JSW Steel Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 25, 2007, inter alia, has taken the following decisions:
1. The Board of Directors considered and approved a Scheme of Amalgamation of Southern Iron and Steel Company Ltd ('SISCOL') with JSW Steel Ltd ('JSWSL') and their respective shareholders and creditors ('the Scheme'). The salient features of the Scheme are as under:
(a) Appointed Date for the Amalgamation is April 01, 2007.
(b) Pursuant to the Scheme 1 (One) equity share of Rs 10/- each of JSWSL will be issued to the equity shareholders of SISCOL for every 22 (Twenty two) equity shares of Rs 10/- each held by them in SISCOL and 1(One) Redeemable preference share of Rs 10/- each of JSWSL will be issued to the preference shareholders of SISCOL for every 1(One) Redeemable
preference shares of Rs 10/- each held by them in SISCOL and the conversion price for outstanding convertible instruments in SISCOL will also be adjusted in the proportion of the swap ratio.
(c). The Share Exchange Ratio is based on the Valuation Report and the recommendations made by M/s. PriceWaterHouse Coopers, Valuers appointed to value the business of the two Companies.
(d). The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders, creditors of JSWSL & SISCOL, the relevant Stock Exchanges, the Bombay High Court and the permission or approval of the Central Government or any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme.
(e). The Board of SISCOL has also met on October 25, 2007 independently and has approved the Scheme.
2. In line with the decision of the Board to acquire Plate Mill, Double Jointing &
Coating and Pipe Mill Facilities in USA through wholly owned subsidiaries / step down subsidiaries, the following two SPVs have been incorporated i.e. JSE Steel Holding (USA) Inc & JSE Steel (USA) Inc.
The above Companies have been taken on record by the Board as the subsidiaries of JSW Steel Ltd.
JSW Steel Ltd has informed BSE that pursuant to the Order made by the High Court of Judicature at Bombay, separate meeting of the equity shareholders & preference shareholders of the Company will be held on December 28, 2007, for the purpose of considering and if though fit, approving with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Southern Iron & Steel Company Ltd with the Company.
Further the Company has informed that, an Extra Ordinary General Meeting (EGM) of the equity shareholders of the Company will be held on December 28, 2007, or soon after the Court Convened Meeting of the equity shareholders, whichever is later.
(As Per BSE Announcement Website Dated on 29/11/2007)
JSW Steel Ltd has informed BSE that the equity shareholders & preference shareholders of the Company at its court convened meeting held on December 28, 2007, have approved the arrangement embodied in the Scheme of Amalgamation of Southern Iron & Steel Company Ltd with the Company, by the requisite majority.
(As per BSE Announcement Website dated on 31/12/2007)
JSW Steel Ltd has informed BSE that the Hon'ble High Court of Judicature at Mumbai has sanctioned the Scheme of Amalgamation of Southern Iron & Steel Co. Ltd with the Company. The Order sanctioning the Scheme was pronounced in the Court on February 22, 2008.
The written order sanctioning the Scheme is expected to be received shortly. Once the order of the High Court is filed with Registrar of Companies, Maharashtra, the scheme will become effective.
(As per BSE Announcement Website dated on 22/02/2008)
JSW Steel Ltd has informed BSE that with regards to the Scheme of Amalgamation ('the Scheme') of Southern Iron and Steel Company Ltd (SISCOL) with JSW Steel Ltd (JSWSL) and their respective Shareholders & Creditors, the effective date of the Scheme is March 07, 2008.
In terms of the sanctioned Scheme, the Equity shareholders of the Transferor Company i.e. SISCOL would be issued Equity Shares of JSWSL in the following ratio:
'1 (One) fully paid up equity share of Rs 10 each of JSWSL shall be issued and allotted for every 22 (Twenty Two) equity shares of Rs 10 each held in SISCOL ('New Equity Shares')'.
Following implementation of the Scheme & issue of shares as above, the present aggregate equity capital of Rs 164.01 crores of JSWSL will increase by a sum of Rs 15.04 crores.
(As per BSE Announcement Website dated on 10.03.2008)
SUB. :- Scheme of Amalgamation of Southern Iron and Steel Company Ltd. (Scrip Code 530491)
Trading members of the Exchange are hereby informed that, JSW Steel Ltd. has fixed the Record Date for Southern Iron and Steel Company
Ltd. for the purpose to determine entitlement of shareholders of Southern Iron and Steel Company Ltd. pursuant to the Scheme of Amalgamation of Southern Iron and Steel Company Ltd. with JSW Steel Ltd. Trading Members are advised not to deal in the equity shares of Southern Iron and Steel Company Ltd. with effect from the under
mentioned date.
COMPANY NAME CODE
Southern Iron and Steel Company Ltd.
530491
RECORD DATE
25/03/2008
PURPOSE
The Scheme of Amalgamation: -
Amalgamation of Southern Iron and Steel Company Ltd. with JSW Steel Ltd.
