MindTree Limited - BUY Back

MindTree Limited - BUY Back

Cash offer to buyback not exceeding 42,24,000 (forty two lakhs and twenty four thousand only) fully paid-up equity shares of face value of rs. 10/- each, representing 2.51% of the total number of equity shares in the issued, subscribed and paid-up equity share capital of the company, from all the existing shareholders / beneficial owners of equity shares of the company as on the record date i.e. july 11, 2017, on a proportionate basis by way of a tender offer route through stock exchange mechanism at a price of rs. 625/- (rupees six hundred and twenty five only) per equity share for an aggregate amount not exceeding rs. 264,00,00,000/- (rupees two hundred and sixty four crores only)

1) The Buyback is in accordance with Article 52 of the Articles of Association of the Company and subject to the provisions of Section 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and in compliance with Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 including any amendments, statutory modifications or re-enactments thereof, for the time being in force and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India, National Stock Exchange of India, BSE Limited, Reserve Bank of India, etc.

2) The Buyback Offer Size is 9.61% and 9.97% of the fully paid-up equity share capital and free reserves as per the audited standalone and consolidated accounts, respectively of the Company for the financial year ended March 31, 2017 (the last standalone and consolidated audited Financial Statements available as on the date of Board meeting recommending the proposal of Buyback) and is within the statutory limits of 10% of the fully paid-up equity share capital and free reserves as per the last audited accounts of the Company.

3) This Letter of Offer is sent to the Equity Shareholder(s) / Beneficial Owner(s) of Equity Shares of the Company as on the Record Date i.e. July 11, 2017.

4) The procedure for tender and settlement is set out in Paragraph 24 of this Letter of Offer. The Form of Acceptance cum Acknowledgement (“Tender Form”) is enclosed together with this Letter of Offer.

5) For mode of payment of consideration to the Eligible Seller, please refer to Paragraph 24(23) of the Letter of Offer.

6) A copy of the Public Announcement issued on June 30, 2017, Corrigendum to the Public Announcement, Letter of Offer (including Tender Form) and Draft Letter of Offer shall be available on the website of Securities and Exchange Board of India - http://www.sebi.gov.in

7) Eligible Sellers are advised to refer to Paragraph 20 (Statutory Approvals) and Paragraph 25 (Note on Taxation) of the Letter of Offer before tendering their Equity Shares in the Buyback.

BUYBACK OPENS ON: FRIDAY

How To Apply in Buyback: