Indiabulls Financial Services Ltd has informed BSE that at the meeting of the Board of Directors of the Company held on April 27, 2012, the Board reviewed the long term business strategy of the Company. In view of the fact that the majority of the existing and incremental business of the Company relates to housing finance business and all other Companies with similar asset profile and business are already licensed as Housing Finance Companies (HFCs), it was decided to restructure the business of the Company by merger of the Company with its wholly-owned housing finance Company (HFC) subsidiary Indiabulls Housing Finance Limited ('IHWLö). The merger will be effected through a scheme of amalgamation between the Company, IHFL and their respective shareholders and creditors (the ôSchemeö) as per the provisions of Section 391 to 394 of the Companies Act, 1956. The Scheme provides for amalgamation of the Company with IHFL, and various other matters consequential or otherwise integrally connected with the said amalgamation. Amarchand & Mangaldas & Suresh A Shroff & Co., Advocates and Solicitors are acting as legal advisors to the Company.
The Appointed date of the amalgamation is April 01, 2012. Upon the Scheme becoming effective upon sanction by the High Court of Delhi, the shareholders of IBFSL will get 1 (one) equity share of Rs. 2 each of IHFL for every 1 (one) equity share of Rs. 2 each held by them in the Company, on the record date to be fixed by the Company in this regard. The aforementioned share exchange ratio is based on the valuation by an independent valuer and the fairness opinion provided by an independent merchant banker registered with the Securities and Exchange Board of India on the valuation report.
The Scheme is subject to necessary approvals of shareholders, creditors, other regulatory approvals and the sanction of the High Court of Delhi.
Further the Company has informed that, in order to augment the capital required for business growth over next few years, the Board has also approved the proposal to issue and allot to promoter entities, namely, Cleta Properties Private Limited, Cleta Buildtech Private Limited, Priapus Real Estate Private Limited, Hespera Real Estate Private Limited and to Mr. Gagan Banga and Mr. Ashwini Kumar the key managerial personnel, on a preferential allotment basis upto 2,07,00,000 (Two Crore Seven Lacs) warrants convertible into 2,07,00,000 (Two Crore Seven Lacs) equity shares of face value of Rs. 2 (Rupees Two only) each of the Company at a conversion price of Rs. 218/- (Rupees Two Hundred and Eighteen only) per equity share, in accordance with the applicable laws and guidelines (ôWarrantsö).
The aggregate capital funds receivable by the Company, pursuant to the conversion of the Warrants, would be Rs. 451,26,00,000 (Rupees Four Hundred Fifty One Crore and Twenty Six Lacs only) with Rs. 112,81,50,000 (Rupees One Hundred Twelve Crore Eighty One Lacs Fifty Thousand only), representing 25% (twenty five per cent) of the total amount,
received as an upfront contribution immediately prior to issue of the Warrants.
The above proposal is subject to the satisfaction of various conditions, including obtaining necessary approvals from the shareholders and regulatory authorities, if any, prior to the actual allotment under the preferential issue. The Board of the Company has decided to obtain the approval of the members of the Company for the issue of Warrants, as aforesaid, and for amending the objects of the Company, through a postal ballot pursuant to Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolutions by Postal Ballot) Rules 2001, and has appointed Mr. B. D. Tapriya, Practicing Company Secretary, as the scrutinizer for conducting the postal ballot process in a fair and transparent manner. The duly completed Postal Ballot Form should reach the scrutinizer by no later than 2 P.M. on May 27, 2012. The results of the Postal Ballot will be declared at the Registered Office of the Company on May 27, 2012 by 5 P.M.
Indiabulls Housing Finance Limited (IHFL) & Indiabulls Financial Services Ltd (IBFSL) has informed BSE that the Board of Directors of IBFSL has fixed March 20, 2013, as the Record Date for determining the list :
1. of the equity shareholders of IBFSL who will be entitled to be allotted equity shares in the ratio of 1 (one) equity share of face value Rs. 2 (Rupees Two only) each in IHFL for every 1 (one) equity share of face value Rs. 2 (Rupees Two only) each held by such shareholder in IBFSL;
2. of holders of listed warrants, bearing ISIN INE894F13012, in IBFSL who will be entitled to be allotted warrants in IHFL, in the ratio of 1 (one) warrant in IHFL, for every 1 (one) warrant held by such holder of warrants in IBFSL; and
3. of holders of IBFSL non convertible debentures, listed only on WDM segment of BSE, bearing ISIN INE894F07154, the indebtedness in respect whereof, would stand assumed by IHFL in terms of clause 7.3 of the Scheme.
(As per BSE Announcement Dated on 08.03.2013)
SUB. : - Scheme of Amalgamation of Indiabulls Financial Services Ltd. (Scrip Code 532544)
Trading members of the Exchange are hereby informed that, Indiabulls Financial Services Ltd. has fixed a Record Date to determine the entitlement of shareholders of Indiabulls Financial Services Ltd.,(IBFSL) pursuant to the Scheme of Arrangement - Amalgamation of Indiabulls Financial Services Ltd. with Indiabulls Housing Finance Ltd (IHFL) approved by Hon'ble High Court at New Delhi.
Trading Members are advised not to deal in the equity shares of Indiabulls Financial Services Ltd. with effect from the under mentioned date.
COMPANY NAME CODE
Indiabulls Financial Services Ltd.
(532544,
632544,
432544)
RECORD DATE
20.03.2013
PURPOSE
Scheme of Amalgamation: -
Upon the coming into effect of the Scheme, and in consideration for amalgamation of IBFSL with IHFL, IHFL shall issue and allot shares to all the shareholders of IBFSL in the following proportion:
in the ratio of 1 (ONE) equity share of IHFL of Rs. 2/- (RUPEES TWO) credited as fully paid for every 1 (ONE) equity share of Rs.2/- (RUPEES TWO) each fully paid-up held by such shareholder in IBFSL.
NO DEALINGS FROM
19/03/2013 DR-246/2012-2013
Trading Members of the Exchange are requested to take note of it.
(As Per BSE Notice Dated on 13.03.2013) | Powered by Capital Market - Live News |
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