wholly owned (indirect) subsidiary of CSC and operates as part of the
CSC group’s United Kingdom division.
iii. The Acquirer is a holding company and is not engaged in any business or trade.
iv. The Acquirer’s ultimate parent company is CSC, which indirectly holds 100% (one
hundred per cent.) of the equity share capital of the Acquirer.
v. As described in paragraph 1.1 and 1.2 above, the Acquirer indirectly exercises 100% (one
hundred per cent.) of the voting rights of the Existing Xchanging Shareholders. The
Existing Xchanging Shareholders are also the promoters and form part of the promoter
group of the Company.
vi. As on the date of the Public Announcement, the fully paid-up equity share capital of the
Acquirer was GBP 1,021,253,191 (One billion, Twenty One million, Two hundred and Fifty
Three thousand, One hundred and Ninety One Great British Pounds only) equivalent to
INR 89,902,246,033 (Indian Rupees Eighty Nine Billion, Nine Hundred Two Million, Two
Hundred Forty Six Thousand and Thirty Three only) using the exchange rate 1 GBP =
INR 88.0313 (source: www.rbi.org.in on August 2, 2016), comprising of 1,021,253,191
ordinary shares of GBP 1 (One Great British Pound only) each.
vii. The shareholding pattern of the Acquirer as of the date of the Public Announcement is set
out below:
Sl. No. Name of the Entity Number of
Shares Percentage
Shareholding
I Promoter group of Acquirer
1
CSC (via wholly owned intermediate holding companies - CSC Computer Sciences Holdings S.a.r.l., CSC Computer Sciences International S.a.r.l. and CSC Computer Sciences International Inc.)
1,021,253,191 100.0%
Total promoter group of Acquirer 1,021,253,191 100.0%
II Others
1 Foreign Institutional Investors/ Mutual-Funds/ Financial Institutions/ Banks
- 0.0%
2 Public Shareholders - 0.0%
Total Others - 0.0%
Total (I + II) 1,021,253,191 100.0%
viii. The shares of the Acquirer are not listed on any stock exchange in India or overseas.
11
The key financial information of the Acquirer as derived from the audited financial
statements of the Acquirer as at and for the financial years ended March 29, 2013, March
28, 2014 and April 3, 2015 is as set out below. As per the laws of United Kingdom the
Acquirer is not required to maintain 6 monthly/quarterly financials.
Particulars
(in GBP ‘000s and INR
million other than EPS)
Financial Year ended
March 29, 2013
Financial Year ended
March 28, 2014
Financial Year ended
April 3, 2015
Consolidated Consolidated Consolidated
Currency (GBP) (INR) (GBP) (INR) (GBP) (INR)
Total Revenue Nil Nil Nil Nil Nil Nil
Profit / (Loss) (380,375) (33,485) 150,280 13,229 4,898 431
EPS* (GBP/INR) (0.38) (33) 0.15 13 0.00 0.43
*Earnings Per share (EPS) is calculated as Profit or (Loss)/Total No. of shares
Particulars
(in GBP ‘000s and INR million)
As of
March 29, 2013
As of
March 28, 2014
As of
April 3, 2015
Consolidated Consolidated Consolidated
Currency (GBP) (INR) (GBP) (INR) (GBP) (INR)
Shareholders’ funds# 1,399,308 123,183 1,549,588 136,412 1,554,486 136,843
#Shareholders’ funds is calculated as called-up share capital + share premium + profit and loss account
Note: Since the financials for the Acquirer are presented in GBP they have been converted into Rupees for purpose of convenience translation. GBP to Indian Rupees conversion has been assumed at the rate of 1 GBP = INR 88.0313 as on August 2, 2016 (Source: www.rbi.org.in). Figures have been rounded off as necessary
b. PAC - Computer Sciences Corporation (“CSC”)
i. CSC is a listed public company, incorporated on April 16, 1959 under the laws of the state
of Nevada in the United States of America. There has been no change in the name of
CSC during the last 3 (three) years.
ii. CSC is a global provider of information technology and professional services and
solutions. Since CSC was founded in 1959, CSC has helped its clients develop and
integrate information technology assets in support of operational efficiency, new growth
initiatives and other business objectives.
iii. The registered office of CSC is located at 6100 Neil Road, Suite 500, Reno, Nevada
89511, United States and the headquarters of CSC are located at 1775 Tysons Blvd,
Tysons, VA 22102, United States (Tel: +1 (703) 876-1000).
iv. CSC is the ultimate holding company of the Acquirer, CSC India and CSC IPL and
indirectly holds 100% (one hundred per cent.) of the equity share capital of the Acquirer,
CSC India and CSC IPL. The equity shares of CSC are not listed on any stock exchange
in India. The equity shares of CSC are listed in the United States of America on the New
York Stock Exchange (NYSE) Ticker: CSC. The closing price of CSC’s shares on NYSE
as on August 2, 2016 was US$ 47.59, equivalent to INR 3,177.17 (Indian Rupees Three
Thousand One Hundred Seventy Seven and Seventeen Paise only) using the RBI
reference rate of 1 US$ = INR 66.7612 (source: www.rbi.org.in on August 2, 2016).
v. CSC does not hold any Equity Shares directly in the Company. As mentioned in paragraph
1.1 and 1.2 of this Offer Letter, pursuant to completion of the Overseas Offer, and further,
post completion of the UK Compulsory Acquisition Procedure, CSC indirectly holds 75%
(seventy five per cent.) of the equity share capital of the Company and, indirectly, through
the Acquirer, exercises control over the Company.
12
vi. CSC is a widely held listed public company and has a diverse shareholder base with no
identified promoter. CSC is not owned or controlled, directly or indirectly, by another
corporation, any foreign government or by any other legal or natural person. As of August
2, 2016, the following persons / groups were known to be holding more than 5% (five per
cent.) of the voting rights of CSC:
BlackRock, Inc.;
The Vanguard Group, Inc.; and
Boston Partners.
vii. As at August 1, 2016, the fully paid-up equity share capital of the CSC was US$
150,985,031 One Hundred and Fifty million, Nine hundred and Eighty Five thousand and
Thirty One United States Dollars only) equivalent to INR 10,079,941,851.60 (Indian
Rupees Ten Billion Seventy Nine Million Nine Hundred Forty One Thousand Eight
Hundred Fifty One and Sixty Paise only) using the RBI reference rate of 1 US$ = INR
66.7612 (source: www.rbi.org.in on August 2, 2016) comprising 150,985,031 common
shares (including 10,535,492 treasury shares), with a par value of US$ 1 (One United
States Dollar only) each.
viii. The brief consolidated financial information of CSC, as derived from its audited
consolidated financial statements, for the 12 month period ended March 28, 2014, April 3,
2015 and April 1, 2016 as certified by the statutory auditors of CSC is as set out below
Particulars
(in US$ mn and
INR mn other than
EPS)
For the 12 month period ended
March 28, 2014
For the 12 month period ended April
3, 2015
For the 12 month period ended April
1, 2016
(US$) (INR) (US$) (INR) (US$) (INR)
Total Revenue 8,899 594,108 8,117 541,901 7,106 474,405
Profit / (Loss) 947 63,223 2 134 251 16,757
EPS*
(US$/ INR) 6.41 428 0.01 1 1.82 122
* Earnings Per share (EPS) is calculated as the basic earnings per share from continuing operations and discontinued operations
Particulars
(in US$ mn and
INR mn)
As of March 28, 2014
As of April 3, 2015 As of April 1, 2016
(US$) (INR) (US$) (INR) (US$) (INR)
Net Worth /
Shareholders’
funds#
3,944 263,306 2,965 197,947 2,032 135,659
#Net Worth is calculated as common stock + additional paid-in capital + earnings retained for use in business + accumulated
other comprehensive income + non-controlling interest in subsidiaries, less common stock in treasury
Note: Since the financials of the company are presented in US Dollar, we have adapted a translation (convenience translation) of such financials into Indian National Rupees. The US Dollar to Indian National Rupee conversion has been assumed at the rate of 1 USD = INR 66.7612 as on August 2, 2016 (Source: www.rbi.org.in). Figures have been rounded off, as necessary
c. PAC - CSC Technologies India Private Limited (“CSC India”)
i. CSC India is a private limited company incorporated under the laws of India under the
Companies Act, 2013 on October 7, 2015, with its registered office at Level 2, Agnitio
Tech Park, 141, Kandanchavadi, Near Perungudi, OMR, Chennai – 600096, Tamil Nadu
(Tel: +91 44 2262 8080 and Fax: +91 44 2262 8171). The name of CSC India has not
changed since its incorporation. The Company Identification Number (CIN) of CSC India is
U72900TN2015FTC102489.
ii. CSC India is engaged in the business of providing services in the field of software
development, infrastructure services solutions, application services, outsourcing services
and IT enabled services, and operates as part of CSC group’s India division.
13
iii. As mentioned in clause 1.2 of the corrigendum to the Open Offer Public Announcement
dated January 28, 2016, on October 20, 2015, the board of directors of CSC India, CSC
IPL and certain subsidiaries of CSC IPL approved carrying out a Scheme of Amalgamation
& Arrangement (Demerger) (“Scheme”), under the provisions of Sections 391 to 394 and
other applicable provisions of the Companies Act, 1956, including the corresponding
provisions of the Companies Act, 2013 as and when applicable, inter alia, providing for the
demerger of the: (i) software development services, IT Infrastructure services solutions
and application services; (ii) software testing and quality management services; and
(iii) offshore services with respect to product development for the healthcare division
(together referred to as “Software Business”) as a going concern from CSC IPL to CSC
India. The Scheme was approved by the High Court of Judicature at Chennai on March
11, 2016 and made effective on April 1, 2016 pursuant to which the Software Business of
CSC IPL is now vested in CSC India.
iv. CSC India belongs to the CSC group and is a wholly owned (indirect) subsidiary of CSC.
v. As on the date of the Public Announcement, the fully paid-up equity share capital of CSC
India is INR 1,293,648,080 (Indian Rupees One Billion Two Hundred and Ninety Three
Million Six Hundred and Forty Eight Thousand and Eighty only) comprising 129,364,808
fully paid ordinary equity shares, with a face value of INR 10 (Indian Rupees Ten only)
each.
vi. The equity shares of CSC India are not listed on any stock exchanges in India or
overseas.
vii. CSC India’s ultimate parent company is CSC, which indirectly holds 100% (one hundred
per cent.) of the equity share capital of CSC India.
viii. The shareholding pattern of CSC India as on the date of the Public Announcement is as
set out below.
Sl. No. Name of the Entity Number of Shares Percentage
Shareholding
I Promoter group of CSC India
1 CSC Technology Singapore Pte. Ltd (100% indirectly owned by CSC)
129,364,634 100%
2 Mynd Corporation (100% indirectly owned by CSC)
50 0.00#
3 CSC Consulting Inc. (100% indirectly owned by CSC)
124 0.00#
Total promoter group of CSC India 129,364,808 100%
II Others
1 Foreign Institutional Investors/ Mutual-Funds/ Financial Institutions/Banks
- NIL
2 Public Shareholders - NIL
Total Others - NIL
Total (I + II) 129,364,808 100% # Negligible *In compliance with the applicable provisions of the Companies Act, 2013 and rules thereunder, the board of directors of CSC India at their meeting held on May 11, 2016 decided to offer to buy-back its 24,278,715 equity shares (representing 15.80% of its total paid up equity share capital) at INR 224.97 per equity share, from its shareholders aforementioned (subject to approval of shareholders by way of a special resolution dated May 13, 2016). The approval of shareholders by way of special resolution was obtained on May 13, 2016 pursuant to which the buy-back letter of offer was filed with the registrar of companies and dispatched to the shareholders aforementioned on May 20, 2016. Subsequently, only CSC Technology Singapore Pte. Ltd participated in the buy-back and offered its 24,278,715 equity shares (representing 15.80% of its total paid up equity share capital of CSC India) to CSC India. This offer by CSC Technology Singapore Pte. Ltd was accepted by the board of directors of CSC India on May 25, 2016 and subsequently the buy-back was completed on May 26, 2016
ix. Since CSC India is newly incorporated, it does not have any audited financial statements.
