Thomas Cook (India) Buyback Review, Offer Details, Price, Dates, Size & more

In this article, we will discuss about Thomas Cook (India) Limited Buyback offer, buyback price, buyback size, Thomas Cook (India) Buyback record date, company financial, buyback necessity and its impact on company.

Thomas Cook (India) Limited Buyback Details

Buyback TypeTender Offer
Opening Date[●]
Closing Date[●]
Buyback Offer AmountRs.150,00,00,000
Buyback No. of Shares2,60,86,956
Face ValueRs.1
Date of Buyback ApprovalFebruary 26, 2020
Date of Public AnnouncementFebruary 28, 2020
Buy Back PriceRs.57.50
Buy Back Premium0.99%
Date of Board MeetingFebruary 26, 2020

Thomas Cook (India) Buyback Opening and Closing Date

The starting and closing date of this buyback is from [●] to [●].

Thomas Cook (India) Buyback Cash Offer

Cash Offer to Buy-back up to 2,60,86,956 fully paid-up equity shares of the Company of face value of Rs.1 each, representing 6.90% of the total number of equity shares.

Thomas Cook (India) Buyback Record Date

The decided record date is March 7, 2020.

Thomas Cook (India) Buyback Price

At a price of Rs.57.50 per Equity Share.

Thomas Cook (India) Buyback Size

At a buyback price of Rs.57.50 payable in cash for an aggregate maximum amount of Rs.150,00,00,000.

Thomas Cook (India) Limited Buyback Acceptance Query

You can check for Buyback Acceptance query here. Just click on the given link and it will redirect you to buyback acceptance query page.


Thomas Cook (India) Limited Buyback Acceptance Ratio

Find profit & profit percentage based on various acceptance rate, The profit is calculated based on 1000 shares.

Acceptance RatioTotal Shares AcceptedBuyback PriceBuyback AmountProfitProfit%
20%20057.51150028006.44%
40%40057.523000560012.87%
60%60057.534500840019.31%
80%80057.5460001120025.75%
100%100057.5575001400032.18%

Profit is calculated from March 7, 2020 share price i.e. Rs.43.5 per share of Thomas Cook (India) Limited.

According to the above table, if a shareowner applies for 1000 shares of Thomas Cook (India) limited & gets 20% acceptance from the company and the owner with 1000 shares will sell 200 shares @ Rs.43.5 per share & receive Rs.2800 as profit amount & 6.44% profit percentage on selling these 200 shares back to the company.

Similarly, if the owner gets 60% acceptance of share from the company, the owner will sell 600 shares @ Rs.43.5 & receive a profit of Rs.8400 @ 19.31% profit percentage.


Thomas Cook (India) Limited Buyback Overview

Thomas Cook (India) BuybackThe Company was incorporated as a private limited company under the Companies Act, 1956 as ‘Thomas Cook (India) Private Limited’ on October 21, 1978 and subsequently converted into a public limited company as ‘Thomas Cook (India) Limited’, and received a fresh certificate of incorporation to this effect on March 12, 1979.

The Company is a leading integrated travel and travel-related services company in India, offering a broad spectrum of facilities that include forex, corporate travel, meetings, incentives, conferences and exhibitions (MICE), leisure travel, visa and passport services and e-business.


Company Finances – Thomas Cook (India) Limited

The brief audited consolidated financial information of the Company for the last three financial years and limited review financial information for the 6 months ended September 30, 2019 are provided below:

[In Rs. Lakhs]

ParticularsFor the period ended Sept 2019 (Limited Review)12 Months period ended March 31
(Audited)
201920182017
Total Income1,49,949.02,31,079.51,94,296.51,73,880.8
Total Expenses (excluding Interest, depreciation)1,40,344.12,21,624.01,87,421.81,67,275.5
Finance Cost2,102.53,751.74,632.75,386.2
Depreciation1,393.51,749.31,836.51,762.3
Profit before tax6,108.93,954.553,841.5(543.2)
Provision for tax
(including Deferred Tax)
2,226.81,307.6698.7292.6
Profit /(Loss) after tax3,882.12,646.953,142.8(835.8)
Equity Share Capital3,709.13,707.33,702.13,667.6
Reserves1,55,801.11,53,068.71,48,466.31,03,929.9
Networth1,59,510.21,56,775.91,52,168.41,07,597.5
Total Debt1,148.0849.214,654.235,350.3

Thomas Cook (India) Limited Buyback Dates

Date of Board Meeting approving the BuybackFebruary 26, 2020
Date of publication of Public Announcement for BuybackFebruary 28, 2020
Record Date for determining the Buyback Entitlement and the names of Eligible ShareholdersMarch 7, 2020
Buyback Opening date[●]
Buyback Closing date[●]
Last Date of verification of Tender Forms by the Registrar[●]
Last date of intimation regarding acceptance / non-acceptance of Tendered Equity Shares to the BSE Limited by the Registrar[●]
*Last date of Settlement of Bids on the BSE Limited[●]
Last date of return of unaccepted Equity Shares by BSE Limited[●]
*Last date of Extinguishment of Equity Shares[●]

Details of Public Announcement

The Public Announcement dated February 27, 2020 was published on February 28, 2020 in the following newspapers, in accordance with Regulation 7(i) of the Buyback Regulations, within two working days from the date of declaration of results of the Postal Ballot or special resolution:

PublicationLanguageEdition
Financial ExpressEnglishAll editions
JansattaHindiAll editions
Mumbai LakshadeepMarathiMarathi Edition

Necessity of Thomas Cook (India) Limited Buyback

The Company’s management strives to increase the Equity Shareholders’ value and the Buyback would result in the following benefits, amongst other things:

  1. The Buyback will help the Company to return cash to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return for them;
  2. The Company believes that this reservation of 15% for Small Shareholders would benefit a large number of the Company’s public shareholders, who would be classified as Small Shareholders;
  3. The Buyback is generally expected to improve financial ratios like earnings per share, return on capital employed and return on equity, calculated on the basis of financial statements, by reduction in the equity base of the Company, thereby leading to long term increase in shareholders’ value;
  4. The Buyback gives the Eligible Shareholders an option to choose either (A) participate in the Buyback and receive cash in lieu of their Equity Shares which are accepted under the Buyback, or (B) not to participate in the Buyback and get a resultant increase in their percentage shareholding in the Company post the Buyback, without additional investment.

