JM Morgan Stanley Pvt Ltd ("Manager to the Offer") on behalf of Luxottica Group S.p.A and Ray Ban Indian Holdings Inc (the "Acquirers") has issued this Public Announcement to the equity shareholders of Rayban Sun Optics India Ltd ("Target Company"), which is in continuation of and should be read in conjunction with the original Public Announcement dated January 25, 2007 & the subsequent Public Announcements dated April 06, 2007 and April 16, 2007 and Letter of Offer dated April 14, 2007. The shareholders of the Target Company are requested to note the following:
1. Upward revision in Size of the Offer:
In accordance with Regulation 26 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover), Regulation 1997 ("Regulations"). Acquirers are making an upward revision in size of the Offer from 4,895,900 Equity Shares, representing 20.00% of the equity share capital of the Target Company to 7,545,200 Equity Shares, representing 30.82% of the equity share capital of the Target Company ("Revised Offer"). Under the Revised Offer, the offer price of Rs 104.30 per equity share payable in cash will remain unchanged. Under the Revised Offer, for Continuing Shareholders the Offer price of Rs 185.25 per Equity Share (comprising of the Offer Price of Rs 104.30 per Equity Share and interest of Rs 80.95 per Equity Share) payable in cash will also remain unchanged.
2. Statutory Approvals
i. The Reserve Bank of India ("RBI") vide letter dated March 03, 2007, has given its no objection for effecting the transfer of 4,895,900 Equity Shares to be purchased from the shareholders of the Target Company under the Offer as per the instructions contained in A.P. (DIR Series) Circular no 16 dated October 04, 2004.
ii. Due to upward revision in size of the Offer, the Acquirers will make necessary application to the RBI for its approval for the transfer of additional 2,649,300 Equity Shares to be acquired in the Offer from the shareholders of the Target Company. Acquisition of additional equity shares under the offer is subject to receipt of such approval from the RBI. To the Best of the knowledge of the Acquirers, no other statutory or regulatory approval is required for it to proceed with this Revised Offer. If any other approvals are required subsequently, the Offer would be subject to obtaining of such additional approvals.
The terms used but not defined in this Public Announcement shall have the same meaning assigned to them in the PA & the Letter of Offer.