Shri Naresh Kumar Bajaj, Shri Ashwini Kumar Bajaj, Shri Vikram Kumar Bajaj, Amrit Trademart Private Limited and A. F. Trading Company Private Limited (together referred to as the “Promoter Acquirers”) have announced the proposed acquisition and voluntary delisting ( “Delisting Offer”) of the equity shares of Amrit Banaspati Company Limited (“ABCL”/”COMPANY”), pursuant to Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”).

ABCL has paid-up equity share capital of INR 7,36,29,680/- comprising of 73,62,968 fully paid-up equity shares having face value of INR 10/- each which are listed on BSE Limited (“BSE”) and Delhi Stock Exchange Limited (“DSE”), (together referred to as “Stock Exchanges”).

The Promoter Acquirers collectively hold 30,50,643 Equity Shares of the Company, representing 41.43% of the paid-up equity share capital of the Company, and along with other promoters and the promoter group of the Company, collectively hold 54,65,672 Equity Shares representing 74.23% of the paid-up equity share capital of the Company.

The Promoter Acquirers seek to acquire up to 18,97,296 Equity Shares representing the balance 25.77% of the paid-up equity share capital of the Company (“Offer Shares”) from the public shareholders and propose to delist the Equity Shares of the Company from the Stock Exchanges pursuant to the Delisting Regulations.

The Board of Directors of the Company at its meeting held on September 29, 2012, approved the proposal received from the Promoter Acquirers to initiate the Delisting Offer in accordance with the Delisting Regulations, subject to the approval of the Public Shareholders of the Company and the Stock Exchanges and compliance with the provisions of the Delisting Regulations and applicable laws. A special resolution has been passed by the Public Shareholders of the Company through postal ballot, the result of which was declared on 10th November 2012, and was notified to BSE and DSE on November 10, 2012, approving the proposed voluntary delisting of the Equity Shares from the BSE and DSE in accordance with the Delisting Regulations. The votes cast by Public Shareholders in favor of the Delisting Offer were representing 68,92,739 Equity Shares, being more than two times the number of votes cast by the Public Shareholders against it (representing 8,525 Equity Shares). The BSE and DSE have issued their in-principle approval to the Delisting Offer subject to compliance with the Delisting Regulations vide their letters dated December 19, 2012 and December 24, 2012 respectively.

The Company has sold/transferred its edible oils business along with its manufacturing undertaking located at Rajpura (Punjab) on a slump sale basis and as a going concern to M/s Bunge India Private Limited. Pursuant to the said sale/transfer of the edible oils business, the Company is engaged in trading of various commodities and treasury operations pertaining to cash consideration received from the said sale/transfer of edible oils business. Further, the management of the Company is exploring various new business opportunities, other than the edible oils business, in which the Company may engage in future. Since, the Company is no longer engaged in the edible oils business, which was its core business at the time of listing with BSE and DSE, the Promoter Acquirers are of the view that the Public Shareholders be given an exit opportunity under the Delisting Offer.

The Promoter Acquirers have appointed M/s Alpen Capital India Private Limited having its registered office at 3rd Floor, Forbes Building, Charanjit Rai Marg, Fort, Mumbai 400 001, as the Manager to the Offer (“Alpen” or “Manager to the Offer”). The Manager to the Offer does not hold any Equity Shares of the Company.
The Promoter Acquirers have appointed M/s MAS Services Limited having its registered office at Okhla Industrial Area - Phase 2, New Delhi – 110020, India as the Registrar to the Offer (“Registrar to the Offer”).

The Floor Price for the equity shares to the Offer is INR 142.50 (Rupees one hundred forty two and paise fifty only) per equity share. The Offer Price has been determined by the Manager to the Offer in accordance with the Delisting Regulations.
The Promoter Acquirers propose to acquire the Offer Shares of the Company pursuant to a reverse book-building process (“RBP”) conducted in accordance with the terms of the Delisting Regulations.
The Promoter Acquirers shall announce the Discovered Price and their decision to accept or reject the Discovered Price and if accepted also announce the Exit Price as applicable.

The public shareholders may tender their shares through an online electronic system facility, which will be provided by the BSE. The Promoter Acquirers have appointed SMC Global Securities Ltd., New Delhi for the purpose of the Offer. The details of the Trading Member, bidding centres and the bidding procedure are set out in the Letter of Offer.

Public shareholders may submit their bids online by completing the bid forms accompanying their Offer Letters alongwith other relevant documents and submitting these Bid Forms to the Trading Member at any of the Bid Centres by hand on or before the Bid Closing Date.

The proposed time-table for the Offer is as under:

Activity	Date	Day
Date of publication of the PA	29.12.2012	Saturday
Specified Date for determining the names of shareholders to whom the Offer Letters shall be sent	04.01.2013	Friday
Dispatch of Offer Letters/ Bid Forms to Public Shareholders as on Specified Date	07.01.2013	Monday
Bid Opening Date (10.00 am)	18.01.2013	Friday
Last Date of Revision (upwards) or withdrawal of bids	22.01.2013	Tuesday
Bid Closing Date (3.00 pm)	23.01.2013	Wednesday
Announcement of Discovered Price/Exit Price and the Promoter Acquirers Acceptance/Non-acceptance of Discovered Price /Exit Price*	29.01.2013	Tuesday
Final date of payment of consideration#	31.01.2013	Thursday
Return of Offer Shares to shareholders in case of failure of Delisting Offer/Bids have not been accepted	29.01.2013	Tuesday

*This is an indicative date and the announcement may be made on or before February 04, 2013, being the eighth working day from the date of the Bid Closing Date.
# Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Promoter Acquirers.

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