14
d. PAC – Computer Sciences Corporation India Private Limited (“CSC IPL”)
i. CSC IPL is a private limited company incorporated under the laws of India under the
Companies Act, 1956 on September 13, 1996, with its registered office at 7th Floor, Block
1B, DLF IT Park, Sivaji Garden, Chennai – 600089, Tamil Nadu (Tel: +91 44 2262 8080
and Fax: +91 44 2262 8171). CSC IPL was incorporated under the name of “Policy
Management Systems India Private Limited” with its registered office at Indore, Madhya
Pradesh and subsequently changed its name to CSC IPL and a new certificate of
incorporation was issued on May 11, 2001. CSC IPL changed its registered office to the
current address specified above from Indore, Madhya Pradesh to Chennai, Tamil Nadu
pursuant to an order of the Company Law Board dated October 22, 2008. The certificate
of registration for change of State was issued to CSC IPL on November 26, 2008. The
Company Identification Number (CIN) of CSC IPL is U60231TN1996PTC070000.
ii. CSC IPL is engaged in the business of providing business process outsourcing services
and operates as part of CSC group’s India division. The Software Business of CSC IPL
has been transferred and vested in CSC India in accordance with and pursuant to the
Scheme, which was approved by the High Court of Judicature at Chennai on March 11,
2016 and made effective on April 1, 2016.
iii. CSC IPL belongs to the CSC group and is a wholly owned (indirect) subsidiary of CSC.
iv. As on the date of the Public Announcement, the fully paid-up equity share capital of CSC
IPL is INR 62,049,080 (Indian Rupees Sixty Two million Forty Nine thousand and Eighty
only) comprising 6,204,908 fully paid ordinary equity shares, with a face value of INR 10
(Indian Rupees Ten only) each.
v. The shares of CSC IPL are not listed on any stock exchanges in India or overseas.
vi. CSC IPL’s ultimate parent company is CSC, which indirectly holds 100% (one hundred per
cent.) of the equity capital of CSC IPL. The shareholding pattern of CSC IPL as on the
date of the Public Announcement is as set out below.
Sl. No. Name of the Entity Number of
Shares Percentage
Shareholding
I Promoter group of CSC IPL
1 CSC Technology Singapore Pte. Ltd (100% indirectly owned by CSC)
6,204,901 100%
2 Mynd Corporation (100% indirectly owned by CSC)
2 0.00#
3 CSC Consulting Inc. (100% indirectly owned by CSC)
5 0.00#
Total promoter group of CSC IPL 6,204,908 100%
II Others
1 Foreign Institutional Investors/ Mutual-Funds/ Financial Institutions/Banks
- NIL
2 Public Shareholders - NIL
Total Others - NIL
Total (I + II) 6,204,908 100% #Negligible
vii. The key financial information of CSC IPL as derived from the audited financial statements
of CSC IPL as of and for the financial years ended March 31, 2013, 2014, 2015, and the
unaudited financial statements for the 9 (nine) month period ended December 31, 2015
from the report on review of historical financial information for the 9 (nine) months ended
December 31, 2015 are set out below
15
Particulars
For the 12 month period ended March
31, 2013
For the 12 month period ended March
31, 2014
For the 12 month period ended March
31, 2015
For the 9 month period
ended December 31,
2015
(INR ‘000) (INR ‘000) (INR ‘000) (INR ‘000)
Total Revenue 26,983,066 27,196,389 26,728,106 19,030,676
Profit / (Loss) 2,639,352 2,247,270 2,353,264 1,706,141
EPS* (INR) 380 362 379 275
*Earnings Per share (EPS) is calculated as the basic earnings per share on net earnings
Particulars
As of March 31, 2013
As of March 31, 2014
As of March 31, 2015
As of December 31,
2015
(INR ‘000) (INR ‘000) (INR ‘000) (INR ‘000)
Net Worth / Shareholders’ funds
#
16,126,394 18,373,664 20,726,928 22,433,069
#Networth is calculated as Share Capital + Capital Reserves + Translation Reserves +Accumulated Losses
4. Information on the Company
4.1 The Company was incorporated on February 1, 2002 as Scandent Network Private Limited.
Pursuant to a scheme of arrangement involving the de-merger of the IT operations of SSI
Limited into Scandent Network Private Limited, the Company’s name was changed to Scandent
Solutions Corporation Private Limited on October 1, 2004. The name of the Company was
further changed to Scandent Solutions Corporation Limited on October 13, 2004. The Equity
Shares were listed pursuant to a scheme of arrangement involving the de-merger of the IT
operations of SSI Limited, which was a listed company, into the Company (then known as
Scandent Network Private Limited). Post completion of the demerger process, the Company
applied for listing of its shares on the stock exchanges where the shares of SSI Limited were
listed in accordance with the provisions of the SEBI (Disclosure and Investor Protection)
Guidelines, 2000. Pursuant to such application, the Equity Shares were listed on the Stock
Exchanges on March 5, 2005. Pursuant to another scheme of amalgamation between
Cambridge Solutions Services Holdings LLC and the Company, the Company’s name was
changed to Cambridge Solutions Limited on June 19, 2006. Pursuant to share purchase
agreements between erstwhile principal shareholders of the Company and Xchanging
(Mauritius) Limited (XML), a wholly owned subsidiary of Xchanging plc, a company incorporated
in UK, and consequent open offer to public, XML acquired 76.06% (seventy six and six
hundredths per cent) of the outstanding share capital of the Company. Though the open offer
process was completed on April 9, 2009, XML obtained the power of operational control of the
Company effective January 1, 2009. Pursuant to approval of the shareholders in the annual
general meeting and subsequent approval of the Registrar of Companies on June 11, 2012, the
name of the Company was changed from Cambridge Solutions Limited to Xchanging Solutions
Limited. Subsequently in October 2012, XML reduced their stake in the Company to 75%
(seventy five per cent.) by way of an offer for sale to comply with the Minimum Public
Shareholding requirement under the erstwhile equity listing agreement/ Listing Regulations and
SCRR. On June 18, 2015, XML transferred 25,550,000 Equity Shares, i.e., 22.93% (twenty two
point nine three per cent.) of the voting share capital of the Company, to Xchanging
Technologies India Private Limited through an off-market transaction, keeping the cumulative
promoter shareholding in the Company constant at 75% (seventy five per cent.).
4.2 The registered and the corporate office of the Company is situated at SJR I-Park, Plot 13, 14,
15, EPIP Industrial Area, Phase I Whitefield, Bangalore 560066, Karnataka, India (Tel: +91-80-
30540000; Fax: +91-80-41157394, E-mail: [email protected]).
16
4.3 The Company is an IT services provider with operations in India and an international presence
established through subsidiaries in USA, Singapore, UK and Malaysia.
4.4 The Equity Shares are currently listed on the BSE (Scrip Code: 532616) (Scrip ID:
XCHANGING) and the NSE (Symbol: XCHANGING).
4.5 The total authorized share capital of the Company is INR 1,250,000,000 (Indian Rupees One
billion Two hundred and Fifty million only) consisting of 125,000,000 Equity Shares of face value
of INR 10 (Indian Rupees Ten only) each. The total paid-up share capital of the Company is INR
1,114,037,160 (Indian Rupees one billion, one hundred fourteen million, thirty-seven thousand,
one hundred sixty only) consisting of 111,403,716 Equity Shares of face value of INR 10 (Indian
Rupees Ten only) each.
4.6 As on date of the Public Announcement, the Company does not have any partly paid-up shares
outstanding.
4.7 The key financial information of the Company, as derived from the audited standalone financials
of the Company as of and for the years ended December 31, 2013, 2014, 2015 and for the 3
month period ended March 31, 2016 is set out below.
Particulars
For the 12
month period
ended
December 31,
2013
For the 12
month period
ended
December 31,
2014
For the 12
month period
ended
December 31,
2015
For the 3
month period
ended
March 31,
2016
(INR mn) (INR mn) (INR mn) (INR mn)
Total Revenue* 1,306.6 1,637.2 1,329.3 267.1
Profit/(Loss) 215.4 72.2 136.4 3.4
EPS (INR) 1.93 0.65 1.22 0.03
Particulars
As of
December 31,
2013
As of
December 31,
2014
As of
December 31,
2015
As of March
31, 2016
(INR mn) (INR mn) (INR mn) (INR mn)
Net Worth /
Shareholders’ funds#
1,676.5 1,748.7 1,885.1 N/A
#Networth is calculated as Share Capital + Reserves
*Total Revenue includes Other Income
4.8 The key financial information of the Company, as derived from the audited consolidated
financials of the Company as of and for the years ended December 31, 2013, 2014, 2015 and for
the 3 month period ended March 31, 2016 is set out below.
Particulars
For the 12
month period
ended
December 31,
2013
For the 12
month period
ended
December 31,
2014
For the 12
month period
ended
December 31,
2015
For the 3
month period
ended
March 31,
2016
(INR mn) (INR mn) (INR mn) (INR mn)
Total Revenue* 2,661.5 3,106.2 2,946.9 N/A
Profit/(Loss) 303.1 251.1 292.0 N/A
EPS 2.72 2.25 2.62 N/A
17
Particulars
As of
December 31,
2013
As of
December 31,
2014
As of
December 31,
2015
As of March
31, 2016
(INR mn) (INR mn) (INR mn) (INR mn)
Net Worth /
Shareholders’ funds#
2,787.5 3,042.6 3,329.7 N/A
#Networth is calculated as Share Capital + Reserves
*Total Revenue includes Other Income
5. Stock Exchanges from which the Equity Shares are sought to be delisted
5.1 The Equity Shares are currently listed on the Stock Exchanges. The Equity Shares are
infrequently traded on the Stock Exchanges within the meaning of explanation to Regulation 15
(2) of the SEBI (SAST) Regulations. The Acquirer and the PACs are seeking to delist the Equity
Shares from the Stock Exchanges.
5.2 Public Shareholders should note that in terms of Regulation 30 of the Delisting Regulations:
a. No application for listing shall be made by the Company in respect of the Equity Shares
which have been delisted pursuant to this Delisting Offer, for a period of 5 (five) years from
the delisting, except where a recommendation in this regard has been made by the Board for
Industrial and Financial Reconstruction under the Sick Industrial Companies (Special
Provisions) Act, 1985.
b. Any application for listing made in the future by the Company in respect of delisted Equity
Shares shall be deemed to be an application for fresh listing of such Equity Shares and shall
be subject to provisions of law relating to listing of equity shares of unlisted companies in
addition to the facts and circumstances under which this Delisting Offer was made.
5.3 The facility for tendering the Offer Shares by the Public Shareholders through the Stock
Exchange Mechanism in terms of the SEBI Circular dated April 13, 2015 shall be available on
the BSE on a separate window called the “acquisition window” or “OTB”.
