Date: October 30, 2017
In the 33rd Annual General Meeting of Schneider Electric President Systems Limited held on 19.09.2017 at Bangalore (“AGM”), some public shareholders raised certain questions and sought clarifications on the ongoing Exit Offer made by the Promoter of the Company.
Pursuant to the clarifications sought by the public shareholders in AGM, the Promoter (majority shareholder) of the Company has taken a second opinion from experts. In view of the de-recognition of Pune Stock Exchange, the Company falls under the category of “Exclusively Listed Companies” (ELCs) and consequently moved to the Dissemination Board of NSE. In the light of the above, it is confirmed that:
(a) As per the 2015 Circular and the 2016 Circular of SEBI, ELCs were given the option to either list the shares on another recognised stock exchange(s) or provide an exit offer to its public shareholders. Though listing on other stock exchange(s) was an option, it was not an obligation, available to ELCs under the SEBI Circulars. The Promoter chose the other option of providing the public shareholders with an exit offer.
(b) The Promoter of the Company has followed the prescribed procedure applicable for an exit offer under the 2016 Circular, for providing an exit opportunity to the public shareholders.
(c) The price of the share under the exit offer was fixed based on the valuation carried out by an independent valuer empaneled with the NSE in accordance with SEBI 2016 Circular. The valuation report will be made available to the shareholders upon a written request addressed to the Company Secretary.
(d) As the Promoter has decided to offer exit opportunity to the public shareholders, the Company does not intend to list the shares on any of the stock exchanges.
(e) The Company would continue to provide the Directors’ Report, Auditors’ Report and Audited Financial Statements to the Shareholders, which the Company is already providing on annual basis. There is no requirement for the Company to provide quarterly financial statements under the Companies Act.
While the exit offer has closed as on March 10, 2017, under the SEBI guidelines, public shareholders who could not offer their shares within that date can do so till March 11, 2018.
The company and its Promoter remain committed to comply with relevant regulations.
We further state that, all the communications addressed to the Company are duly replied by the Company. Any communication to the Company should be addressed to the Company Secretary at the email address email@example.com.