Reliance Infrastructure - Buy Back Offer

JM Financial Consultants Pvt Ltd ("Manager to the BuyBack") on behalf of Reliance Infrastructure Ltd ("Target Company") has issued this Public Announcement to the Shareholders / Beneficial Owners of the Equity Shares of the Target Company, in compliance with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, as amended. The Buy Back Offer Reliance Infrastructure Ltd (formerly known as Reliance Energy Ltd) (the "Company" or "RInfra") had obtained an approval pursuant to a resolution ("Board Resolution") passed by the Board of Directors of the Company at its meeting held on March 5, 2008 ("Board Meeting") and in accordance with the provisions of Sections 77A, 77AA and 77B of the Companies Act, 1956 (the "Act") and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (the "Buy-back Regulations") inter alia to buy-back the Company's fully paid-up equity shares of face value of Rs 10 each ("Equity Shares"), at a price not exceeding Rs 1,600 per Equity Share and up to 10% of the total paid-up equity share capital as on the date of Board Meeting and free reserves of the Company as on March 31, 2007, the Latest audited financials as on the date of the Board Meeting, i.e. Rs 800.06 crore (the "Concluded Buy-back"). Pursuant to the Board Meeting, the Company had by way of a public notice cum public announcement dated March 6, 2008 and a corrigendum dated March 21, 2008 announced the Concluded Buy-back from the open market through stock exchanges using the electronic trading facilities of the Bombay Stock Exchange Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (together the "Stock Exchanges"). The Concluded Buy-back was open from March 25, 2008 till February 6, 2009 and the Company bought-back 87,60,000 Equity Shares and utilized an amount of Rs 795.53 crore. The Board of Directors of the Company at its meeting held on March 5, 2008 also approved obtaining of the shareholders' approval by way of postal ballot for buy-back of Equity shares up to an amount not exceeding in the aggregate 25% of the paid-up equity share capital and free reserves (including securities premium) of the Company. The members of the Company by passing a special resolution by way of postal ballot on April 17, 2008 and in accordance with the provisions of Sections 77A, 77AA and 77B of the Act and the Buy-back Regulations ("Shareholder Resolution"), inter alia, approved the Buy-back of additional Equity Shares, at a price not exceeding Rs 1,600 per Equity Share and up to 25% of the total paid-up equity share capital as on the date of the Board Meeting and free reserves of the Company as on March 31, 2007, the latest audited financials as on the date of the Board Meeting, being Rs 2000.14 crore (including the amount utilised under the Concluded Buy-back). The Shareholder Resolution authorised the Board of Directors of the Company to determine the price and the number of Equity Shares to be bought back, from time to time and within the limits as mentioned in the Shareholder Resolution. In pursuance of the Shareholder Resolution and within the limits approved therein, the Board of Directors of the Company have passed a resolution on February 11, 2009, to undertake the Buy-back of additional Equity Shares at a price not exceeding Rs 700 per Equity Share ("Maximum Offer Price") and an amount not exceeding Rs 700 crore ("Maximum Offer Size"). By way of this public announcement ("Public Announcement"), the Company announces the buy-back of additional Equity Shares as approved by the Shareholder Resolution and the Board of Directors of the Company on February 11, 2009, at a price not exceeding the Maximum Offer Price and for an aggregate amount not exceeding the Maximum Offer Size, hereafter refer to as "Proposed Buy-back". The Proposed Buy-back will be implemented by the Company by way of open market purchases through the BSE and the NSE. The Company shall not buy back its Equity Shares from any person through negotiated deal whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the Proposed Buy-back. Further, as required under the Act and the Buy-back Regulations, the Company shall not purchase Equity Shares which are partly paid-up, Equity Shares with call-in-arrears, Locked-in or non-transferable Equity Shares in the Proposed Buy-back till they become fully paid-up, or till the pendency of the Lock-in or till the Equity Shares become transferable. The Company will purchase a minimum number of 25,00,000 Equity Shares ("Minimum Offer Shares") and maximum number of 1,00,00,000 Equity Shares ("Maximum Offer Shares") in the Proposed Buy-back, subject to the market price of the Equity Shares being less than the Maximum Offer Price. The Minimum Offer Shares is in addition to the 87,60,000 Equity Shares purchased by the Company pursuant to the Concluded Buy-back. Further, as stipulated in the Act, the Company can buy-back up to 25% of the total paid-up equity share capital of the Company in a financial year. Further, the maximum number of Equity Shares bought-back shall be subject to (i) such Equity Shares that may be bought-back not exceeding the Maximum Offer Shares (ii) the aggregate consideration payable pursuant to the Proposed Buy-back not exceeding the Maximum Offer Size and (iii) the increase in shareholding of promoter/promoter group/persons acting in concert/persons in control not being in violation of applicable limits specified under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended. Proposed time table Board Meeting approving Proposed Buy-back - March 5, 2008 Shareholders Resolution approving Proposed Buy-back - April 17, 2008 Date of opening of the Proposed Buy-back - February 24, 2009 Acceptance of Equity Shares - Within 15 days of the relevant payout dates of the Stock Exchanges Extinguishment of Equity Shares - Within 15 days of acceptance as above Last Date for the Proposed Buy-back - April 16, 2009 (i.e. 12 months from the Shareholder Resolution). The Board in its absolute discretion may decide to close the Proposed Buy-back at an earlier date in the event the Minimum Offer Shares have been purchased under the Proposed Buy-back, even if the Maximum Offer Size has not been reached or Maximum Offer Shares have not been bought-back, by giving an appropriate notice for such date and completing all formalities in this regard as per relevant laws and regulations. There would be a completion of all payment obligations in respect of the Proposed Buy-back prior to the last date of the Proposed Buy-back.