Piramal Life Sciences Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 06, 2011, inter alia, considered and approved the Scheme of Arrangement between Piramal Life Sciences Limited ('PLSL') and Piramal Healthcare Limited ('PHL') f Demerger Scheme').
Under the proposed Demerger Scheme, the New Chemical Entity (NCE) Research Unit would be transferred from PLSL to PHL with effect from April 01, 2011, which is the Appointed Date under the Demerger Scheme.
The following exchange ratio has been approved:
'1 [one] fully paid up equity shares of Rs. 2/- of PHL shall be issued and allotted for every 4 [four] equity shares of Rs. 10 each held in PLSL'
The Demerger Scheme is subject to the consent of requisite majority of shareholders and creditors of both PLSL and PHL, sanction of the High Court of Judicature at Bombay and all other regulatory approvals as may be necessary for the implementation of the Demerger Scheme.
Piramal Healthcare Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 06, 2011, inter alia, has taken the following decisions :
Demerger of NCE Research Unit of PLSL into PHL
The Board also considered and approved the Scheme of Arrangement between PLSL and the Company
(emerger Scheme'). Under the proposed Demerger Scheme, the New Chemical Entity (NCE) Research Unit of PLSL would be demerged into the Company, with effect from April 01, 2011, which is the Appointed Date under the Demerger Scheme.
The following exchange ratio has been approved:
'1 [one] fully paid up equity share of Rs. 2 of the Company shall be issued and allotted for every 4 [four] equity shares of Rs. 10 each held in PLSL'.
The Demerger Scheme is subject to the consent of requisite majority of shareholders and creditors of the Company and of PLSL. The Demerger Scheme is also subject to the sanction of the High Court of Judicature at Bombay and all other regulatory approvals as may be necessary for the implementation of the Demerger Scheme.
Piramal Life Sciences Ltd has informed BSE regarding a Press Release dated May 06, 2011 titled 'Piramal Life Sciences Limited and Piramal Healthcare Limited- Demerger of the NCE Research Unit of Piramal Life Sciences Limited into Piramal Healthcare Limited'
Press Release :
'Piramal Life Sciences Limited and Piramal Healthcare Limited today announced that the Boards of both the companies considered and approved the scheme of Arrangement between PLSL and PHL (Demerger Scheme). Under the proposed Demerger scheme, the New Chemical Entity (NCE) Research Unit of PLSL would be demerged into PHL with effect from April 01, 2011 which shall be the Appointed Date under the Demerger Scheme. Each shareholder of PLSL will be entitled to 1 fully paid up equity share of Rs. 2 of PHL for every 4 equity shares of Rs. 10 each held in PLSL. All assets and liabilities of the NCE division will be transferred to PHL at book value. Since April 2007, when PLSL was demerged from PHL as an independent discovery research company, it has made significant progress. The pipeline of R&D programs has increased from 9 to 24 with 9 additional programs moving into Phase I/II clinical trials and 2 additional program moving into Phase II clinical trials. During this time, PLSL has also received Rs. 135 million towards milestone payment from collaboration with Eli Lilly & Company. The development projects from pipeline would need strong financial support going forward. Hence the Board of PLSL has approved the demerger of NCE Research unit into PHL. The herbal products division that markets neutraceutical products to less regulated markets globally will continue to be with PLSL. Through this demerger, PHL will have an access to an innovation platform of PLSL through which it can build its Innovative discovery and commercialization business. Subsequent to the significant progress that PLSL has made, the risk profile of NCE R&D activity has reduced considerably and hence presents a good investment opportunity to utilize some of the proceeds from the sale of domestic formulations business. PHL can also better utilize its manufacturing infrastructure and leverage its marketing experience with products from PLSL. PHL can also avail 200% weighted average deduction both on operational expense and capital expenditure on R&D work. The Demerger Scheme is subject to the consent of requisite majority of shareholders and creditors of PHL and of PLSL. The Demerger Scheme is also subject to the sanction of the High Court of Judicature at Bombay and all other regulatory approvals as may be necessary for the implementation of the Demerger Scheme.'
Piramal Healthcare Ltd has informed BSE that The Court Convened Meeting for approval of the Scheme of Arrangement for demerger of the NCE Research Unit of Piramal Life Sciences Limited ('PLSL') into the Company ('the Scheme') was duly held on August 09, 2011 and the shareholders have approved the Scheme by an overwhelming requisite majority.
(As Per BSE Announcement Dated on 16.08.2011)
Piramal Healthcare Ltd has informed BSE that the Hon'ble Bombay High Court on November 25, 2011 has sanctioned the Scheme of Arrangement between Piramal Life Sciences Limited and Piramal Healthcare Limited for Demerger of the NCE Research Unit of Piramal Life Sciences Limited into Piramal Healthcare Limited.
Shareholders of Piramal Life Sciences Limited ('PLSL') to receive the equity shares of Piramal Healthcare Limited ('PHL') in the ratio of 1:4 (i.e. one share of Rs. 2 each of PHL for every 4 shares of Rs. 10/- each held in PLSL) under the aforesaid scheme.
(As Per BSE Announcement Dated on 25.11.2011)
With reference to the earlier announcement dated November 25, 2011 informing about the Hon'ble Bombay High Court sanctioning the Scheme of Arrangement for Demerger of the NCE Research Unit of Piramal Life Sciences Limited into Piramal Healthcare Limited, Piramal Life Sciences Ltd has now informed BSE that the Order of the Court sanctioning the Scheme has been filed with the Registrar of Companies on December 14, 2011 and accordingly, the Scheme has become effective.
Further the Company has informed that, December 26, 2011 has been fixed as the Record Date for determining the entitlement of the Shareholders of Piramal Life Sciences Limited ('the Company'), to receive the equity shares of Piramal Healthcare Limited ('PHL') in the ratio 1:4 (i.e. one equity share of Rs. 2 of PHL for every 4 equity shares of Rs. 10/- each held in the Company), under the aforesaid Scheme.
(As Per BSE Announcement Website dated on 15.12.2011)
SUB. :- Scheme of Arrangement of Piramal Life Sciences Ltd. (Scrip Code 532979)
Trading Members of the Exchange are hereby informed that, Piramal Life Sciences Ltd. (PLSL) has fixed the Record Date for the purpose of determining entitlement to the shareholders of the
Company pursuant to the Scheme of Arrangement of the Company approved by Hon'ble High Court of Bombay.
COMPANY NAME CODE
Piramal Life Sciences Ltd.
(532979)
RECORD DATE
26/12/2011
PURPOSE
Scheme of Arrangement: -
Demerger of the NCE Research Unit of PLSL into Piramal Healthcare Ltd. (PHL).
Upon coming into effect of the Scheme and in consideration of the transfer and vesting of the NCE Research Unit in PHL, PHL shall issue and allot to the shareholders of PLSL, in the ratio of 1 (ONE) fully paid up equity share of Rs.2/- each of PHL for every 4 (FOUR) equity shares of Rs.10/- each fully paid up held in PLSL.
EX-ENTITLEMENT FROM DATE & SETT. NO.
23/12/2011 DR-182/2011- 2012
Note:
Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated September 2. 2010, Trading members are hereby informed that the trading in the equity shares of the aforesaid company shall be transferred from 'B' group to 'T' group with effect from December 23, 2011.
(As Per BSE Notice dated on 19.12.2011) | Powered by Capital Market - Live News |
|