JSW Steel Ltd. will issue and allot to the shareholders of Southern Iron and Steel Company Ltd. in the ratio of ONE fully paid up equity share of Rs.10/- each of JSW Steel Ltd. for
every TWENTY TWO Equity Shares of Rs.10/- each held in Southern Iron and Steel Company Ltd.
NO DEALINGS FROM
14/03/2008 DR-244/2007-2008
Trading Members of the Exchange are requested to take note of it.
(As Per BSE Notice Dated on 10.03.2008)
JSW Steel Ltd has informed BSE that the Share Allotment Committee of Directors in its meeting held on March 28, 2008, has allotted:
a. 15,00,000 (Fifteen lacs) Equity Shares of Rs 10 each, fully paid up, to Mr. Sajjan Jindal & 65,00,000 (Sixty Five Lacs) Equity Shares of Rs 10 each fully paid up to JSW Investments Pvt Ltd (formerly known as Samarth Holdings Pvt Ltd) upon exercise of option attached to equivalent number of 'Series B' Warrants held by them.
b. 1,50,35,712 (One crore fifty lacs thirty five thousand seven hundred twelve) Equity Shares of Rs 10/- each fully paid up; and
99,00,000 (ninety nine lacs) 11% Cumulative Redeemable Preference Shares of Rs 10/- each, fully paid up
to the Equity & Preference shareholders of Southern Iron & Steel Co. Ltd respectively, whose name appears in its Register of Members / Register of Preference Shareholders on March 25, 2008 being the Record Date fixed for the purpose, pursuant to the Scheme of Amalgamation of Southern Iron & Steel Co. Ltd (SISCOL) with JSW Steel Ltd sanctioned by the Hon'ble High Court of Judicature at Mumbai on February 22, 2008.
Consequent to the aforesaid allotments, the paid-up equity share capital of the Company stands increased from Rs 164,01,29,230/_ to Rs 187,04,86,350/- comprising of 18,70,48,635 equity shares of Rs 10/- each.
(As per BSE Announcement Website dated on 28/03/2008)
Trading members of the Exchange are hereby informed that the under mentioned new securities of JSW Steel Limited (Scrip Code: 500228, ISIN No: INE019A01020) are listed and permitted for trading on the Exchange with effect from Friday, April 25, 2008.
Securities
1,50,35,712 * Equity Shares of Rs.10/- each issued to shareholders of erstwhile Southern Iron and Steel Company Limited (SISCOL) pursuant to the Scheme of Amalgamation of the Company.
Dist. Nos. 2172012924 to 2187048635
* These shares are ranking pari-passu with the old equity shares of the company.
2. Trading members may please note that 31,18,570 Equity shares are under lock-in as per details given below and therefore these shares would not be good delivery in the market till then.
No. of Details of Dist. Nos. Date upto
Shares which lock in 17,33,423 2172641398 - 2174374820 21/12/2008
13,85,147 2174374821û 2175759967 22/06/2008
31,18,570 TOTAL
3. The brief particulars of the Scheme of Amalgamation are as mentioned below:
a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Bombay vide the order dated February 22, 2008.
b) Appointed Date: April 01, 2007.
c) Effective Date: March 07, 2008.
d) Date of Allotment: May 28, 2008.
e) Exchange Ratio - For every 22 fully paid up equity shares of Rs.10/- each held in SISCOL , 1 fully paid up equity share of Rs.10 /- each of the company has been issued.
4. As per Exchange Notice No. 20080310-28 dated March 10, 2008, the transferor company viz. Southern Iron and Steel Company Limited has
fixed March 25, 2008 as ôRecord Dateö, for giving effect to the Scheme and accordingly, trading in the shares of the said transferor company was stopped with effect from March 14, 2008.
5. The company's financial year ends on 31st March.
(As Per BSE Notice Dated on 24.04.2008)
JSW Steel Ltd has informed BSE the Board of Directors had in their meeting held on January 22, 2007 & January 28, 2008 annulled the forfeiture in respect of 5,600 equity shares (prior to giving effect to the Scheme of Arrangement and Amalgamation between the Company, Jindal Iron and Steel Company Ltd and Jindal South West Holdings Ltd). Forfeiture of these shares was annulled after having confirmed proper particulars of payment of call money from the respective shareholders.
As per Clause 26.1 of the Scheme of Arrangement and Amalgamation between the Company, Jindal Iron and Steel Company Ltd and Jindal South West Holdings Ltd, the shareholders who have been issued equity shares on annulment of forfeiture are also entitled to receive warrants as specified in Clause 17 and 23 of the Scheme.
As the validity of the warrants has lapsed, 47 equity shares against the conversion of warrants have been allotted directly by the Board of Directors in its meeting held on July 31, 2008, to the eligible shareholders who have complied with the terms of conversion.
Subsequent to the allotment of the aforesaid 47 shares, the paid up equity share capital of the Company has now gone up from Rs 187,04,86,350/- (comprising of 18,70,48,635 equity shares of Rs 10/- each) to Rs 187,04,86,820/- (18,70,48,682 equity shares of Rs 10/- each).
(As per BSE Announcement Website dated on 31/07/2008) | Powered by Capital Market - Live News |
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