Mumbai : August 17, 2006:
At the meeting of the Board of Directors (the "Board") of Blue Dart Express Limited ("BDEL") held today, the Board discussed and recommended the Delisting Proposal dated August 14, 2006 of DHL Express (Singapore) Pte Limited (DHLSG). The Board of BDEL has proposed to call an Extra Ordinary General Meeting for seeking the approval of shareholders for delisting the shares of BDEL.
The Delisting Proposal
It is proposed that DHLSG (the "Acquirer"), will (subject to the conditions referred to below) acquire the equity shares in BDEL not already owned by it, pursuant to the SEBI Delisting Guidelines (the "Guidelines"), following which the securities of BDEL will be delisted.
Subject to the special resolution for delisting the securities being passed, a public announcement of the Delisting Proposal including the details of the acquisition process (the 'Public Announcement') will be made. The principle features of the acquisition process, which will be conducted in accordance with the Guidelines, are:
- Shareholders of BDEL may tender their shares to the Acquirer.
- The Exit Price will be determined in accordance with the reverse book build process specified in the Guidelines.
- Shareholders may tender their shares at any price at or above the "floor price" determined in terms of the Guidelines (being the average trade price of BDEL shares as quoted on the stock exchange where the shares of BDEL are most frequently traded in the 26 weeks preceding the date of the public announcement of the delisting pursuant to the Guidelines). The 26 week average price calculated as at August 14, 2006 was approximately INR 500.
- DHLSG is prepared to acquire the shares offered to it at a maximum of INR 550 per share, subject to all requisite shareholder and regulatory approvals being obtained, including the number of shares required for delisting being offered at this price. This price represents a premium of approximately 10% to the average of the closing prices of BDEL shares as quoted on the National Stock Exchange (NSE) in the six months preceding the date of Delisting Proposal and a 16% premium to the closing price of INR 474 per share on NSE on August 11, 2006.
DHLSG reserves the right not to acquire the offered shares if the final price, as established pursuant to the Guidelines, is more than INR 550 per share.