REG - Bajaj Hldgs & Inv - Cancellation (Delisting) of GDRs <Origin Href="QuoteRef">BJAT.NS</Origin>

Bajaj Holdings And InvestmentAnnouncement

21/02/2017 08:40

RNS Number : 4151X
Bajaj Holdings & Investment Ltd
21 February 2017
21 February 2017
NOTICE PURSUANT TO LR 5.2.8 - FINANCIAL CONDUCT AUTHORITY 
Sub: Delisting of Global Depository Receipts of Bajaj Holdings & Investment Limited
NOTICE is hereby given that Bajaj Holdings & Investment Limited ("BHIL" / the "Company") intends to delist and cancel the Company's Global Depository Receipts representing interests in the Company's ordinary shares ("GDRs") on the Official List, which will result in the cancellation of the trading of its GDRs on the London Stock Exchange. Such delisting is expected to take effect from 24 March 2017. 
This announcement is given in fulfillment of the obligation under Listing Rule 5.2.8.
1. Name of issuer
Bajaj Holdings & Investment Limited
2. Securities subject to delisting
For Regulation S GDRs
Symbol: BAUD
ISIN number: US0571002080
SEDOL:4039077
For Regulation 144A GDRs 
Symbol: BAUA
ISIN number:US0571001090
SEDOL:2071833
Each GDR represents one equity share with nominal value of Rs. 10/- each. 
3. Background and Reason for delisting
The GDRswereissuedby Bajaj Holdings & Investment Limited (erstwhile Bajaj Auto Limited) in November 1994, primarilyas a mechanism for international investors to invest in the Company stocks. Currently, these GDRs are listed on the Professional Securities Market (the "PSM")of theLondon Stock Exchange (the "LSE") and most of the GDRshave been convertedtoBHIL's ordinary shareson National Stock Exchange of India Ltd. & BSE Ltd. (the "theIndian Stock Exchanges"),where there is a significantlyhighertrading, as against trading on LSE.
The Company has therefore decided to terminate the GDR listing as there is insignificant trading of GDRs on the LSE.Deutsche Bank, has in this regard given notice of termination of the programme to the GDR holders on 12 January 2017, a copy of which is enclosed. 
The Company feels that no useful purpose is being served for the Company or its investors by continuing listing and steps should be taken for delisting the said GDRs from LSE. The Company believes that such delisting would cause no or minimal inconvenience to the Company's shareholders and investors.
4. Date of Suspension/cancellation
The delisting of the Company's GDR is expected to take effect by 24 March 2017 ("delisting date")
5. Regulated Investment Exchange on which securities are traded
The Company maintains its Primary Listing on BSE Limited and National Stock Exchange of India Limited, the leading stock exchanges in India.
6. Name and Contact details of the concerned person
Mrs. Vallari Gupte
Company Secretary, 
Bajaj Auto Limited Complex,
Mumbai-Pune Road, 
Akurdi, Pune - 411035
India
Phone - +91 20 - 6610 7150
Fax - +91 20 27407380
Thanking you,
Yours faithfully,
for Bajaj Holdings & Investment Limited
Vallari Gupte
Company Secretary
Encl. As above
Corporate Action - January 12, 2017
Corporate Action Notice to holders of Global Depositary Receipts 
Bajaj Holdings & Investment Ltd 
In accordance with the provisions of the Deposit Agreement between the above-referenced issuer and Deutsche Bank Trust Company Americas, as Depositary (the "Depositary"), the Depositary hereby notifies registered holders of GDRs that the Company has terminated the Deposit Agreement effective at the close of business New York time on March 20, 2017 (the "Termination Date"). 
During the period beginning on the date hereof and ending on the Termination Date, each registered holder of GDRs shall be entitled to obtain delivery of the Deposited Property relating to each GDR held by it, subject to and upon compliance with the provisions of Clause 11 of the Deposit Agreement, and further upon payment by the Holder of the $0.05 per GDR fee owing under Condition 16(A)(i) and any other fees and amounts owing pursuant to the Deposit Agreement. Holders are advised that if any GDRs remain outstanding after the Termination Date, the Depositary shall, if possible, as soon as reasonably practicable sell the Deposited Property then held by it under the Deposit Agreement and shall not register transfers, shall not pass on dividends or distributions or take any other action, except that it will deliver the net proceeds of any such sale (after deduction of the $0.05 per GDR cancellation fee and such other amounts owing pursuant to the Deposit Agreement), together with any other cash then held by it under the Deposit Agreement pro rata to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Deposited Property which is evidenced by the GDRs of which they are Holders. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement and the Conditions, except its obligations to account to Holders for such net proceeds of sale and other cash comprising the Deposited Property without interest. 
Holders are strongly urged to cancel their GDRs prior to the Termination Date. It is anticipated that Indian withholding tax at the maximum rate (currently 43.26%) will apply to the gross proceeds from any sale of Deposited Securities prior to the Depositary then deducting the fees and expenses owing under the Deposit Agreement and that no tax reclamation process with the Income Tax Authorities of India or otherwise will be available through the Depositary or its agents in connection therewith. . 
Depositary Receipt Information Contacts 
Certain of these securities may not have been registered under the US Securities Act of 1933 (the "Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act. The investment or investment service that is the subject of this announcement is not available to retail clients as defined by the UK Financial Conduct Authority. This announcement has been approved and/or communicated by Deutsche Bank AG London. The services described in this notice are provided by Deutsche Bank Trust Company Americas (Deutsche Bank) or by its subsidiaries and/or affiliates in accordance with appropriate local registration and regulation. Deutsche Bank as the Depositary may use brokers, dealers or other service providers that are affiliates or other divisions of Deutsche Bank and that may earn fees and commissions. Deutsche Bank as the Depositary may pay a rebate to brokers in connection with the issuance of unsponsored depositary receipts. Deutsche Bank disclaims all responsibility regarding whether such broker discloses or passes all or a portion of such rebate to holders or beneficial owners of such depositary receipts. The above information is being provided solely for informational purposes by Deutsche Bank. Deutsche Bank does not warrant or guarantee the accuracy or completeness of, and does not undertake an obligation to update or amend, this announcement. Neither this announcement nor the information contained herein constitutes an offer or solicitation by Deutsche Bank or any other issuer or entity for the purchase or sale of any securities nor does it constitute a solicitation to any person in any jurisdiction where solicitation would be unlawful. This material shall not be construed as investment or legal advice or a recommendation, reference or endorsement by Deutsche Bank. Deutsche Bank as the Depositary provides no advice, recommendation or endorsement with respect to any company or security. No part of this announcement may be copied or reproduced in any way without the prior written consent of Deutsche Bank. Past results are not an indication of future performance. Copyright  January 2017 Deutsche Bank AG. All rights reserved. 
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