6. Manager to the Open Offer-cum-Delisting Offer
The Acquirer and PACs have appointed Kotak Mahindra Capital Company Limited (Address: 27 BKC, 1st Floor, Plot No.C-27, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Tel: +91 22 4336 0128, Fax: +91 22 6713 2445, Email: [email protected]; Contact Person: Mr. Ganesh Rane) as the Manager to this Open Offer-cum-Delisting Offer (“Manager to the Offer”).
7. Registrar to the Delisting Offer
The Acquirer and PACs have appointed Karvy Computershare Private Limited as Registrar to this Delisting Offer (Address: Karvy Selenimum Tower B, Plot Number 31 and 32, Financial District, Gachibowli Nanakrumguda, Hyderabad – 500 032. Tel: +91 40 6716 2222; Fax: +91 40 2343 1551; Email: [email protected]; Contact Person: M. Murali Krishna/ Williams R) (“Registrar to the Offer”).
8. Stock broker to the Delisting Offer
The Acquirer and PACs have appointed Kotak Securities Limited (“Buyer Broker”) (Address: 27 BKC, Plot No.C-27, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Tel: +91 22 3030 5757, E-mail: [email protected], Contact Person: Ms. Naaz Khan) for this Delisting Offer through whom the purchases and settlement of the Offer Shares tendered in this Delisting Offer shall be made.
18
9. Stock market data regarding the Company
9.1. The high, low and average market price of the Equity Shares (in INR per Equity Share) during
the preceding 3 (three) years on the BSE are as follows:
Calendar Year/ Financial Year/ Actual Yearly Data
BSE
High^ Low^ Average Volume
August 2013 – July 2014 25.45 6.71 14.57 1,300,884
August 2014 – July 2015 51.20 19.50 34.34 3,441,905
August 2015 – July 2016 104.00 22.45 50.53 6,396,245
Source: BSE
^High of intra-day high / low of intra-day lows during the period
*Average of daily closing prices during the period
9.2. The monthly high and low closing prices (in INR per Equity Share) of the Equity Shares and the
traded volumes (number of Equity Shares) on the BSE for the 6 (six) calendar months preceding
the date of the Public Announcement are as follows:
Month BSE
High^ Low^ Average* Volume**
Feb-16 45.0 34.2 38.7 162,608
Mar-16 54.5 37.0 44.5 483,758
Apr -16 56.4 44.8 51.4 295,187
May-16 87.5 49.0 71.8 1,332,937
Jun-16 88.0 74.1 80.1 335,832
Jul-16 104.0 83.2 95.3 512,711
Source: BSE
^ High of intra-day high / low of intra-day lows during the period
*Average of daily closing prices during the period
**Cumulative trading volume during the period
9.3. The high, low and average market price of the Equity Shares (in INR per Equity Share) during
the preceding 3 (three) years on the NSE are as follows:
Calendar Year/ Financial Year/ Actual Yearly Data
NSE
High^ Low^ Average Volume
August 2013 – July 2014 25.50 6.20 14.62 1,485,161
August 2014 – July 2015 50.45 19.50 34.31 2,873,015
August 2015 – July 2016 103.80 22.70 50.53 10,293,441
Source: NSE
^High of intra-day high / low of intra-day lows during the period
*Average of daily closing prices during the period
9.4. The monthly high and low closing prices (in INR per Equity Share) of the Equity Shares and the
traded volumes (number of Equity Shares) on the NSE for the 6 (six) calendar months preceding
the date of the Public Announcement are as follows:
Month NSE
High^ Low^ Average* Volume**
Feb-16 46.5 34.6 38.8 205,717
Mar-16 54.6 36.4 44.4 562,425
Apr-16 56.5 43.1 51.4 393,778
May-16 87.7 48.4 71.9 2,563,331
Jun-16 88.0 75.1 80.1 591,371
Jul-16 103.8 82.7 95.1 1,018,652
Source: NSE
^ High of intra-day high / low of intra-day lows during the period
*Average of daily closing prices during the period
**Cumulative trading volume during the period
19
10. Present capital structure and shareholding pattern of the Company
10.1 The total authorized share capital of the Company is INR 1,250,000,000 (Indian Rupees One
billion Two hundred and Fifty million only) consisting of 125,000,000 Equity Shares of face value
of INR 10 (Indian Rupees Ten only) each. The total paid-up share capital of the Company is INR
1,114,037,160 (Indian Rupees one billion, one hundred fourteen million, thirty-seven thousand,
one hundred sixty only) consisting of 111,403,716 shares of face value of INR 10 (Indian Rupees
Ten only) each.
10.2 The Company has no outstanding partly paid-up Equity Shares or other convertible instruments
that may result in the issuance of Equity Shares by the Company. None of the Equity Shares are
subject to any lock-in requirements. The category-wise shareholding pattern of the Company as
on June 30, 2016 is as follows:
Category
Number of Shares
% of Total Number of Shares
As a % of (A+B)
(A) Shareholding of promoter and promoter group
i. Indian 25,550,000 22.93%
ii. Foreign 58,002,787 52.07%
Sub-total (A) 83,552,787 75.00%
(B) Non promoters
Institutional Investors
- Mutual Funds/UTI 300 0.00%#
- Foreign Portfolio Investors 1,117 0.00%#
- Financial Institutions/ Banks/NBFCs 403,882 0.36%
Non-Institutional Investors
- Employee Trusts 2,100 0.00%#
- Individuals
Holding nominal share capital up to Rs 2 lakh 4,186,421 3.76%
Holding nominal share capital in excess of Rs 2 lakh
1,270,104 1.14%
Others 21,987,005 19.74%
Sub-total (B) 27,850,929 25.00%
Total (A)+(B) 111,403,716 100.00%
# Negligible
10.3 The Acquirer, PACs and their directors do not directly hold any Equity Shares, as of the date of
the Public Announcement.
11. Likely post Delisting Offer shareholding pattern of the Company
The likely post-delisting shareholding pattern of the Company, assuming all the Offer Shares held by the Public Shareholders are acquired, is as set out below.
Shareholder Number of Equity Shares % of equity capital
Promoter and promoter group
- XML 58,002,787 52.07%
- XTSIPL 25,550,000 22.93%
- CSC India 27,850,929 25.00%
Total 111,403,716 100.00%
20
12. Determination of the Floor Price
12.1 This being a Delisting Offer under Regulation 5A of the SEBI (SAST) Regulations read with the
Delisting Regulations, the floor price for the Delisting Offer has been taken in accordance with
Regulation 15(2) of the Delisting Regulations read with Regulation 8 of the SEBI (SAST)
Regulations which is the offer price determined (and defined in the DPS) for the Open Offer.
12.2 The Equity Shares are listed on the Stock Exchanges and are not frequently traded, within the
meaning of Regulation 2(1)(j) of the SEBI (SAST) Regulations. The annualized trading turnover,
based on the trading volume in the Equity Shares on the Stock Exchanges during December 1,
2014 to November 30, 2015 (i.e. 12 (twelve) calendar months preceding the month in which
Open Offer Public Announcement is issued), is as set out below.
Stock Exchange
Number of Equity Shares traded during the 12
(twelve) calendar months prior to the month in which the Open Offer
Public Announcement is issued
Total number of listed Equity Shares during this period
Annualized trading turnover (as a % to total listed Equity
Shares)
NSE 3,174,294 111,403,716 2.8%
BSE 3,002,979 111,403,716 2.7%
12.3 The Floor Price of INR 39.23 (Indian Rupees Thirty Nine and Twenty Three Paise only) in
accordance with Regulation 8(12) of the SEBI (SAST) Regulations, per Equity Share is justified
in terms of Regulation 8(3) of the SEBI (SAST) Regulations, in view of the following:
(a)
Highest negotiated price per share, if any, of the company for
any acquisition under the agreement attracting the obligation to
make a public announcement of an open offer
Not Applicable
(b)
The volume-weighted average price paid or payable for any
acquisition, whether by the acquirer or by any person acting in
concert with him, during the 52 (fifty two) weeks immediately
preceding the earlier of, the date on which the Overseas Offer is
contracted, and the date on which the intention or the decision
to make the Overseas Offer is announced in the public domain
Not Applicable
(c)
Highest price paid or payable for any acquisition, whether by the
acquirer or by any person acting in concert with him, during the
26 (twenty six) weeks immediately preceding the earlier of, the
date on which the Overseas Offer is contracted, and the date on
which the intention or the decision to make the Overseas Offer
is announced in the public domain
Not Applicable
(d)
Highest price paid or payable for any acquisition, whether by the
acquirer or by any person acting in concert with him, between
the earlier of, the date on which the Overseas Offer is
contracted, and the date on which the intention or the decision
to make the Overseas Offer is announced in the public domain,
and the date of the public announcement of the open offer for
shares of the company made under these regulations
Not Applicable
(e)
Volume-weighted average market price of the shares for a
period of 60 (sixty) trading days immediately preceding the
earlier of, the date on which the Overseas Offer is contracted,
and the date on which the intention or the decision to make the
Overseas Offer is announced in the public domain, as traded on
the stock exchange where the maximum volume of trading in
the shares of the company are recorded during such period,
provided such shares are frequently traded
Not Applicable as
the Equity Shares
are not frequently
traded
21
(f)
Pricing based on other valuation parameters including book
value, comparable trading multiples and other such parameters
as are customary for valuation of shares of such companies)
under Sub-regulation (4) of Regulation 8 of SEBI (SAST)
Regulations
INR 39.23 Refer
paragraph 12.4
below
(g) Per Equity Share value, as required under regulation 8(5) of the
SEBI (SAST) Regulations Not Applicable
12.4 MZSK & Associates, Chartered Accountants (the “Accountants”), having its office at Level 9, The
Ruby, North West Wing, Senapati Bapat Road, Dadar (W), Mumbai 400028, India, Tel: +91 22
2439 3600, Fax: +91 22 2439 3700 (Rajesh Thakkar, Membership No: 103085) have confirmed,
by way of their certificate dated May 25, 2016, the Floor Price of INR 39.23 (Indian Rupees
Thirty Nine and Twenty Three Paise Only) per Equity Share is justified in terms of Regulation
15(2) of the Delisting Regulations read with Regulation 8 of the SEBI (SAST) Regulations.
12.5 There have been no corporate actions in the Company warranting adjustment of relevant price
parameters.
12.6 In view of the above and in accordance with Regulation 15(2) of the Delisting Regulations and
Regulation 8 of the SEBI (SAST) Regulations and as intimated by the Company to the Stock
Exchanges on June 1, 2016, the Acquirer and the PACs have, in consultation with the Manager
to the Offer, set the floor price at INR 39.23 (Indian Rupees Thirty Nine and Twenty Three Paise
Only) per Equity Share.
12.7 The Acquirer and the PACs shall not be bound to accept the Offer Shares at the price
determined by the book-building process in terms of Regulation 16(1) of the Delisting
Regulations.
12.8 The Public Shareholders may tender their Offer Shares at any time during the Bid Period (as
hereinafter defined) at any price at or above the Floor Price in accordance with the terms and
subject to the conditions set out herein.
13. Determination of Discovered Price and Exit Price
13.1 The Acquirer and the PACs propose to acquire the Offer Shares pursuant to a book-building
process through an acquisition window facility, i.e. separate acquisition window in the form of a
web based bidding platform provided by the BSE, in accordance with the stock exchange
mechanism (the “Acquisition Window Facility” as defined in SEBI Circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015).
