Suashish Diamonds: Delisting Offer

Inga Capital Pvt Ltd ('Manager to the Offer') has informed BSE about the following:

Mr. Ashish R Goenka ('Acquirer') has informed this Public Announcement ('PA') to the Equity shareholders of Suashish Diamonds Ltd ('Target Company' / 'Company'), in respect of the proposed acquisition and delisting of the fully paid-up equity shares of the Company, pursuant to regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (?Delisting Regulations?).

Delisting Offer:

The Acquirer seeks to acquire 21,94,500 Equity Shares of Rs. 10/- each of the Company (?Equity Shares?) representing 10.57% of the outstanding Equity Shares of the Company (?Offer Shares?) from the public shareholders (defined to mean all the shareholders other than the Acquirer and other members of the promoter & promoter group of the Company, (?Public Shareholders?) and proposes to delist the Equity Shares of the Company from BSE Limited (?BSE? / ?Stock Exchange?) pursuant to the Delisting Regulations (?Offer? / ?Delisting Offer?).

On May 06, 2013, the Acquirer had informed the Company of his intention to make the Delisting Offer and requested the board of directors of the Company to take all actions required of them under the Delisting Regulations.

The board of directors of the Company at their meeting held on May 11, 2013, approved the proposal received from the Acquirer to initiate the Delisting Offer in accordance with the Delisting Regulations, subject to applicable law and approval of the shareholders of the Company. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on July 08, 2013, and notified to Stock Exchange on July 08, 2013, approving the proposed voluntary delisting of the Equity Shares from the Stock Exchange in accordance with the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were 11,80,367 Equity Shares, being more than two times the number of votes cast by the Public Shareholders against the Delisting Offer (25,737 Equity Shares). BSE has issued its in-principle approval to the Delisting Offer
subject to compliance with the Delisting Regulations, vide its letter dated March 27, 2014.

As per the explanation to regulation 15(2) of the Delisting Regulations, the Equity Shares of the Company are infrequently traded. Therefore, in accordance with the applicable provisions of regulation 15(3) of the Delisting Regulations, the floor price for the Equity Shares was determined by the Acquirer in consultation with Manager to the Offer to be Rs. 230/- (Rupees Two Hundred and Thirty only) per equity share (?Floor Price?).

Proposed Time Table for the Offer

Date of publication of the PA - April 18, 2014

Specified Date for determining the names of shareholders to whom the Offer Letter shall be sent - April 21, 2014

Dispatch of Offer Letter / Bid Forms to Public Shareholders as on Specified Date - April 29, 2014

Bid Opening Date (10.00 am) - May 13, 2014

Last Date of Revision (upwards) or withdrawal of bids - May 15, 2014

Bid Closing Date (3.00 pm) - May 16, 2014

Announcement of Discovered Price / Exit Price and the Acquirer?s Acceptance / Non-acceptance of Discovered Price / Exit Price - May 28, 2014

Final date of payment of consideration# - May 30, 2014

Return of Offer Shares to shareholders in case of failure of Delisting Offer / bids have not been accepted - May 30, 2014

#Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer.