Diageo's open offer for United Spirits on Bombay Stock Exchange website
JM Financial Institutional Securities Pvt Ltd ("Manager to the Open Offer") on behalf of Relay B.V. (“Acquirer” / “Relay”) together with Diageo plc (“PAC 1” / “Diageo”), Diageo Finance plc (“PAC 2”/ "Dfin"), Diageo Capital plc (“PAC 3”/ "Dcap") and Tanqueray Gordon and Company Limited (“PAC 4”/ "Tgcl") as the persons acting in concert (“PACs”), has informed this Detailed Public Statement ("DPS") for the attention of the Equity Shareholders of the United Spirits Ltd ("Target Company") in compliance with Regulation 13(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments there to ("SEBI (SAST) Regulations") as well as pursuant to the Public Announcement ("PA") dated November 09, 2012 with the Stock Exchanges in terms of Regulation 3(1) & 4 of the SEBI (SAST) Regulations.
The Acquirer and the PACs are making this Offer to all the equity shareholders of Target Company other than parties to the Share Purchase Agreement (“SPA”) dated November 9, 2012 entered into between Acquirer and Diageo with the Sellers (as defined below), the Preferential Allotment Agreement (“PAA”) dated November 9, 2012 entered into between Acquirer and Diageo with Target Company and the Shareholders Agreement (“SHA”) dated November 9, 2012 entered into between Acquirer and Diageo with UBHL and KFIL, and persons acting in concert or deemed to act in concert with such parties (“Public Shareholders”), to acquire up to 37,785,214 Equity Shares (“Offer Shares”) of face value of Rs 10/- each at an offer price of Rs 1,440 per share (“Offer Price”) aggregating to Rs 54,410,708,160 (Rupees Fifty four billion four hundred and ten million seven hundred and eight thousand one hundred and sixty only) in cash (“Offer Size”).
Tentative Schedule of The Activity :
Identified Date - December 21, 2012
Date of commencement of the tendering period (Offer Opening Date) - January 7, 2013
Date of closure of the tendering period (Offer Closing Date) - January 18, 2013
# 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 (registered or unregistered) of the Target Company are eligible to participate in this Offer at any time prior to the closure of this Offer.
(For more details kindly refer Corporate Announcements on www.bseindia.com).
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