13.2 All the Public Shareholders may tender their Offer Shares during the Bid Period as set out in
paragraph 22 of this Offer Letter.
13.3 The final offer price shall be determined in terms of the book-building process prescribed under
Schedule II read with the explanation to Regulation 17 of the Delisting Regulations. In
accordance with such book-building process, the final offer price shall be determined as the
price at which the Offer Shares accepted through eligible Bids results in the shareholding of the
Acquirer, PACs, promoter and the promoter group reaching 90% (ninety per cent.) of the equity
share capital of the Company (“Discovered Price”).
13.4 The Acquirer and the PACs are under no obligation to accept the Discovered Price. The Acquirer
and the PACs may at their sole discretion acquire the Offer Shares subject to the conditions
mentioned in paragraph 14 at a price equivalent to or higher than the Discovered Price. Such
price at which the Delisting Offer is accepted by the Acquirer and the PACs (being equivalent or
not less than the Discovered Price) is referred to in this Offer Letter as the “Exit Price”.
22
13.5 The Acquirer and the PACs shall announce the Discovered Price and their decision to accept or
reject the Discovered Price. If the Discovered Price is accepted, the Acquirer and PACs shall
also announce the Exit Price, in the same newspapers in which the Public Announcement was
published, in accordance with the activity schedule set out in paragraph 22.
13.6 Once the Acquirer and the PACs announce the Exit Price, the Acquirer and the PACs will
acquire, subject to the terms and conditions of the Public Announcement and this Offer Letter
(including but not limited to fulfillment of the conditions mentioned in paragraph 14 below) all the
Offer Shares validly tendered at a price up to and equal to the Exit Price for each Offer Share
validly tendered.
13.7 In the event the Acquirer and the PACs do not accept the Discovered Price under Regulation 16
of the Delisting Regulations or there is a failure of the Delisting Offer in terms of Regulation 17 of
the Delisting Regulations:
i. The Acquirer and the PACs, through the Manager to the Offer, shall within 2 (two) working
days, announce such rejection of the Discovered Price or the failure of the Delisting Offer
and make an announcement in all the newspapers in which the DPS has been published
in terms of Regulation 5A(2) of the SEBI (SAST) Regulations and within 5 (five) working
days in the newspapers in which the Public Announcement was published in terms of
Regulation 18(ii) of the Delisting Regulations (see paragraph 1.10 of this Offer Letter).
ii. No final application shall be made to the Stock Exchanges for delisting of the Equity
Shares in terms of Regulation 19(2)(b) of the Delisting Regulations.
iii. The Acquirer and the PACs through the Manager to the Offer, shall within five working
days from the date of the announcement of the failure of the Delisting Offer as mentioned
in paragraph 13.7 (ii) above, file a draft letter of offer for the Open Offer with SEBI, in
accordance with Regulation 5A(3) read with Regulation 16(1) of the SEBI (SAST)
Regulations and enhance the offer price by an amount equal to a sum determined at the
rate of 10% (ten per cent.) per annum for the period between the scheduled date of
payment of consideration (i.e. July 25, 2016) and the actual date of payment of
consideration to the Public Shareholders in terms of the proviso to Regulation 5A(3) of the
SEBI (SAST) Regulations, and comply with all other applicable provisions of the SEBI
(SAST) Regulations.
iv. Public Shareholders who have tendered their Offer Shares in acceptance of the
Delisting Offer made shall be entitled to withdraw such tendered Offer Shares within
10 (ten) working days from the date of announcement of failure of Delisting Offer as
mentioned in paragraph 13.7 (ii), in terms of Regulation 5A(5) of the SEBI (SAST)
Regulations. In the event that a Public Shareholder of the Company does not
withdraw the Offer Shares within this 10 (ten) working day period, the Acquirer and
the PACs shall not be required to return such Offer Shares to the Public
Shareholders in terms of the proviso to Regulation 19(2)(a) of the Delisting
Regulations. The Offer Shares that are not withdrawn within the 10 (ten) day period
will be transferred to the designated Open Offer special account of the clearing
corporation specifically created for the tendering process of the Open Offer and
such Offer Shares shall not be available for withdrawal post September 22, 2016.
The settlement of such Offer Shares shall be done along with the shares tendered
during the Open Offer. Accordingly, any payment or return of the unaccepted Offer
Shares shall be completed by September 22, 2016.
v. The Public Shareholders of the Company who have not tendered their Offer Shares in the
Delisting Offer shall be entitled to tender their Offer Shares in the Open Offer in terms of
Regulation 5A(6) of the SEBI (SAST) Regulations. All Public Shareholders can tender
Shares during the Bid Period as set out in Paragraph 13 of this Offer Letter.
23
14. Conditions to the Delisting Offer
The acquisition of the Offer Shares by the Acquirer and the PACs is conditional upon:
14.1. The Acquirer and the PACs either accepting the Discovered Price or offering an Exit Price not
less than the Discovered Price and a minimum number of 16,710,558 Offer Shares or such other
higher number of Offer Shares being validly tendered and accepted at or below the Exit Price so
as to cause the cumulative number of Equity Shares held by the Acquirer, PACs and the
promoter and the promoter group of the Company as on date of the Public Announcement
(taken together with the Offer Shares acquired through the Acquisition Window Facility) to be
equal to or in excess of 100,263,345 Equity Shares constituting 90% (ninety per cent.) of the
total share capital of the Company.
14.2. A minimum of 25% (twenty five per cent.) of the Public Shareholders holding Offer Shares in
dematerialized form as on date of the meeting of the Board approving the Delisting Offer (i.e.
June 6, 2016), must participate in the book building process, in accordance with Regulation
17(b) of the Delisting Regulations; provided that if the Acquirer and the PACs along with the
Manager to the Offer demonstrate to the Stock Exchanges that they have delivered this Offer
Letter to all the Public Shareholders either through registered post or speed post or courier or
hand delivery with proof of delivery or through email or as an attachment to an email or as a
notification providing an electronic link or uniform resource locator including a read receipt
(referred to as the “LoF Delivery Requirement”), then the mandatory participation of the
aforementioned number of Public Shareholders is not applicable. In terms of the Delisting FAQs,
SEBI has clarified that the LoF Delivery Requirement provided in the proviso to Regulation 17(b)
of the Delisting Regulations is deemed to have been complied with if the acquirer or merchant
banker dispatches the letter of offer to all of the public shareholders of the company by
registered post or speed post through the Indian Post and is able to provide a detailed account
regarding the status of delivery of the letters of offer (whether delivered or not) sent through India
Post.
14.3. The Acquirer and the PACs obtaining all statutory approvals, as stated in paragraph 23 of this
Offer Letter.
14.4. There being no amendments to the Delisting Regulations or other applicable laws or regulations
or conditions imposed by any regulatory / statutory authority / body or order from a court or
competent authority which would in the sole opinion of the Acquirer and the PACs, prejudice the
Acquirer and the PACs from proceeding with the Delisting Offer.
15. Disclosure regarding the minimum acceptance condition for success of the Delisting Offer
15.1 In accordance with Regulation 17 of the Delisting Regulations, the Delisting Offer shall be
deemed to be successful if:
i. After the Delisting Offer, the number of Equity Shares held cumulatively by the Acquirer,
PACs, promoter and promoter group, taken together with the Offer Shares accepted in the
book-building process through the Acquisition Window Facility through eligible bids
(“Bids”) at or below the Exit Price, equals or exceeds 100,263,345 Equity Shares or such
higher number of Equity Shares (in the event of allotment of Equity Shares post vesting of
further stock options and prior to closure of Bid Period (i.e. on the Bid Closing Date)
constituting 90% (ninety per cent.) of the total share capital of the Company; and
ii. At least 25% (twenty five per cent.) of the Public Shareholders holding Offer Shares in
dematerialized form as on date of the meeting of the Board approving the Delisting Offer
(i.e. June 6, 2016, 2016), participate in the book building if the LoF Delivery Requirement
is not fulfilled or complied with. The LoF Delivery Requirement will be deemed to have
been fulfilled and complied with if the Acquirer, the PACs or the Manager dispatches this
Offer Letter to all the Public Shareholders by registered post or speed post through India
Post and is able to provide a detailed account regarding the status of delivery of the said
Offer Letter(s) (whether delivered or not) sent through India Post.
24
16. Acquisition Window Facility
16.1 Pursuant to Regulation 13(1A) of the Delisting Regulations, the Acquirer and the PACs are
required to facilitate tendering of the Offer Shares by the Public Shareholders of the Company
and the settlement of the same, through the stock exchange mechanism provided by SEBI. SEBI
has set out the procedure for tendering and settlement of Offer Shares through the stock
exchanges (the “Stock Exchange Mechanism”) in its circular dated April 13, 2015 on
‘Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under
Takeovers, Buy Back and Delisting’ (the “SEBI Circular”). Further, it provides that the stock
exchanges shall take necessary steps and put in place the necessary infrastructure and systems
for implementation of the Stock Exchange Mechanism and to ensure compliance with the
requirements of the SEBI Circular. Pursuant to the SEBI Circular, the Stock Exchanges have
issued guidelines detailing the mechanism for acquisition of shares through stock exchange. In
view of the foregoing, the Acquirer and the PACs have chosen the Acquisition Window Facility
provided by the BSE and have chosen the BSE as the designated stock exchange (“Designated
Stock Exchange”).
16.2 The cumulative quantity of Offer Shares tendered shall be displayed on the website of the
Designated Stock Exchange at specific intervals during the Bid Period.
17. Dates of opening and closing of Bid Period
17.1 The period during which the Public Shareholders may tender their Offer Shares to the Acquirer
and the PACs in the book-building process through Acquisition Window Facility (“Bid Period”)
shall commence on August 19, 2016 (the “Bid Opening Date”) and close on August 25, 2016
(the “Bid Closing Date”). At the beginning of the Bid Period, the order for buying the required
number of Offer Shares shall be placed by CSC India through the Buyer Broker.
17.2 The placing of orders in the Acquisition Window Facility shall be in accordance with the trading
hours of the secondary market. During the Bid Period, orders for selling the Offer Shares will
only be placed by eligible Public Shareholders on or before the Bid Closing Date through their
respective stock brokers who must be registered with the BSE (“Seller Members”). Thus, the
Public Shareholders should not send their Bids to the Company, Acquirer, PACs, Existing
Xchanging Shareholders, Manager to the Offer or the Registrar to the Offer. The Acquirer and
the PACs will inform the Public Shareholders by issuing a corrigendum to the Public
Announcement and/or Offer Letter, if there are any changes in the Bid Period.
17.3 Bids received by a Seller Member from the relevant Public Shareholder(s) need to be uploaded
in the Acquisition Window Facility on or before the Bid Closing Date in order for such Public
Shareholder(s) to be eligible to participate in the Delisting Offer. Only valid and successful Bids
tendered through the Acquisition Window Facility shall be considered by the Acquirer and the
PACs for the purpose of acquisition under the Delisting Offer.
18. Process and Methodology for Bidding
18.1 This Offer Letter (along with necessary forms and instructions) is dispatched to the Public
Shareholders by the Acquirer and the PACs whose names appear on the register of members of
the Company and to the owner of the Equity Shares whose names appear as beneficiaries on
the records of the respective depositories at the close of business hours on July 29, 2016
(“Specified Date”).
18.2 For further details on the schedule of activities, please refer to page 3 or paragraph 22 of this
Offer Letter.
