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Justdial-Buyback

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Justdial-Buyback July 2, 2020 To BSE Limited National Stock Exchange Metropolitan Stock Exchange of Department of Corporate of India Limited India Limited Services Listing Department 4th Floor, Vibgyor Towers, Listing Department Exchange Plaza, Plot No. C 62,G - Block, P J Towers, Plot no. C/1, G Block, Opp. Trident Hotel, Dalal Street, Bandra-Kurla Complex, Bandra Kurla Complex, Mumbai – 400001 Bandra (East), Bandra (East), Scrip Code: 535648 Mumbai – 400051 Mumbai – 400098 Scrip Symbol: JUSTDIAL Scrip Symbol: JUSTDIAL Sub: Buy-back of up to 31,42,857 fully paid-up equity shares of face value of ₹ 10 each (the “Equity Shares”) of Just Dial Limited (the “Company”) at a price of ₹ 700 per Equity Share payable in cash, for an amount aggregating up to ₹ 220,00,00,000 on a proportionate basis, through the tender offer route Dear Sir/Madam, The Company proposes to buy-back up to 31,42,857 (Thirty One Lakhs Forty Two Thousand Eight Hundred Fifty Seven) Equity Shares of face value of ₹ 10/- each, representing up to 4.84% of the total number of Equity Shares of the paid-up Equity Share Capital of the Company as on March 31, 2020, at a price of ₹ 700 (Rupees Seven Hundred only) per Equity Share (the “Buy- back Offer Price”) payable in cash for an aggregate amount not exceeding Rs. 220,00,00,000/- (Rupees Two Hundred Twenty Crores only) (the “Buy-back”) from Equity Shareholders / beneficial owners of the Equity Shares of the Company as on Record Date, i.e., July 03, 2020 on a proportionate basis through the tender offer route using Stock Exchange Mechanism, in accordance with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (the “Buy-back Regulations”). The Company has appointed Nomura Financial Advisory and Securities (India) Limited as the Manager to the Buy-back. Pursuant to Regulation 7 of the Buy-back Regulations, the Company has made a Public Announcement dated June 24, 2020 which was published on June 25, 2020 in Financial Express (English Newspaper), Jansatta (Hindi Newspaper) and Navshakti (Marathi Newspaper). Please find enclosed a copy of the Draft Letter of Offer dated July 2, 2020 (the “Draft Letter of Offer”). All terms used but not defined herein shall have the meaning ascribed to such terms in the Draft Letter of Offer. Kindly take the same on record. Thanking You, Yours truly, For Just Dial Limited Manan Udani Company Secretary Encl: as above DRAFT LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Draft Letter of Offer is being sent to you as the registered Eligible Shareholder of Just Dial Limited (the “Company”) as on the Record Date, in accordance with the Buy-back Regulations. If the Eligible Shareholders require any clarifications regarding the action to be taken, Eligible Shareholders may, consult their stock brokers or investment consultants or the Manager or the Registrar. Please see the section entitled “Definition of Key Terms” on page 2 for the definition of the capitalized terms used herein. JUST DIAL LIMITED Corporate Identity Number: L74140MH1993PLC150054 Registered Office: Palm Court, Building-M, 501/B, 5th Floor, New Link Road, Besides Goregaon Sports Complex, Malad (West), Mumbai 400 064, Maharashtra Tel. No.: +91 22 2888 4060; Fax: +91 22 2889 3789 Website: www.justdial.com; E-mail: [email protected] Contact Person: Manan Udani, Company Secretary and Compliance Officer BUY-BACK OF UP TO 31,42,857 (THIRTY ONE LAKHS FORTY TWO THOUSAND EIGHT HUNDRED FIFTY SEVEN) FULLY PAID- UP EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”), REPRESENTING UP TO 4.84% OF THE TOTAL NUMBER OF EQUITY SHARES OF THE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS ON MARCH 31, 2020, ON A PROPORTIONATE BASIS, FROM THE ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES AS ON JULY 3, 2020 (THE “RECORD DATE”), THROUGH A TENDER OFFER, FOR CASH AT A PRICE OF ₹ 700 (RUPEES SEVEN HUNDRED ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT OF UP TO ₹ 220,00,00,000 (RUPEES TWO HUNDRED TWENTY CRORES ONLY) (THE “BUY-BACK”). THE BUY-BACK SHALL BE UP TO 23.92% OF THE TOTAL PAID-UP EQUITY SHARE CAPITAL AND FREE RESERVES (INCLUDING SECURITIES PREMIUM ACCOUNT) OF THE COMPANY AS PER THE LATEST AUDITED STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019 (BEING THE LAST AUDITED FINANCIAL STATEMENTS AVAILABLE AS ON THE DATE OF BOARD MEETING RECOMMENDING THE PROPOSAL FOR THE BUY-BACK, BEING APRIL 30, 2020). The Buy-back is being undertaken by the Company in accordance with Article 78 of the Articles, the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013 and the Buy-back Regulations. The Buy-back is subject to such other approvals, and