Provogue (India) Limited has informed the Exchange that this public notice cum public announcement ("Announcement") dated August 14, 2009 is made pursuant to the provision of regulations 5A and Regulations 8(1) read with 15(c) of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 for the time being in force including any statutory modifications and amendments from time to time ("Buy-Back Regulation") and contains the disclosures as specified in Schedule II to the Buy-Back Regulations. (1) Details of Buy-back Offer and Offer Price : (1.1) Provogue (India) Limited (the 'Company') hereby announces the buy-back ("Buy-back") of fully paid-up equity shares of the face value of Rs.2/- each ("Equity Shares") not exceeding 50,00,000 Equity Shares ("Maximum Offer Shares") from the existing owners of Equity Shares other than those who are promoters, promoter group, directors of promoters, persons in control and persons acting in concert (Such shareholders hereinafter referred to collectively as "Persons in Control") (that being understood that the "persons in control" and "person acting in concert" will be such persons as have been disclosed under the fillings made by the Company under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended ("SEBI Takeover Regulations")) at a price not exceeding Rs.100/-(Rupees One Hundred Only) per Equity Share (the "Maximum offer Price") payable in cash, for an aggregate amount not exceeding Rs. 50 crores ("Maximum Offer Size."). The Maximum Offer Size represents 7.45% of the aggregate of the Company's total paid-up Equity capital and free reserves as on March 31, 2009 (the date of the latest standalone audited accounts.) The Company Subject to the Maximum Offers Price shall Buy-back at least 20,00,000 Equity Shares (the "Minimum Offer Shares."). (1.2). The Buy-back will be implemented by the Company through the methodology of "Open market purchases through stock exchanges" using the electronic trading facilities of the Bombay Stock Exchange Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"), and together with BSE, the "Stock Exchanges") in accordance with the provisions of Sections 77A, 77B and other applicable provisions of the Companies Act, 1956 (the "Act") read with Article 36 of the Articles of Association of the Company and the Buy-Back Regulations, in the manner and on such terms and conditions as determined by the Board of Directors of the Company (the "Board") and disclosed in this Announcement. Proposed time Table : Date of opening of the Buy-back : August 31, 2009. Last Date for the completion of Buy Back : February 12, 2010 (i.e. as per Board Resolution). However, the Board in its absolute discretion may decide to close the Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased under the Buy-back, even if the Maximum Offer Size has not been reached or the Maximum Offer Shares have not been bought back, by giving appropriate notice of such date and completing all formalities in this regards as per relevant laws and regulations. There would be a completion of all payments obligations in respect of the Buy-back prior to the last date of the Buy-back. A copy of the Public Notice cum Public Announcement shall be available on the NSE website (
http://www.nseindia.com) under Corporates > Latest Announcements and on the Extranet Server (/Common/Corporate Announcements). For more details click here.