18.3 In the event of an accidental omission to dispatch the Offer Letter or non-receipt of the Offer
Letter by any Public Shareholder, such Public Shareholders may obtain a copy of the Offer
Letter by writing to the Registrar to the Offer at their address given in paragraph 27, clearly
marking the envelope “Xchanging Solutions Limited – Delisting Offer”. Alternatively, the
25
Public Shareholders may obtain copies of the Offer Letter from the website of the BSE,
www.bseindia.com, or, from the website of the Registrar to the Offer, at www.karvy.com
respectively.
18.4 The Delisting Offer is open to all Public Shareholders of the Company holding Equity Shares
either in physical and/or dematerialized form.
18.5 During the Bid Period, Bids will be placed through the Acquisition Window Facility by the Public
Shareholders through their Seller Members during normal trading hours of the secondary
market. The Seller Members can enter orders for Equity Shares in dematerialized form as well
as physical shares.
18.6 Procedure to be followed by Public Shareholders holding Offer Shares in dematerialized
form
a. Public Shareholders who desire to tender their Offer Shares in the electronic form under
the Delisting Offer would have to do so through their respective Seller Member by
indicating the details of the Offer Shares they intend to tender under the Delisting Offer.
Thus, as already stated above, Public Shareholders should not send Bids to the Company,
Acquirer, PACs, Existing Xchanging Shareholders, Manager to the Offer or the Registrar
to the Offer.
b. After the Bids have been placed by the Public Shareholders, the Bids will be transferred to
the respective Seller Member’s pool account, who will in-turn tender the Offer Shares to
the early pay-in mechanism of the Clearing Corporation of India Limited (“Clearing
Corporation”).
c. The details of settlement number shall be informed in the issue opening circular that will
be issued by BSE/Clearing Corporation before the Bid Opening Date.
d. For custodian participant orders for Equity Shares in dematerialized form, early pay-in is
mandatory prior to confirmation of the relevant order by the custodian. The custodian shall
either confirm or reject the orders not later than the closing of trading hours on the last day
of the Bid Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For
all confirmed custodian participant orders, any modification to an order shall be deemed to
revoke the custodian confirmation relating to such order and the revised order shall be
sent to the custodian again for confirmation.
e. Upon placing the Bid, a Seller Member shall provide a Transaction Registration Slip
(“TRS”) generated by the exchange bidding system to the Public Shareholder. The TRS
will contain the details of the order submitted such as Bid ID No., DP ID, Client ID, No. of
Equity Shares tendered and price at which the Bid was placed.
f. The Clearing Corporation will hold in trust the Offer Shares until the Acquirer and the
PACs complete their obligations under the Delisting Offer in accordance with the Delisting
Regulations.
18.7 Procedure to be followed by Public Shareholders holding Offer Shares in physical form
a. Public Shareholders who hold Offer Shares in physical form and intend to participate in the
Delisting Offer will be required to do so through their respective Seller Member or the
Buyer Broker. The Buyer Broker shall charge a brokerage fee of 1% (exclusive of all
statutory charges as applicable) upon successful execution of the transaction and such
charge shall be deducted from the payment of consideration received from the Acquirer
and the PACs. This consideration would be paid to the holders of shares in physical form
after receipt of consideration from the Acquirer and PACs, which in no event shall be later
than 7 (seven) days of receipt of consideration from the Acquirer and the PACs. Public
Shareholders holding Offer Shares in physical form and intending to participate in the
26
Delisting Offer should approach their Seller Member or the Buyer Broker along with the
following complete set of documents to allow for verification procedures to be carried out:
i. Original share certificate(s);
ii. Valid share transfer form(s) duly filled and signed by the transferors (i.e. by all
registered shareholders in the same order and as per the specimen signatures
registered with the Company) and duly witnessed at the appropriate place
authorizing the transfer. Attestation, where required, (thumb impressions, signature
difference, etc.) should be done by a magistrate/notary public/bank manager under
their official seal;
iii. Self-attested PAN card copy (in case of joint holders, PAN card copy of all
transferors);
iv. Bid form duly signed (by all Public Shareholders in cases where Offer Shares are
held in joint names) in the same order in which they hold the Offer Shares;
v. Any other relevant documents such as power of attorney, corporate authorization
(including board resolution/ specimen signature), notarized copy of death certificate
and succession certificate or probated will, if the original shareholder has deceased,
etc., as applicable. In addition, if the address of the Public Shareholder has
undergone a change from the address registered in the register of members of the
Company, the Public Shareholder would be required to submit a self-attested copy
of proof of address consisting of any one of the following documents: valid Aadhar
Card, Voter Identity Card or Passport.
vi. Declaration by joint holders consenting to tender Offer Shares in the Delisting Offer,
if applicable, and
vii. FATCA and CRS forms for individual / Non individual shareholders.
b. Upon placing the Bid, the Seller Member shall provide a TRS generated by the exchange
bidding system to the Public Shareholder. The TRS will contain the details of the order
submitted such as Folio No., Certificate No., Distinctive No., No. of Offer Shares tendered
and the price at which the Bid was placed.
c. The Seller Member/Public Shareholder should ensure the documents as mentioned in this
paragraph 18.7 are delivered along with TRS either by registered post or courier or by
hand delivery to the Registrar to the Offer (at the address mentioned at paragraph 27)
within 2 (two) days of bidding by the Seller Member. The envelope should be marked as
“Xchanging Solutions Limited - Delisting Offer”.
d. Public Shareholders holding Offer Shares in physical form should note that the Offer
Shares will not be accepted unless the complete set of documents is submitted.
Acceptance of the Offer Shares by the Acquirer and the PACs shall be subject to
verification of documents. The Registrar to the Offer will verify such Bids based on the
documents submitted on a daily basis and until such time as the BSE shall display such
Bids as ‘unconfirmed physical bids’. Once, the Registrar to the Offer confirms the Bids it
will be treated as ‘Confirmed Bids’. Bids of Public Shareholders whose original share
certificate(s) and other documents (as mentioned in Paragraph 18.7 (a) above) along with
TRS are not received by the Registrar to the Offer two days after the Bid Closing date
shall liable to be rejected.
e. The Registrar to the Offer will hold in trust the share certificate(s) and other documents (as
mentioned in Paragraph 18.7 (a) above) until the Acquirer and the PACs complete their
obligations under the Delisting Offer in accordance with the Delisting Regulations.
27
18.8 Public Shareholders, who have tendered their Offer Shares by submitting Bids pursuant to the
terms of the Public Announcement and the Offer Letter, may withdraw or revise their Bids
upwards not later than 1 (one) day before the Bid Closing Date. Downward revision of Bids shall
not be permitted. Any such request for revision or withdrawal of the Bids should be made by the
Public Shareholder through their respective Seller Member, through whom the original Bid was
placed, not later than 1 (one) day before the Bid Closing Date. Any such request for revision or
withdrawal of Bids received after normal trading hours of the secondary market 1 (one) day
before the Bid Closing Date will not be accepted. Any such request for withdrawal or upward
revision should not be made to the Company, Acquirer, PACs, Registrar to the Offer or Manager
to the Offer.
18.9 The cumulative quantity tendered shall be made available on BSE’s website –
www.bseindia.com throughout the trading session and will be updated at specific intervals during
the Bid Period.
18.10 The Offer Shares to be acquired under the Delisting Offer are to be acquired free from all liens,
charges, and encumbrances and together with all rights attached thereto. Offer Shares that are
subject to any lien, charge or encumbrances are liable to be rejected.
18.11 Public Shareholders holding Offer Shares under multiple folios are eligible to participate in the
Delisting Offer.
19. Method of Settlement
Upon finalization of the basis of acceptance as per the Delisting Regulations:
19.1 The settlement of trades shall be carried out in the manner similar to settlement of trades in the
secondary market.
19.2 CSC India (on behalf of the Acquirer and the other PACs) shall pay the consideration payable
towards purchase of the Offer Shares to the Buyer Broker on or before the pay-in date for
settlement. The Buyer Broker shall transfer the funds to the Clearing Corporation, which shall be
released to the respective Seller Member(s)/ custodian participants as per the secondary market
payout in their settlement bank account. The Seller Member(s)/custodian participants shall
subsequently pay the consideration to their respective clients (i.e. the relevant Public
Shareholder(s)).
19.3 The Offer Shares acquired in dematerialized form would either be transferred directly to the
account of CSC India provided it is indicated by the Buyer Broker or it will be transferred by the
Buyer Broker to the account of CSC India on receipt of the Offer Shares pursuant to the clearing
and settlement mechanism of the Designated Stock Exchange. Offer Shares acquired in
physical form will be transferred directly to CSC India by the Registrar to the Offer.
19.4 In case of rejected demat Offer Shares, if any, tendered by the Public Shareholders, the same
would be returned to the respective Seller Member by the Clearing Corporation in payout. The
Seller Member/custodian participants would return these unaccepted Offer Shares to their
respective clients (i.e. the relevant Public Shareholder(s)) on whose behalf the Bids have been
placed. Offer Shares tendered in physical form will be returned to the respective Public
Shareholders directly by Registrar to the Offer.
19.5 The Seller Member would issue a contract note and pay the consideration to the respective
Public Shareholder whose Offer Shares are accepted under the Delisting Offer. The Buyer
Broker would also issue a contract note to CSC India for the Offer Shares accepted under the
Delisting Offer.
19.6 Public Shareholders who intend to participate in the Delisting Offer should consult their
respective Seller Member for payment to them of any cost, charges and expenses (including
brokerage) that may be levied by the Seller Member upon the Public Shareholders for tendering
28
their Offer Shares in the Delisting Offer (secondary market transaction). The consideration
received by the Public Shareholders from their respective Seller Member, in respect of accepted
Offer Shares, could be net of such costs, charges and expenses (including brokerage) and the
Acquirer, PACs, Company, Buyer Broker, Registrar to the Offer or Manager to the Offer accept
no responsibility to bear or pay such additional cost, charges and expenses (including brokerage
fee).
20. Period for which Delisting Offer will be valid
The Public Shareholders may submit their Bids to the Seller Member during the Bid Period.
Additionally, once the Equity Shares have been delisted from the Stock Exchanges, the Public
Shareholders whose Offer Shares have not been acquired by the Acquirer and PACs may offer their
Offer Shares for sale to the Acquirer and PACs at the Exit Price for a period of one year following the
date of the delisting of the Equity Shares from the Stock Exchanges (“Exit Window”). A separate offer
letter in this regard will be sent to these remaining Public Shareholders. Such Public Shareholders may
tender their Offer Shares by submitting the required documents to the Registrar to the Offer during the
Exit Window.
21. Details of Escrow Account
21.1 The estimated consideration payable under the Delisting Regulations, being the Floor Price
(determined in accordance with Regulation 15(2) of the Delisting Regulations read with
Regulation 8 of the SEBI (SAST) Regulations) of INR 39.23 (Indian Rupees Thirty Nine and
Twenty Three paise only) per Equity Share multiplied by the number of Equity Shares
outstanding with the Public Shareholders (i.e. 27,850,929 equity shares), is INR
1,092,591,944.67 (Rupees One Billion, Ninety Two Million, Five Hundred Ninety One, Nine
Hundred Forty Four and Sixty Seven paise only).
