Hira Ferro Alloys: Delisting Offer

Motilal Oswal Investment Advisors Pvt Ltd ('Manager to the Offer') on behalf of Hira Infra-Tek Ltd (the ?Acquirer?), has informed BSE about this Public Announcement issued to a member of the promoter group of Hira Ferro Alloys Ltd ('Target Company'), in respect of the proposed acquisition and voluntary delisting (?Delisting Offer?) of the equity shares of the Company pursuant to Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and subsequent amendments thereof ('Delisting Regulations').

The issued, subscribed and paid-up equity share capital of the Company ('Equity Share Capital') is Rs.19,58,85,000 (Rupees Nineteen crore fifty eight lacs eighty five thousand), comprising of 195,88,500 (One crore ninety Five lacs eighty eight thousand five hundred) fully paid-up equity shares having face value of Rs. 10/- (Rupees ten) each (?Equity Shares?). The Equity Shares of the Company are listed on the BSE Ltd ('BSE') and the Madhya Pradesh Stock Exchange Ltd ('MPSE') (together referred to as 'Stock Exchanges'). The equity shares of the Company are traded on the National Stock Exchange of India Ltd ('NSE') under the permitted securities category through MPSE.

The Acquirer is making this Public Announcement to the public shareholders (defined to mean all the shareholders
other than the Acquirer and other members of the promoter and promoter group of the Company, and hereinafter
referred to as ?Public Shareholders?): (i) to acquire, in accordance with the Delisting Regulations and on the terms and subject to the conditions set out in paragraph 11 (Conditions to the Delisting Offer), up to 53,74,218 (Fifty three lacs seventy four thousand two hundred and eighteen) Equity Shares representing 27.44% of the Equity Share Capital of the Company (?Offer Shares?) from the Public Shareholders, (ii) to delist the Equity Shares from the Stock Exchanges, pursuant to the Delisting Regulations, and (iii) to withdraw the permitted to trade status of the Equity Shares of the Company from the NSE (traded through MPSE) (referred to as the ?Delisting Offer?). Consequent to the Delisting Offer and upon the number of Equity Shares acquired in the offer being a minimum of 34,15,368 (Thirty four lacs fifteen thousand three hundred and sixty eight) Equity Shares and fulfillment of other conditions stipulated under the Delisting Regulations and this Public Announcement, the Company will seek to voluntarily delist its Equity Shares from the Stock Exchanges and to withdraw permitted to trade status of the Equity Shares of the Company from the NSE (traded through MPSE).

The Board at its meeting held on February 08, 2014, approved the proposal received from the Acquirer to initiate the Delisting Offer in accordance with the Delisting Regulations, subject to applicable law and to seek approval of the shareholders of the Company. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on March 25, 2014, and notified to BSE and MPSE on March 25, 2014, approving the proposed voluntary delisting of the Equity Shares from the BSE and MPSE in accordance with the Delisting Regulations.

Subsequently, the Acquirer vide its letter dated May 15, 2014 informed the Company that, after considering prevailing market conditions and with a view to reward Public Shareholders, it was willing to accept Offer Shares tendered in the Delisting Offer at a price of Rs. 21.50/- per equity share (?Indicative Offer Price?).

The floor price for the reverse book building process in terms of Regulation 15(2) of the Delisting Regulations has been determined by the Acquirer to be Rs. 20.58/- (Rupees twenty and fifty eight paise) (?Floor Price?) per Equity Share.

The Acquirer shall announce the Discovered Price and its decision to accept or reject the Discovered Price and if accepted also announce the Exit Price as applicable, in the same newspapers in which the PA appears, in accordance with the timetable.

Proposed Timetable for the Delisting Offer

Specified Date - May 16, 2014

Bid Opening Date (10.00 am) - June 12, 2014

Bid Closing Date (3.00 pm) - June 18, 2014