Impact of Thomas Cook (India) Limited Buyback on the Company

The Buyback is not likely to cause any material impact on the profitability/earnings of the Company except a reduction in the amount available for investment, which the Company could have otherwise deployed towards generating investment income/treasury income.

The Company believes that the Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations.

The Buyback will not result in a change in control or otherwise affect the existing management structure of the Company.

Salient financial parameters consequent to the Buyback based on the latest audited financial statement of the Company for the half year ended March 31, 2019 are as under:

Parameters (based on audited standalone financial statements for year ended March 31, 2019)Pre Buy-backPost Buy-back
(Assuming Full Acceptance)
Net worth (Rs in Lakhs)156,775.9141,775.9
Return on Net worth (%)1.7%1.9%
Earnings Per Share (Rs)0.70.77
Book Value per Share (Rs)42.341.14
Total Debt / Equity Ratio0.010.01

Basis of Calculating Thomas Cook (India) Buyback Price

The Equity Shares of the Company are proposed to be bought back at the Buyback Price, i.e., Rs. 57.50 (Rupees Fifty Seven and Paise Fifty Only) per Equity Share.

The Buyback Price of Rs. 57.50 (Rupees Fifty Seven and Paise Fifty Only) per Equity Share has been arrived at after considering various factors including, but not limited to, the trends in the volume weighted average prices of the equity shares of the Company on the Stock Exchanges, the net worth of the Company, price earnings ratio and impact on other financial parameters and the possible impact of Buyback on the key financial ratios including the earnings per Equity Share.

The Buyback Price represents

  • Premium of 0.99% and 3.2% over the volume weighted average market price of the Equity Shares on BSE and NSE, respectivelyduring the two months preceding February 20, 2020
  • Premium of 24.33% and 28.80% over the volume weighted average market price of the Equity Shares on BSE and NSE, respectively, during the two weeks preceding February 20, 2020
  • A Premium of 39.90% and 39.39% over the closing market price of the Equity Shares on BSE and NSE, respectively, on the date preceding February 20, 2020
  • Premium of 16.63% and 16.16% over the closing market price of the Equity Shares on BSE and NSE, respectively, on February 20, 2020

Source of Funds for the Buyback

Assuming that the response to the Buyback is to the extent of 100% (full Acceptance), the funds that would be utilized by the Company for the purpose of the Buyback would be Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crore Only) excluding Transaction Costs.

The Buyback would be financed out of free reserves (including securities premium account) and/or such other sources as may be permitted by law through “Tender Offer” process and as required by the SEBI Buyback Regulations and the Companies Act, and on such terms and conditions as the Board may deem fit.

The funds for the Buyback will be sourced from current balances of cash and cash equivalents and/or internal accruals of the Company. The Company does not intend to raise additional debt for the explicit purposes of the Buyback. Borrowed funds will not be used for the Buyback.

This Buyback is not likely to cause any material impact on the earnings of the Company, except for the cost of financing the Buyback, being a reduction in the investment income / treasury income that the Company could have otherwise earned on the funds deployed.

The Company shall transfer from its free reserves, a sum equal to the nominal value of the Equity Shares bought back to the capital redemption reserve account, and details of such transfer shall be disclosed in its subsequent audited financial statements. The funds borrowed, if any, from banks and financial institutions will not be used for the Buyback.


Thomas Cook (India) Limited – Manager to the Buyback

Pioneer Investcorp Limited
Address: 1218, Maker Chambers V, Nariman Point, Mumbai – 400021
Phone: +91-22-6618 6633
Fax: +91-22-2204 9195
Contact Person: Mr. Amit Chandra
Email: project.seven@pinc.co.in
Website: www.pinc.co.in
SEBI Registration Number: INM000002988
Validity Period: Permanent
CIN: L65990MH1984PLC031909

Thomas Cook (India) Limited – Registrar to the Buyback

TSR Darashaw Consultants Private Limited*
Address: 6, Haji Moosa Patrawala Industrial Estate, 20, Dr E Moses Road,
Mahalaxmi, Mumbai – 400011
Phone: +91-22-6656 8484
Fax: +91-22-6656 8494
Contact Person: Ms. Mary George
Email: thomascookbuyback2020@tsrdarashaw.com
Website: www.tsrdarashaw.com
SEBI Registration Number: INR000004009* , Validity Period: Permanent
CIN: U74999MH2018PTC307859

Thomas Cook (India) Limited Contact Details

Company Contact Details
THOMAS COOK (INDIA) LIMITED
Registered Office: Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai – 400 001, Maharashtra, India.
Corporate Identification Number (CIN): L63040MH1978PLC020717
Contact Person: Mr. Amit J. Parekh, Company Secretary and Compliance Officer
Phone: +91 +91-22-4242 7000; Fax: +91 +91-22-2302 2864;
Email: sharedept@thomascook.in, Website: www.thomascook.in

 


Thomas Cook (India) Limited Buyback News

News 1 – Buyback PDF / Draft Letter of Offer [Download]

News 2 – Thomas Cook (India) Ltd – Public Announcement


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