21.2 In accordance with the Delisting Regulations, CSC India (on behalf of the Acquirer and other
PACs) has opened a “Cash Escrow Account” in the name and style as “Escrow Account –
Xchanging Solutions” and bearing Account No. 8511751152 (“Escrow Account”) with Kotak
Mahindra Bank Limited (acting through its office at 5 C / II, Mittal Court, 224, Nariman Point,
Mumbai – 400 021, India (“Escrow Bank”), and has made a cash deposit of INR
1,092,591,944.67 (Indian Rupees One Billion, Ninety Two Million, Five Hundred Ninety One,
Nine Hundred Forty Four and Sixty Seven Paise only) (“Escrow Amount”) in the Escrow
Account in accordance with Regulation 11 of the Delisting Regulations read with Regulation
17(1) of the SEBI (SAST) Regulations, which represents 100% (one hundred per cent.) of the
estimated consideration payable in paragraph 21.1 above. The cash deposit has been confirmed
by way of confirmation letters dated May 5, 2016 and May 6, 2016 issued by the Escrow Bank.
21.3 The Manager to the Offer has been solely authorized by the Acquirer and the PACs to operate
and realize the value of Escrow Account in terms of Regulation 11(4) of the Delisting
Regulations.
21.4 If the Acquirer and the PACs accept the Discovered Price or offer an Exit Price under the
Delisting Regulations, the Acquirer and the PACs shall forthwith deposit in the Escrow Account
such additional sum as may be sufficient to make up the entire sum due and payable as
consideration in respect of the Offer Shares in compliance with Regulation 11(2) of the Delisting
Regulations. The Acquirer and the PACs along with the Manager to the Offer will instruct the
Escrow Bank to open a special account (“Special Account”), which shall be used for payment to
the Public Shareholders who have tendered their Offer Shares in the Delisting Offer.
21.5 The source of funds to meet the Acquirer and PACs’ obligations under this Delisting Offer is
foreign funds and/ or internal accruals.
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22. Proposed Schedule
For the process of the Delisting Offer, the tentative schedule of activity will be as set out below.
Activity Date and Day
Publication of public announcement for the Delisting Offer August 08, 2016 (Monday)
Dispatch of Offer Letter to the Public Shareholders August 10, 2016 (Wednesday)
Bid opening date (10.00 a.m.) August 19, 2016 (Friday)
Bid closing date (3.00 p.m.) August 25, 2016 (Thursday)
Announcement of Discovered Price/Exit Price and the Acquirer and PACs’ acceptance or non-acceptance of such Discovered Price/Exit Price
September 01, 2016 (Thursday)
Final date of payment of consideration* September 09, 2016 (Friday)
Return of Offer Shares to Public Shareholders in case of rejection of Bids
September 09, 2016 (Friday)
* Subject to acceptance of the Discovered Price or offer of an Exit Price higher or equal to the Discovered Price by the Acquirer and the PACs
Note: All dates are subject to change and depend on inter alia obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of corrigendum in all the newspapers in which the Public Announcement has been published.
Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom Offer Letter will be sent. However, all Public Shareholders (registered or unregistered) of Offer Shares are eligible to participate in the Delisting Offer at any time on or before the Bid Closing Date.
Last date of payment is subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer and the PACs.
In case the Delisting Offer is not successful in accordance with Regulations 5A(2)(ii) or 5A(2)(iii) of the SEBI (SAST) Regulations, the tentative schedule of activity for the Open Offer will be as set out below.
Activity Date and Day
Announcement of non-acceptance of discovered price/failure September 01, 2016
(Thursday)
Announcement of failure of Delisting Offer and update on Open Offer September 06, 2016
(Tuesday)
Date of commencement of period for withdrawal of Offer Shares tendered in Delisting Offer
September 07, 2016 (Wednesday)
Date of expiry of period for withdrawal of Offer Shares tendered in the Delisting Offer
September 22, 2016 (Thursday)
Last date for filing of the Open Offer draft Letter of Offer with SEBI September 14, 2016
(Wednesday)
Last date for SEBI observations on Open Offer draft Letter of Offer (in the event SEBI has not sought clarifications or additional information from the Manager)
October 05, 2016 (Wednesday)
Identified Date* October 07, 2016 (Friday)
Last date for dispatch of Open Offer letter of offer to the Public Shareholders
October 18, 2016 (Tuesday)
Last date for revising the offer price/ offer size October 20, 2016 (Thursday)
Last date by which the committee of the independent directors of the Company shall give its recommendation
October 21, 2016 (Friday)
Date of publication of the Open Offer opening announcement October 24, 2016 (Monday)
Date of commencement of tendering period (Open Offer opening date) October 25, 2016 (Tuesday)
Date of expiry of tendering period (Open Offer closing date) November 08, 2016 (Tuesday)
Last day of payment to the Public Shareholders whose Offer Shares have been accepted in the Open Offer
November 23, 2016 (Wednesday)
Last date for publication of post-Open Offer announcement November 30, 2016
(Wednesday)
Last date for submission of the final report with SEBI November 30, 2016
(Wednesday) * The Identified Date is only for the purpose of determining the Public Shareholders as on such date to whom the letter of offer would be mailed. It is clarified that all the Public Shareholders of the Company (registered or unregistered) are eligible to participate in the Open Offer at any time prior to the closure of the tendering period.
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23. Statutory Approvals
23.1 The Public Shareholders of the Company have accorded their consent with requisite majority by
way of a special resolution (through postal ballot) in terms of Regulation 8(1)(b) and the proviso
to Regulation 8(1)(b) of the Delisting Regulations, the result of which was declared on July 27,
2016 and made available on the websites of the Stock Exchanges on July 27, 2016.
23.2 BSE and NSE have given their in-principle approvals pursuant to letters dated August 5, 2016
and August 5, 2016, respectively.
23.3 To the best of the Acquirer and the PACs’ knowledge, as on the date of the Public
Announcement, there are no statutory or regulatory approvals required to acquire the Offer
Shares and to implement the Delisting Offer. If any statutory or regulatory approvals become
applicable, the acquisition of the Offer Shares by the Acquirer and the PACs and the Delisting
Offer will be subject to receipt of such statutory or regulatory approvals.
23.4 The Acquirer and the PACs reserve the right not to proceed with the Delisting Offer in the event
that any of the statutory or regulatory approvals, if required, are not obtained or conditions which
the Acquirer and the PACs consider in their sole discretion to be onerous are imposed in respect
of such approvals.
23.5 It shall be the responsibility of the Public Shareholders to obtain any requisite approvals
(including corporate, statutory or regulatory approvals), prior to tendering of the Offer Shares in
the Delisting Offer. The Acquirer and the PACs assume no responsibility for the same. The
Public Shareholders should attach a copy of any such approval to the bid form, wherever
applicable. On receipt of the Offer Shares in the Acquisition Window Facility, the Acquirer and
PACs shall only assume that the eligible Public Shareholders have submitted their Bids once
applicable approvals (if any) have been obtained.
23.6 If the holders of the Offer Shares who are not persons resident in India (including NRIs, OCBs
and FIIs) had required any approvals (including from the RBI, the FIPB or any other regulatory
body) in respect of the Equity Shares held by them, they will be required to submit such previous
approvals, that they would have obtained for holding the Offer Shares, to tender the Offer
Shares held by them in this Delisting Offer, along with the other documents required to be
tendered to accept this Delisting Offer. In the event such approvals are not submitted, the
Acquirer and the PACs reserve the right to reject such Offer Shares tendered in this Delisting
Offer.
23.7 In the event that receipt of the requisite statutory and regulatory approvals are delayed, the
Acquirer and the PACs may, with such permission as may be required, make changes to the
proposed timetable or may delay the Delisting Offer and any such change shall be intimated by
the Acquirer and the PACs by issuing an appropriate corrigendum in all the newspapers in which
the Public Announcement has appeared.
24. Taxation
Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. Any capital gain realized on the sale of listed equity
shares on a stock exchange held for more than 12 months will not be subject to capital gains tax in
India if securities transaction tax (“STT”) has been paid on the transaction. STT will be levied on and
collected by a domestic stock exchange on which the equity shares are sold.
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR TAX TREATMENT
ARISING OUT OF THE DELISTING OFFER AND FOR ADVICE ON THE APPROPRIATE COURSE
OF ACTION THAT THEY SHOULD TAKE. THE ACQUIRER AND THE PACs DO NOT ACCEPT
NOR HOLD ANY RESPONSIBILITY FOR ANY TAX LIABILITY ARISING TO ANY SHAREHOLDER
AS A REASON OF THIS DELISTING OFFER
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25. Certification by the Board
The Board hereby certifies that:
25.1 The Company has not raised any funds by issuance of securities during the last 5 (five) years
preceding the date of the Public Announcement.
25.2 All material information which is required to be disclosed under the provisions of the continuous
listing requirements under the relevant equity listing agreement entered into between the
Company and the Stock Exchanges and/or the Listing Regulations have been disclosed to the
Stock Exchanges.
25.3 The Company is in compliance with the applicable provisions of securities laws.
25.4 The Acquirer, the PACs, the promoter or the promoter group of the Company or any of their
related entities have not carried out any transaction(s) during the past 5 (five) years to facilitate
the success of the Delisting Offer which are not in compliance with the provisions of Regulation
4(5) of the Delisting Regulations.
25.5 The Delisting Offer is in the interest of the Public Shareholders as stated in the Intent Letter.
26. Compliance Officer of the Company
Mr. Mayank Jain
Company Secretary
Xchanging Solutions Limited
Tel: +91-8030540000; Fax: +91-8041157394
Email: [email protected]
27. Registrar to the Offer
Karvy Computershare Private Limited
Karvy Selenimum Tower B, Plot Number 31 and 3
Financial District, Gachibowli Nanakrumguda
Hyderabad – 500 032
Tel: +91 40 6716 2222; Fax: +91 40 2343 1551
Email: [email protected]
Contact Person: M. Murali Krishna/ Williams R
28. General Disclaimers
Any Public Shareholders who desire to tender their Offer Shares pursuant to the Delisting Offer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Acquirer, the PACs, the Manager to the Offer or the Company whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such Delisting Offer and tender of Offer Shares through the book building process whether by reason of anything stated or omitted to be stated in the Public Announcement or herein, or any other reason whatsoever.