permissions, from statutory, regulatory or governmental authorities as may be required under applicable law, including SEBI and the Stock Exchanges. The Buy-back represents up to 23.92% of the total paid-up Equity Share capital and free reserves (including Securities Premium Account) of the Company as per the latest audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2019 (being the last audited financial statements available as on the date of Board Meeting recommending the proposal for the Buy-back, being i.e. April 30, 2020), in accordance with Section 68(2)(c) of the Companies Act, 2013. The Buy-back represents up to 22.03% and 22.02% of the net-worth of the Company as per audited standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2019 respectively and up to 17.09% and 17.08% of the net-worth of the Company as per the audited standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2020 respectively. The Letter of Offer shall be made available to Eligible Shareholders as on the Record Date. A copy of the Public Announcement, this Draft Letter of Offer and the Letter of Offer (including the Tender Form) shall be available on the website of the Securities and Exchange Board of India at www.sebi.gov.in. The Letter of Offer (including the Tender Form) will also be made available on the websites of the Company at www.justdial.com, the Stock Exchanges at www.bseindia.com, www.nseindia.com and www.msei.in, the Registrar to the Buy-back at www.kfintech.com and the Manager to the Buy-back at www.nomuraholdings.com/company/group/asia/india/index.html. For details in relation to the procedure for acceptance and tender of Equity Shares, please see the section entitled “Procedure for Tender Offer and Settlement” on page 49. The Tender Form is enclosed together with this Draft Letter of Offer. Eligible Shareholders are advised to refer to the sections entitled “Details of Statutory Approvals” and “Note on Taxation” on pages 45 and 57, respectively, before tendering their Equity Shares in the Buy-back. MANAGER TO THE BUY-BACK REGISTRAR TO THE BUY-BACK Nomura Financial Advisory and Securities (India) Private Limited KFin Technologies Private Limited (formerly known as Karvy Ceejay House, Level 11, Plot F Fintech Private Limited) Shivsagar Estate Selenimum, Dr. Annie Besant Road, Tower B, Plot Number 31 and 32 Worli Financial District, Gachibowli Mumbai 400 018 Nanakramguda, Serilingampally Mandal, Tel: +91 22 4037 4037 Hyderabad 500 032 Telangana Fax: +91 22 4037 4111 Tel: +91 40 6716 2222 Contact Person: Vishal Kanjani Fax: +91 40 2343 1551 E-mail: [email protected] Contact Person: M Murali Krishna SEBI Registration Number: INM000011419 E-mail: [email protected] Validity Period: Permanent SEBI Registration Number: INR000000221 Validity Period: Permanent BUY-BACK PROGRAMME Buy-back Opening Date [●] Buy-back Closing Date [●] Last date and time for receipt of the completed Tender Form [●] (i) TABLE OF CONTENTS SCHEDULE OF ACTIVITIES ...................................................................................................................................................... 1 DEFINITION OF KEY TERMS .................................................................................................................................................... 2 DISCLAIMER CLAUSE................................................................................................................................................................ 5 TEXT OF THE RESOLUTION PASSED AT MEETING OF THE BOARD ............................................................................... 7 DETAILS OF THE PUBLIC ANNOUNCEMENT ...................................................................................................................... 12 DETAILS OF THE BUY-BACK .................................................................................................................................................. 13 AUTHORITY FOR THE BUY-BACK ........................................................................................................................................ 14 NECESSITY OF THE BUY-BACK ............................................................................................................................................. 15 MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUY-BACK ON THE COMPANY ...................................................................................................................................................................................................... 16 BASIS OF CALCULATING THE BUY-BACK OFFER PRICE ...............................................................................................
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