With reference to earlier announcements, AXIS Bank Ltd has now informed BSE that at a meeting of the Board of Directors of the Bank ('Board') held on September 16, 2011, the Board has considered and unanimously approved the transfer of the financial services business of Enam Securities Private Limited ('Enam') in the following manner:
(i) the Enam Financial Services Business will be demerged from Enam into the Bank by way of the Demerger under a Scheme of Arrangement and as consideration for the Demerger, the Enam Shareholders will be issued 1,37,82,600 equity shares on the basis of the agreed swap ratio of 5.7 (Five Point Seven) equity shares of the Bank for every 1 (One) equity share of Enam;
(ii) immediately upon the completion of step (i) above and concurrent thereto, the Bank shall sell the Enam Financial Services Business to ASSL, its wholly owned subsidiary, by way of the Sale under the said Scheme of Arrangement and ASSL shall pay the Bank a cash consideration of approximately Rs. 274 crores, which represents the book value of the Enam Financial Services Business.
The above actions are proposed to be undertaken pursuant to a Scheme which was tabled and approved by the Board at its meeting, and which was formulated in compliance with the conditions prescribed by the Reserve Bank of India in this behalf.
The Scheme is subject to the receipt of necessary approvals under applicable law, including the approval of the shareholders and creditors of the Bank, Enam and ASSL, the relevant High Courts and the relevant regulators.
AXIS Bank Ltd has informed BSE regarding Outcome of Board Meeting held on April 27, 2012.
the Board has, in consideration of the prevailing market conditions and having regard to underlying commercial factors,approved the reassessment of the valuation of the financial services business of Enam Securities Private Limited ('ESPL') namely the businesses of investment banking, equity capital markets, debt capital markets, stock broking (retail and institutional) and initial public offering ('IPO') application financing and loans against shares for the purpose of share acquisitions, distribution of third party products (including braking and
commission of mutual funds, equity IPOs, capital gain bonds, fixed deposits. Reserve Bank of India bonds) and other financial products,
advisory services in relation to the aforesaid and research, conducted by ESPL directly and through its wholly owned subsidiaries in India and overseas, namely, Enam Securities Direct Pvt. Ltd., Enam International Ltd. (UAE), Enam Securities Europe Limited (UK), Enam Finance Pvt. Ltd. The amended scheme of arrangement under Sections 391-394 of the Companies Act, 1956 (the 'Amended Scheme') will comprise of:
(a) a demerger of the Enam Financial Services Business from ESPL to the Company, in consideration of which the Company will issue shares to the shareholders of ESPL in the ratio of 5 (Five) equity shares of the face value of Rs. 10 (Rupees Ten only) of the Company for every 1 (One) equity share of Rs. 10 (Rupees Ten only) of ESPL (the 'Share Entitlement Ratio') resulting in an aggregate of 1,20,90,000 (One Crore Twenty Lakhs Ninety Thousand) new equity shares of Rs. 10 (Rupees Ten only) of the Company being issued under the Amended Scheme; and
(b) immediately upon completion of the demerger under the Amended Scheme, a simultaneous sale of the Enam Financial Services Business will be
undertaken from the Company to Axis Securities and Sales Private Limited, a wholly owned subsidiary of the Company ('ASSL'), for a cash consideration of Rs. 274,15,02,154 (Rupees Two Hundred Seventy Four Crores Fifteen Lakhs Two Thousand One Hundred and Fifty Four Only).
The Amended Scheme was tabled and approved by the Board at its meeting on April 27, 2012. The Board also approved the execution of agreements
amending the transaction as expressed in terms of the Amended Scheme, including an amendment to the Implementation Agreement between the Company.
ESPL. ASSL and certain identified shareholders of ESPL.
The Share Entitlement Ratio has been arrived at based on the valuation report prepared by Haribhakti & Co. and confirmed under a fairness opinion prepared by Macquarie Capital Advisors (India) Pvt. Ltd. submitted to the Board at its meeting.
The Reserve Bank of India had, vide letter dated March 30, 2012. accorded their no -objection
to the structure of the transaction set forth in the Amended Scheme. The Amended Scheme is subject to the receipt of necessary approvals under applicable law, including the approval at the shareholders and creditors of the Company, ESPL and ASSL and the relevant High Courts.
(As Per BSE Announcement Dated on 30.04.2012)
AXIS Bank Ltd has informed BSE that the Hon'ble Gujarat High Court, Ahmedabad has vide its order dated September 14, 2012, approved the Scheme of Arrangement among Enam Securities Private Limited and Axis Bank Limited and Axis Securities and Sales Limited and their respective shareholders and creditors.
(As Per BSE Announcement Dated on 19.10.2012)
AXIS Bank Ltd has informed BSE that pursuant to the Scheme of Arrangement among Enam Securities Private Limited and Axis Bank Limited and Axis Securities and Sales Limited and their respective shareholder and creditors, the Board of Directors of the Bank on October 20, 2012 has allotted 1,20,90,000 equity shares of Rs. 10/- each to the shareholders of Enam securities Private Limited Accordingly, the share capital of the Bank has increased from 41,45,26,594 equity shares to 42,66,16,594 equity shares.
(As per BSE Announcement Dated on 20.10.2012)
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