32
29. Manager to the Offer
Kotak Mahindra Capital Company Limited
27 BKC, 1st Floor, Plot No.C-27, "G" Block
Bandra Kurla Complex Bandra (East)
Mumbai – 400 051
Tel : +91 22 4336 0128
Fax: +91 22 6713 2446
Email: [email protected]
Contact Person: Mr. Ganesh Rane
CSC Computer Sciences International Operations Limited
Computer Sciences Corporation
Address: Royal Pavillion, Wellesley Road Aldershot, Hampshire, GU11 1PZ United Kingdom
Address: 6100 Neil Road, Suite 500, Reno, Nevada 89511 United States
Sd/- Name: H.C. Charles Diao Designation: Authorised Signatory
Sd/- Name: H.C. Charles Diao Designation: Authorised Signatory
Sd/- Name: William Deckelman Designation: Authorised Signatory
Sd/- Name: William Deckelman Designation: Authorised Signatory
Computer Sciences Corporation India Private Limited
CSC Technologies India Private Limited
Address: 7th Floor, Block 1B, DLF IT Park, Sivaji Garden, Chennai – 600089, Tamil Nadu
Address: Level 2, Agnitio Tech Park, 141, Kandanchavadi, Near Perungudi, OMR, Chennai – 600 096, Tamil Nadu
Sd/- Name: Sreekanth Arimanithaya Krishnan Designation: Managing Director
Sd/- Name: Sreekanth Arimanithaya Krishnan Designation: Director
Sd/- Name: V Srinivasa Raghavan Designation: Director
Sd/- Name: V Srinivasa Raghavan Designation: Director
Sd/- Name: S Swaminathan Designation: Company Secretary
Sd/- Name: Sailaja Balasubramaniyan Designation: Company Secretary
Date: August 8, 2016
Place: Mumbai
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Please read this document along with the public announcement published on August 8, 2016 (“Public Announcement” / “PA”) and the offer letter dated August 8, 2016 (“Offer Letter”) issued by CSC Computer Sciences International Operations Limited (“Acquirer”) along with Computer Sciences Corporation (“CSC”), CSC Technologies India Private Limited (“CSC India”) and Computer Sciences Corporation India Private Limited (“CSC IPL”) (CSC, CSC India and CSC IPL are collectively referred to as “PACs”), in their capacity as the persons acting in concert with the Acquirer. You are requested to read the “Operational Guidelines for Offer to Buy (OTB) Window” issued by BSE Limited in relation to stock exchange trade mechanism recently introduced by SEBI pursuant to its circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, “Mechanism for acquisition of shares through Stock Exchange”. The terms and conditions of the PA and the Offer Letter are deemed to have been incorporated in and form part of this document. If there is any conflict between the provisions of this Bid Form and the PA / Offer Letter, the provisions of the PA / Offer Letter shall prevail.
BID FORM
For tender of equity shares of INR 10 each of Xchanging Solutions Limited (“Company”) pursuant to the Delisting Offer by the Acquirer and the PACs
Unless the context otherwise requires, capitalized expressions in this Bid Form have the same meanings as defined in the Offer Letter.
DELISTING OFFER
Bid Opening Date Friday August 19, 2016
Normal trading hours of secondary market
Last Date for Revision (upwards) or Withdrawal
Wednesday August 24, 2016
Normal trading hours of secondary market
Bid Closing Date Thursday August 25, 2016
Normal trading hours of secondary market
Floor Price Rs. 39.23 (Indian Rupees Thirty Nine and Paise Twenty Three only)
Discovered Price The price at which the shareholding of the Acquirer, PACs and Promoter Group of the Company reaches 90% of the share capital of the Company pursuant to the book building process in accordance with Regulation 17 of the Delisting Regulations.
Exit Price Discovered Price or the price higher than Discovered Price that is accepted by the Acquirer and the PACs
BID CUM ACCEPTANCE FORM / BID FORM
In respect of equity shares of face value of INR 10 each of XCHANGING SOLUTIONS LIMITED
pursuant to the Delisting Offer by the Acquirer and the PACs (To be filled in by the Seller Member(s))
Name of Seller Member
Address of Seller Member
UCC
Application Number Date
Dear Sir(s),
Sub: Delisting Offer to acquire the Offer Shares by the Acquirer and PACs in accordance with the Delisting Regulations.
1. I/We, having read and understood the terms and conditions set out below, in the PA and in the Offer Letter, hereby tender my/ our Offer Shares in response to the Delisting Offer.
2. I/We understand that the Seller Member to whom this Bid Form is sent, is authorized to tender the Offer Shares on my/our behalf and the Offer Shares tendered under the Offer, shall be held in trust by the Registrar to the Offer until the time of the dispatch of payment of consideration calculated at the Discovered Price/ Exit Price (as applicable) and/or the unaccepted Offer Shares are returned.
3. I/We hereby undertake the responsibility for the Bid Form and the Offer Shares tendered under the Delisting Offer and I/we hereby confirm that the Acquirer, PACs, Promoters, Company, Managers to the Offer and the Registrar to the Offer shall not be liable for any delay/loss in transit resulting in delayed receipt or non-receipt of the Bid Form along with all requisite documents, by the Seller Member, due to inaccurate/incomplete particulars/ instructions or any reason whatsoever.
4. I/We understand that this Bid is in accordance with the Delisting Regulations and all other applicable laws, by way of book building process and that the Acquirer and PACs are not bound to accept the Discovered Price.
2
5. I/We also understand that the payment of consideration will be done by the Acquirer and the PACs after due verification of Bids, documents and signatures.
6. I/We hereby confirm that I/we have never sold or parted/dealt with in any manner with the Offer Shares tendered under the Delisting Offer and these Offer Shares are free from any lien, equitable interest, charges & encumbrances, whatsoever.
7. I/We hereby declare that there are no restraints/injunctions, or other orders of any nature which limits/restricts my/our rights to tender these Offer Shares and I/we are the absolute and only owner of these Offer Shares and are legally entitled to tender the Offer Shares under the Delisting Offer.
8. I/We hereby confirm that to participate in the Delisting offer, I/we will be solely responsible for payment to my/ our Seller Member for any cost, charges and expenses (including brokerage) that may be levied by the Seller Member on me/ us for tendering the Offer Shares in the Delisting Offer. The consideration to be received by me/us from my/ our respective Seller Member, in respect of accepted Offer Shares, may be net of such costs, charges and expenses (including brokerage) and the Acquirer, PACs, Promoters, Company, Stock Broker, Registrar to the Offer or Managers to the Offer have no responsibility to bear or pay such additional cost, charges and expenses (including brokerage).
9. I/We authorize the Acquirer, PACs, Manager to the Offer and the Registrar to the Offer to send the payment of consideration by NECS/RTGS/ NEFT/Direct Credit through the Selling Member.
10. I/We undertake to immediately return the amount received by me/us inadvertently.
11. I/We agree that upon due acceptance by the Acquirer and PACs of the Offer Shares tendered by me/us under the Delisting Offer, I/we would cease to enjoy all right, title, claim and interest whatsoever, in respect of the Offer Shares.
12. I/We authorize the Acquirer and PACs to duly accept the Offer Shares so offered, which they may decide to accept in consultation with the Managers to the Offer and in terms of the Offer Letter.
13. I/We further authorize the Buyer Broker to return to me/us, the Offer Share certificate(s) in respect of which the Bid is found invalid or is not accepted, specifying the reasons thereof and in the case of dematerialized Offer Shares, to the extent not accepted will be released to my/ our depository account at my/our sole risk.
14. I/We hereby undertake to execute any further documents, give assurance and provide assistance, which may be required in connection of the Delisting Offer and agree to abide by the decisions taken in accordance with the applicable laws, rules and regulations.
15. I/We acknowledge and confirm that all the particulars/statements given herein are true and correct.
Box 1: Holder’s details. (Please use BLOCK CAPITALS) (Applicable to all Public Shareholders)
Complete this box with the full name, signature and address of the holder of the Offer Shares. In case of joint holdings, full name of all the joint holders must appear in the same order as appearing in the share certificate(s)/demat account
Holder Name PAN No.
First/Sole
Second
Third
Fourth
Contact details Tel No:
Mobile No:
Email Id:
Address of the First/Sole holder (with pin code)
Please indicate the Public Shareholder category in which you belong:
Individual NRI (non-repatriable)
Hindu Undivided Family NRI (repatriable)
Body Corporate FII
Mutual Fund Insurance Company
Banks/ Financial Institution Other (please specify)
Box 2: Details of Offer Shares held in physical form (Applicable if Offer Shares are held in PHYSICAL FORM)
Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed
S. No. Folio No. Share Certificate(s) Number
Distinctive Number No. of Offer Shares
From To
1.
2.
3.
(If the space provided is inadequate please attach a separate continuation sheet)
Total
3
Box 3: Bank Account details (Applicable to all Physical Shareholders)
Please fill the following details of the sole shareholder’s bank account (or, in the case of joint holders, the first-named
holder’s bank account) and any consideration payable will be paid by electronic transfer carrying the details of the bank
account as per the banking account details and as provided in this Bid Form
Name of the Sole / First Holder’s Bank
Branch Address
City
Account No.
Savings/Current / Others (Please Specify)
IFSC Code / MICR/Swift Code (for electronic payment)
Box 4: Your Depository Participant’s details (Applicable if Shares are held in DEMATERIALISED FORM)
I/we confirm that I/we hold my/our Offer Shares in dematerialised form. The details of my/our depository account and my/our depository participant are as follows:
Depository Participant’s Name:
Depository Participant’s Identification Number:
Client ID Number:
Number of equity shares
Box 5: Tax Certification (FIIs/FPIs/Foreign Company/Non-Resident Public Shareholders only)
If you are an FII, FPI, foreign company or a non-resident Public Shareholder, you should certify in Box 6 whether the Offer Shares held by you are held on investment/capital account or on trade account.
Please refer to Offer Letter regarding tax to be deducted at source. Public Shareholders are also advised to consult their tax advisors for the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take.
I/We certify that the Offer Shares referred to in Box 6 of this Bid Form are held:
On investment/capital account On trade account/to be taxed as Business Profits
I/We certify that the Offer Shares referred to in Box 6 of this Bid Form have been held for the periods as specified below :
Number of Shares held for less than 12 months ____
Number of Shares held for more than 12 months ____
Certificate from Income-tax authorities enclosed specifying (if applicable):
Non deduction of tax at source Deduction at lower rate
Notes :
1) Non-resident shareholders other than FIIs/FPIs who have not submitted a certificate from the Income-tax Authorities under Section 195(3) or Section 197 of the Income Tax Act (“I-T Act”) will be subject to tax deduction at the maximum rate as may be applicable on the entire consideration payable to such non-resident shareholders.
2) FII/FPI shareholders who have not provided SEBI their registration certificate will be treated at par with other Non-residents
shareholders.
3) FII/FPI not notified u/s 115AD and who have not provided certificate from the Income-tax Authorities under Section 195(3) or Section 197 of the I-T Act will be subjected to tax deduction at the maximum rate as may be applicable to the relevant category to which the FII/FPI belongs under the I-T Act, on the entire consideration, payable to such FII/FPI.
4
Box 6 : Details of Bid and Offer Shares tendered in pursuant to the Delisting Offer
You should insert the number of Offer Shares you wish to tender and the price per Offer Share at which you are tendering the same (your “Bid Price”) in the space provided below. If your Bid Price is less than the Floor Price which is INR 39.23 per Offer Share, you will be deemed to have tendered your Offer Shares at INR 39.23 per Offer Share. I/We hereby tender to the Acquirer and PACs, the number of Offer Shares at the Bid Price as specified below:
Figures in Numbers Figures in Words
Number of Offer Shares
Bid Price Per Offer Share (in Rs.)
Signature
Sole / First Holder Second Holder Third Holder
Note: In case of joint holdings, all holders must sign. In case of bodies corporate the Bid Form is to be signed by the Authorized Signatory under the stamp of the Company and necessary board resolution authorizing the submission of this Bid Form should be attached.
Checklist for KYC documents to be submitted by the Shareholders for Opening a Trading Account with the Broker
a. Self-attested copy of the proof of identification (for individuals);
Any of the following documents shall be considered as a verifiable proof of identification:
i. Passport;
ii. Voter’s ID;
iii. Photo PAN Card.
b. Self-attested copy of the proof of residence;
Any of the following documents shall be considered as a verifiable proof of residence:
i. electricity bill (not older than three months);
ii. landline telephone bill (not older than three months);
iii. valid passport issued by the GoI;
iv. AADHAAR Letter issued by Unique Identification Authority of India (“UIDAI”);
v. voter’s Identity Card issued by the GoI;
vi. passbook or latest bank statement issued by a bank operating in India;
vii. leave and license agreement or agreement for sale or rent agreement or flat maintenance bill.
c. Copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited.
