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Nucleus Software Exports Limited board approves buy back at Rs. 700 per share

Posted On: 2021-09-24 22:33:46 (Time Zone: IST)

The Board of Directors of Nucleus Software Exports Limited at its meeting held today i.e., September 24, 2021 has considered and approved the proposal for Buyback of its own fully paid equity shares of Rs. 10/- each ("Equity Shares") from the equity shareholders of the Company as on the record date, to be announced later ("Record Date"), on a proportionate basis through the Tender Offer route (hereinafter referred to as the "Buyback") in accordance and consonance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 ("Buy-back Regulations") and the Companies Act, 2013 ("Act") (including any statutory modification(s) or re-enactment of the Act or Buy-back Regulations, for the time being in force), subject to the shareholders' approval.

i. Number of securities proposed for buyback, percentage as to existing paid-up capital of the Company and Buyback price: The Company proposes to buy-back upto 22,67,400 (Twenty Two Lakh Sixty Seven Thousand and Four Hundred) Equity Shares ("Maximum Buy Back Shares") of Rs. 10/- each, comprising of 7.81% of the total paid-up equity capital of the Company, from the equity shareholders of the Company as on the record date, at a price of Rs.700/- (Rupees Seven Hundred Only) per Equity Share ("Maximum Buyback Offer Price"), for an aggregate amount not exceeding Rs. 1,58,71,80,000/- (Rupees One Hundred Fifty Eight Crore Seventy One Lakh Eighty Thousand Only) (hereinafter referred to as the "Buyback ("Maximum Buy Back Size"), (being less than 25% of the total paid-up equity capital and free reserves of the Company based on both audited standalone financial statements and audited consolidated financial statements of the Company as on March 31, 2021). This Maximum Buyback Size does not include any expenses incurred or to be incurred for the Buyback like filing fees payable to the Securities and Exchange Board of India, brokerage, applicable taxes (such as income tax, buyback taxes, securities transaction tax, stamp duty and goods and service tax), advisors' fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses.

The Maximum Buyback Size represents 24.90% and 24.01% of the aggregate of the total paidup equity capital and free reserves of the Company based on the audited standalone and consolidated financial statements of the Company, respectively, for last financial year ended on 31st March, 2021.

The public announcement setting out the process, timelines and other requisite details will be released in due course in accordance with the Buyback Regulations. The dates of the Buyback offer will be mentioned in the public announcement.

The Board has approved the appointment of Corporate Professionals Capital Private Limited, a SEBI registered Category I Merchant Banker as the Manager to the Buyback Offer.

The Board has approved the draft postal ballot notice for approving the aforementioned Buy-Back of Equity Shares of the Company. Constituted a Buyback Committee (the "Buyback Committee") and has inter alia delegated its powers to the Buyback Committee to finalize the notice of postal ballot and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback.

Shares of Nucleus Software Exports Ltd was last trading in BSE at Rs. 593.5 as compared to the previous close of Rs. 594.3. The total number of shares traded during the day was 38968 in over 1980 trades.

The stock hit an intraday high of Rs. 602.4 and intraday low of 582.9. The net turnover during the day was Rs. 23112107.

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