The Board of directors of Infosys Ltd, at their meeting held on January 10-11, 2019 have approved, for the purposes of implementation of the Capital Allocation Policy, a proposal for the Company to buyback its own fully paid-up equity shares of face value of Rs. 5 each ("Equity Shares") from the equity shareholders of the Company (other than the Promoters, the Promoter Group and persons in control of the Company), being 14.54% of its paid-up share capital and free reserves as on December 31, 2018 (on a standalone basis), for an amount, payable in cash, aggregating up to Rs. 8,260 crore (Rupees Eight Thousand Two Hundred and Sixty only) ("Maximum Buyback Size"), which is less than 15% of the aggregate of the total paid-up share capital and free reserves of the Company, based on the latest audited financial statements of the Company as at December 31, 2018 (on a standalone basis), for a price not exceeding Rs. 800/- (Rupees Eight Hundred only) per Equity Share ("Maximum Buyback
Price"), through the open market route through the Indian stock exchanges, in accordance with the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (as amended) ("Buyback Regulations") and the Companies Act, 2013 and the rules made thereunder ("Buyback").
ADS holders are permitted to convert their ADS into Equity Shares, and, subsequently, opt to sell such Equity Shares on the Indian stock exchanges during the Buyback period.
The Maximum Buyback Size does not include any expenses or transaction costs incurred or to be incurred for the Buyback, such as, brokerage, filing fees, advisory fees, intermediaries' fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, etc., and other incidental and related expenses.
At the Maximum Buyback Price and the Maximum Buyback Size, the indicative maximum number of Equity Shares bought back would be 103,250,000 Equity Shares ("Maximum Buyback Shares"), comprising approximately 2.36% of the paid-up capital of the Company as of December 31, 2018 (on a standalone basis). If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the Maximum Buyback Shares, but will always be subject to the Maximum Buyback Size. The Company shall utilise at least 50% of the amount earmarked as the Maximum Buyback Size for the Buyback, i.e. Rs. 4,130 crore (Rupees Four Thousand One Hundred and Thirty Crore only) ("Minimum Buyback Size"). Based on the Minimum Buyback Size and Maximum Buyback Price, the Company would purchase a minimum of 51,625,000 Equity Shares.
The Board has constituted a buyback committee ("Buyback Committee"), comprising the Chief Operating Officer, the Chief Financial Officer, the Deputy Chief Financial Officer, the General Counsel and the Company Secretary of the Company. The Buyback Committee has the power 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.
The Buyback is subject to the approval of the members of the Company by way of a special resolution through postal ballot (the "Postal Ballot") and all other applicable statutory/ regulatory approvals. The public announcement setting out the process, timelines and other statutory details of the Buyback will be released in due course, in accordance with the Buyback Regulations.
Shares of INFOSYS LTD. was last trading in BSE at Rs.683.7 as compared to the previous close of Rs. 679.75. The total number of shares traded during the day was 965600 in over 12333 trades.
The stock hit an intraday high of Rs. 686 and intraday low of 672.8. The net turnover during the day was Rs. 655479670.