CHECKLIST
Physical Shareholders (Please tick)
1. BID FORM
2. ORIGINAL SHARE CERTIFICATE
3. VALID SHARE TRANSFER DEED
4. CONSENT LETTER
5. OTHER DOCUMENTS, AS APPLICABLE
5
Notes:
1. All documents/remittances sent by/to the Public Shareholders will be at their risk and the Public Shareholders are advised to adequately safeguard their interests in this regard.
2. Please read these notes along with the entire contents of the PA and the Offer Letter. 3. In the case of Public Shareholder(s) other than individuals, any documents, such as a copy of a power of
attorney, board resolution, authorization, etc., as applicable and required in respect of support/verification of this Bid Form shall also be provided; otherwise, the Bid shall be liable for rejection.
4. Please refer to the Offer Letter for details of documents. 5. The number of Offer Shares tendered under the Delisting Offer should match with the number of Offer Shares
specified in the share certificate(s) enclosed. 6. In case, the Bid Price is less than the Floor Price of INR 39.23, it will be deemed that the Offer Shares have
been tendered at the Floor Price of INR 39.23. 7. The consideration shall be paid in the name of sole/first holder.
8. In case, the Bid Form is not complete in all respects, the same may be liable for rejection. 9. The Bid Forms received/tendered before the commencement of the Bidding Period shall remain valid. 10. Before submitting this Bid Form to the Seller Member, you must execute valid share transfer deed(s) in respect
of the Offer Shares intended to be tendered under the Delisting Offer and attach thereto all the relevant original physical share certificate(s). The share transfer deed(s) shall be signed by the respective Pubic Shareholder (or in case of joint holdings by all the joint holders in the same order) in accordance with the specimen signature(s) recorded with the Company and shall also be duly witnessed. A copy of any signature proof may be attached to avoid any inconvenience. In case, the sole/any joint holder has died, but the share certificate(s) are still in the name of the deceased person(s), please enclose the requisite documents, i.e., copies of death certificate/will/probate/succession certificate and other relevant papers, as applicable.
11. Public Shareholders should also enclose a consent letter indicating the details of transfer i.e. number of Offer Shares to be transferred, the name of the Company whose Offer Shares are being transferred i.e. “Xchanging Solutions Limited” and the price at which the Offer Shares are being transferred i.e. “Exit Price determined in
accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009” duly signed by the Public Shareholder or his/its duly appointed agent and in the latter case, also enclose the power of attorney.
12. FOR UNREGISTERED SHAREHOLDERS: Unregistered shareholders should enclose, as applicable, (a) this Bid Form, duly completed and signed in accordance with the instructions contained therein, (b) original share certificate(s), (c) original broker contract note, (d) valid share transfer form(s) as received from the market, duly
stamped and executed as the transferee(s) along with blank transfer form duly signed as transferor(s) and witnessed at the appropriate place. The transfer deed should be in favor of “CSC Technologies India Private Limited”. All other requirements for valid transfer will be preconditions for acceptance.
13. By agreeing to participate in the Delisting Offer the NR and NRI shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
14. FOR SUBMITTING THE BID FORM BY HAND DELIVERY: Please submit this Bid cum Acceptance Form
together with other necessary documents referred to above by hand delivery to the Seller Member as registered with the Designated Stock Exchange.
TEAR ALONG THIS LINE
Received from __________________________________________________________ a Bid Form for _____________ fully paid up equity shares of Xchanging Solutions Limited at a Bid Price of Rs. _____________ per share.
Physical Shareholder
Folio number
Share certificate no
Number of shares
Received but not verified share certificate(s) and share transfer deeds
ACKNOWLEDGEMENT
Application No Date of Receipt Signature of Official
6
TEAR ALONG THIS LINE
For any queries, please contact:
Manager to the Offer Registrar to the Offer
Kotak Mahindra Capital Company Limited
27 BKC, 1st Floor, Plot No.C-27, "G" Block
Bandra Kurla Complex Bandra (East)
Mumbai – 400 051
Tel : +91 22 4336 0128
Fax: +91 22 6713 2446
Email: [email protected]
Contact Person: Mr. Ganesh Rane
Karvy Computershare Private Limited
Karvy Selenimum Tower B, Plot Number 31 and 32
Financial District, Gachibowli
Hyderabad – 500 032
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Email: [email protected]
Contact Person: M. Murali Krishna/ Williams R
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Please read this document along with the public announcement published on August 8, 2016 2016 (“Public Announcement” / “PA”) and the offer letter dated August 8, 2016 (“Offer Letter”) issued by CSC Computer Sciences International Operations Limited (“Acquirer”) along with Computer Sciences Corporation (“CSC”), CSC Technologies India Private Limited (“CSC India”) and Computer Sciences Corporation India Private Limited (“CSC IPL”) (CSC, CSC India and CSC IPL are collectively referred to as “PACs”), in their capacity as the persons acting in concert with the Acquirer. The terms and conditions of the PA and the Offer Letter are deemed to have been incorporated in and form part of this document. Unless the context otherwise requires, expressions in this Bid Revision / Withdrawal Form have the same meaning as defined in the Offer Letter. If there is any conflict between the provisions of this Bid Form and the PA / Offer Letter, the provisions of the PA / Offer Letter shall prevail.
BID REVISION / WITHDRAWAL FORM
In respect of equity shares of Rs 10 each of Xchanging Solutions Limited (“Company”) pursuant to the Delisting Offer by the Acquirer and the PACs
DELISTING OFFER
Bid Opening Date Friday August 19, 2016
Normal trading hours of secondary market
Last Date for Revision (upwards) or Withdrawal
Wednesday August 24, 2016
Normal trading hours of secondary market
Bid Closing Date Thursday August 25, 2016
Normal trading hours of secondary market
Floor Price INR 39.23 (Rupees Thirty Nine and Paisa Twenty Three only)
Discovered Price The price at which the shareholding of the Acquirer, PACs and Promoter Group of the Company reaches 90% of the share capital of the Company pursuant to the book building process in accordance with Regulation 17 of the Delisting Regulations
Exit Price Discovered Price or the price higher than the Discovered Price that is accepted by the Acquirer and PACs
BID REVISION / WITHDRAWAL FORM
In respect of equity shares of Rs 10 each of XCHANGING SOLUTIONS LIMITED (“Company”)
pursuant to the Delisting Offer by the Acquirer and the PACs
(To be filled in by the Seller Member(s))
Bid Centre Application Number Date
I/We hereby revoke any offer made in any Bid Form submitted prior to the date of this Bid Revision/Withdrawal Form in respect of the Offer Shares of the Company. I/We hereby make a new offer to tender the number of Offer Shares set out or deemed to be set out herein and on and subject to the terms and conditions, as applicable.
Holder’s details. (Please use BLOCK CAPITALS) (Applicable to all Public Shareholders)
Complete this box with the full name, signature and address of the holder of the Offer Shares. In case of joint holdings, full name of all the joint holders must appear in the same order as appearing in the share certificate(s)/ demat account
Holder Name PAN No.
First/Sole
Second
Third
Fourth
TO BE FILLED IN ONLY IF THE NUMBER OF OFFER SHARES HAVE BEEN INCREASED AS COMPARED TO THE NUMBER OF OFFER SHARES TENDERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING OFFER SHARES IN PHYSICAL FORM
Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed. The details are applicable only for additional Offer Shares tendered with a view to increase the number of Offer Shares tendered.
Sr. No Folio No.
Share Certificate No. Distinctive No. Number of Offer Shares
From To
(If the space provided is inadequate please attach a separate continuation Sheet) TOTAL
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Details of previous Bid and Offer Shares tendered pursuant to the Delisting Offer
Please fill the following details of the sole shareholder’s bank account (or, in the case of joint holders, the first-named holder’s
bank account) and any consideration payable will be paid by electronic transfer carrying the details of the bank account as per
the banking account details and as provided in this Bid Form
Particulars Figure in Numbers Figure in Words
Application No. (Please ensure that you have submitted a copy of the acknowledgement of the original Bid Form along with this Bid Revision / Withdrawal Form)
Number of Offer Shares tendered in the last Bid Form or bid Revision / Withdrawal Form
Bid Price per Equity Share (in INR)
Signature
Sole / First Holder Second Holder Third Holder
CHECKLIST
Physical Shareholders (Please tick)
1. BID FORM
2. ORIGINAL SHARE CERTIFICATE
3. VALID SHARE TRANSFER DEED
4. CONSENT LETTER
5. OTHER DOCUMENTS, AS APPLICABLE
Details of Bid Revision / Withdrawal
Details of Revised Bid and Offer Shares tendered pursuant to the Delisting Offer
Particulars Figures in Numbers Figures in Words
Number of Offer Shares
Bid Price Per Offer Share (in INR)
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Note:
1. All documents/remittances sent by / to the shareholders will be at their risk and shareholders are advised to adequately safeguard their interests in this regard.
2. The shareholders may withdraw or revise their Bids upwards not later than one day before the closure of the Bidding Period. Downward revision of Bids shall not be permitted.
3. You must submit this Bid Revision/Withdrawal Form to the same seller member through whom your original Bid Form was submitted. Please ensure that you enclose a copy of the acknowledgement slip relating to your previous Bid.
4. Please refer to the Offer Letter for details of documents 5. Please note that all the information, terms and conditions contained in the original Bid Form shall remain valid,
except which has been revised under Bid Revision / Withdrawal Form 6. In case you wish to tender additional physical Offer Shares, please ensure that you attach the additional share
certificates and the transfer deed along with the Bid Revision/Withdrawal Form. 7. In case of shareholder(s) other than individuals, a copy of a power of attorney, board resolution, authorization,
etc. (as applicable) and required in respect of support/verification of this Bid Revision/Withdrawal Form, shall also be provided, otherwise, the same shall be liable for rejection.
8. The number of Offer Shares tendered under the Delisting Offer should match with the number of Offer Shares specified in the share certificate(s) enclosed.
9. The consideration shall be paid in the name of sole/first holder. 10. In case the Bids are not complete in all respects, the same may be liable for rejection. 11. By agreeing to participate in the Delisting Offer the NR and NRI shareholders give the Company the authority to
make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
12. FOR SUBMITTING THE BID REVISION / WITHDRAWAL FORM BY HAND DELIVERY: Please submit this
Bid Revision / Withdrawal Form together with other necessary documents referred to above by hand delivery to the same seller member to whom the original Bid Form was submitted.
TEAR ALONG THIS LINE
ACKNOWLEDGEMENT SLIP
Received from __________________________________________________________ a Bid Revision/Withdrawal Form for _____________ fully paid up equity shares of Xchanging Solutions Limited at a Bid Price of INR _____________ per
share
Physical Shareholder
Folio number
Share certificate no
Number of shares
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TEAR ALONG THIS LINE
For any queries, please contact:
Manager to the Offer Registrar to the Offer
Kotak Mahindra Capital Company Limited
27 BKC, 1st Floor, Plot No.C-27, "G" Block
Bandra Kurla Complex Bandra (East)
Mumbai – 400 051
Tel : +91 22 4336 0128
Fax: +91 22 6713 2446
Email: [email protected]
Contact Person: Mr. Ganesh Rane
Karvy Computershare Private Limited
Karvy Selenimum Tower B, Plot Number 31 and 32
Financial District, Gachibowli
Hyderabad – 500 032
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Email: [email protected]
Contact Person: M. Murali Krishna/ Williams R
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