ICICI Securities Ltd (Manager to the Open Offer) on behalf of DENSO Corporation, Japan (Acquirer) has informed this Public Announcement (PA) to the the public shareholders of Denso India Ltd (Target Company”) in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) in respect of the proposed acquisition and delisting of fully paid-up equity shares of the Company (Offer”/“Delisting Offer”).<BR><BR>The Delisting Offer:<BR><BR>The paid-up equity share capital of the Company (the “Equity Capital”) is Rs. 278,796,440/- comprising of 27,879,644 fully paid-up equity shares having face value of Rs. 10/- each (Equity Shares). The Equity Shares are listed on the BSE Limited (the “BSE”), Delhi Stock Exchange Limited (the “DSE”) and Madras Stock Exchange Limited (the “MSE”) (“Stock Exchanges”). Further the Equity Shares of the Company are permitted to be traded by National Stock Exchange of India Limited (the “NSE”)<BR><BR>The Acquirer is making this Public Announcement to the public shareholders of the Company (defined to mean all the shareholders of the Company other than the promoters and hereinafter referred to as the “Public Shareholders”) to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, up to 7,398,019 Equity Shares, representing 26.54% of the Equity Capital (the “Offer Shares”). Consequent to the Delisting Offer and upon the combined shareholding of the Acquirer and the other promoters of the Company reaching a minimum of 90% of the Equity Capital and fulfillment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from the BSE, DSE and MSE in accordance with the Delisting Regulations and withdraw permitted to trade status from NSE.<BR><BR>On April 26, 2013, Acquirer intimated its intention to make the Delisting Offer to the Company and requested the board of directors of the Company (the “Board of Directors”) to convene a meeting to consider the proposal of delisting, to place the proposal of delisting before the shareholders of the Company for their consideration and approval by a special resolution passed through postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations, and to seek in-principle approval of the BSE, DSE and MSE for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations.<BR><BR>The Board of Directors vide its resolution dated April 27, 2013, approved the proposal received from the Acquirer to initiate the Delisting Offer in accordance with the provisions of the Delisting Regulations, subject to applicable law, approval of the shareholders of the Company and in-principle approval of the BSE, DSE and MSE. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on June 17, 2013 and notified to the Stock Exchanges on June 17, 2013, approving the proposed delisting of the Equity Shares from the BSE, DSE and MSE in accordance with the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were 3,308,657, being more than two times the number of votes cast by the Public Shareholders against it (i.e. 230,579). The BSE, DSE and MSE have issued their in-principle approvals for the Delisting Offer, subject to compliance with the Delisting Regulations, vide their letter dated July 26, 2013, July 29, 2013 and June 26, 2013, respectively.<BR><BR>Subsequently, the Acquirer has vide their letter dated July 17, 2013 informed the Board of Directors that after considering the prevailing market conditions and for providing good exit opportunity to Public Shareholders, they are willing to accept Equity Shares tendered in the delisting offer at a price of Rs. 95/- per Equity Share (the “Indicative Price”). The Indicative Offer Price is a premium over the floor price (i.e. Rs. 59.70 per share).<BR><BR>In accordance with the applicable provisions of Regulation 15 (3) of the Delisting Regulations, the floor price for the Offer per Equity Share was determined by the Acquirer to be Rs. 59.70/- (Rupees Fifty Nine Seventy Paise Only) (the “Floor Price”).<BR><BR>The Equity Shares are presently listed and traded on the BSE, DSE and MSE.<BR><BR>Further, the Equity Shares of the Company are permitted to be traded by NSE.<BR><BR>The Equity shares are sought to be delisted from BSE, DSE and MSE and the permitted to trade status withdrawn from NSE.<BR><BR>Proposed Time Table for the Delisting Offer:<BR><BR>The proposed timetable for the Delisting Offer is as follows:<BR><BR>Resolution for delisting of Equity Shares passed by the Shareholders of the Company - June 17, 2013<BR><BR>Publication of Public Announcement by the Acquirer - August 13, 2013<BR><BR>Specified Date - August 16, 2013<BR><BR>Dispatch of Bid Letter/ Bid Forms to Public Shareholders as on the Specified Date - August 21, 2013<BR><BR>Bid Opening Date (10.00 a.m.) - September 17, 2013<BR><BR>Last date for upward revision or withdrawal of Bids (3.00 p.m.) - September 20, 2013<BR><BR>Bid Closing Date (3.00 p.m.) - September 23, 2013<BR><BR>Last date for making Public Announcement of Discovered Price/ Exit Price and Acquirer’s acceptance/ rejection of Discovered Price/ Exit Price - October 04, 2013<BR><BR>Last date for payment of consideration for the Offer Shares to be acquired in case of a successful Delisting Offer* - October 08, 2013<BR><BR>Last date for return to Public shareholders of Offer Shares tendered but not acquired under the Delisting Offer - October 08, 2013<BR><BR>* Subject to the acceptance of the Discovered Price (if it is higher than the Floor Price) or offer of an Exit Price higher than the Discovered Price by the Acquirer.