Hem Securities Limited (Manager to the Delisting Offer) have submitted a Copy of Public Announcement regarding Delisting of Equity Shares of Shantivijay Jewels Limited (Target Company) .This Public Announcement (Public Announcement / PA) has been issued by Mrs. Rajrani Godha Mr. Pradeepkumar Godha and Mr. Anurag Godha (collectively referred to as the Acquirers) to the public shareholders of Shantivijay Jewels Limited (SJL / Target Company) in respect of the proposed acquisition and delisting of the fully paid up equity shares of the Company in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Delisting Regulations) and in accordance with the terms and conditions set out herein below (hereinafter referred to as the Delisting Offer / Offer).<BR><BR>BACKGROUND OF THE DELISTING OFFER<BR><BR>i) The Acquirers belong to the Promoter and Promoter group and are disclosed under ?Promoter and Promoter Group? of the Company in terms of the latest disclosure made by the Company under Clause 35 of the Listing Agreement. The Acquirers along with other members of the Promoter and Promoter Group hold 2611606 fully paid up Equity Shares having face value of Rs. 10.00 each representing 87.00% of the paid up Equity Capital of the Company.<BR><BR>ii) The Acquirers through this Delisting Offer seek to acquire all outstanding Shares held by the public shareholders (defined to mean all the shareholders of the Company other than the members of promoters and promoter group and hereinafter referred to as the ?Public Shareholders?) being 390394 Equity Shares (?Offer Shares?) representing 13.00% of the Company?s Equity Capital. Consequent to the successful completion of the Delisting Offer by acquiring at least 50% of the Offer shares (195197 Equity Shares) in terms of Regulation 17(b) of Delisting Regulations and fulfillment of other conditions stipulated under the Delisting Regulations the Company will seek to voluntary delist the Equity Shares of the Company from BSE in accordance with the provisions of the Delisting Regulations.<BR><BR>iii) On May 30 2013 the Acquirers intimated their intention regarding the voluntary delisting of Equity Shares from BSE by making the Delisting Offer to the Board of Directors (?Board?) of the Company in accordance with Delisting Regulations (?Delisting Proposal?) for their approval and requested the Board to seek approval of the shareholders of the Company for the proposed delisting by way of a special resolution through postal ballot in terms of Regulation 8(1)(b) of the Delisting Regulations and to seek In-principle approval of BSE for the Delisting Proposal in terms of Regulation 8(1)(c) of the Delisting Regulations. The Acquirers also submitted a letter to the Company received from other members of the promoter group consenting to (i) the Delisting Proposal; (ii) aggregate all the Shares owned by them along with the Shares owned by the Acquirers for the purpose of determining the success of the Delisting Offer under the Delisting Regulations and; (iii) not<BR>to participate in the Delisting Offer.<BR><BR>DETERMINATION OF THE FLOOR PRICE<BR><BR>i) The Acquirers propose to acquire the Offer Shares of the Company from the Public Shareholders pursuant to the Reverse Book Building Process in the manner specified in Schedule II of the Delisting Regulations (?Reverse Book Building?/?RBB?).<BR><BR>ii) Under the Delisting Regulations Regulation 15 prescribes separate modes of determination of the floor price for frequently and infrequently traded equity shares. As per the available trading data the Equity Shares are infrequently traded on the BSE Limited within the meaning of explanation to Regulation 15 (2) of the Delisting Regulations.<BR><BR>iii) Regulation 15(2)(b) provides that if the equity shares of a company were infrequently traded in all the recognized stock exchanges where they are listed the floor price shall be determined in accordance with the provisions of sub-regulation (3) of Regulation 15.<BR><BR>iv) Regulation 15(3) provides that the floor price shall be determined by the promoter and the merchant banker taking into account the highest price paid by the promoter for acquisitions if any of equity shares of the class sought to be delisted including by way of allotment in a public or rights issue or preferential allotment during the twenty six weeks period prior to the date on which the recognised stock exchanges were notified of the board meeting in which the delisting proposal was considered and after that date up to the date of the public announcement; and other parameters including return on net worth book value of the shares of the company earning per share price earning multiple vis-?-vis the industry average.<BR><BR>PROPOSED TIMETABLE FOR THE OFFER<BR><BR>Specified Date for determining the names of the Public Shareholders to whom the Offer Letters shall be sent : November 17 2014<BR><BR>Completion of Dispatch of Letter of Offer / Bid Forms to Public Shareholders as on<BR>Specified Date : November 22 2014<BR><BR>Bid Opening Date (10.00 a.m.) : December 1 2014<BR><BR>Last Date of Revision (upwards) or withdrawal of Bids by the Public Shareholders : December 4 2014