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| Exchange Disseminated Time | Future Retail Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 04, 2015, inter alia, has approved the following :
The Board considered and approved the consolidation and realignment of retail operations of the Company with Bharti Retail Limited ('BRL').
The proposed consolidation and realignment would be carried out vide a Composite Scheme of Arrangement between Future Retail Limited (FRL) and Bharti Retail Limited (BRL) and their respective shareholders and creditors ('the Scheme') under Sections 391-394 read with Sections 100-104 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 / Companies Act, 2013. The Scheme would inter-alia involve the following:
(a) Re-organization of paid-up of share capital of BRL;
(b) Demerger of Retail Undertaking of FRL into BRL (to be renamed post demerger); post demerger, this Company will have retail operating business, and;
(c) Demerger of Retail Infrastructure Undertaking of BRL into FRL (to be renamed post demerger); post demerger, this Company will have business of retail infrastructure and Investments, and.
The paid up equity share capital of BRL will be reduced to 4,34,78,261 equity shares of face value of Rs. 2/- each, fully paid up.
In consideration for the demerger of Retail Business Undertaking of FRL into BRL in terms of the Scheme and based on share entitlement ratio recommended by M/s SSPA & Co., Independent Chartered Accountants and Edelweiss Financial Services Limited, a Category I Merchant Banker, BRL will issue 1 (One) fully paid equity share of Rs. 2/- (Rupees Two) each, fully paid up of BRL to the equity shareholders / DVR shareholders of FRL (on a fully diluted basis) as on the Record Date (as may be determined in terms of the Scheme) for every 1 (One) fully paid-up equity share / DVR of Rs. 2/- (Rupees Two) each of FRL. 42,76,96,002 equity shares having a face value of Rs. 2/- each, fully paid up of BRL, will be issued on demerger to the equity shareholders / DVR shareholders of FRL (on a fully diluted basis).
In consideration for the demerger of Retail Infrastructure Business Undertaking of BRL into FRL in terms of the Scheme and based on share entitlement ratio recommended by M/s SSPA & Co., Independent Chartered Accountants and Edelweiss Capital Services Private Limited, a Category I Merchant Banker, FRL will issue 1 (One) fully paid equity share of Rs. 2/- (Rupees Two) each of FRL to the equity shareholders of BRL as on the Record Date (as may be determined in terms of the Scheme) for every 1 (One) fully paid-up equity share of Rs. 2/- (Rupees Two) each of BRL. 4,34,78,261 equity shares having a face value of Rs. 2/- each, fully paid up of FRL, will be issued on demerger to the equity shareholders of BRL.
The existing holders of Optionally Convertible Debentures ('OCDs') of BRL aggregating to Rs. 250 crores shall, consequent to the aforesaid demerger, hold OCDs in BRL and FRL aggregating to Rs. 250 crores. These OCDs would be convertible into equity shares of the respective companies, at the option of the Company, at the price prescribed under SEBI (ICDR) Regulations, 2009 for Preferential Issue of securities on the date of conversion.
The shareholders and OCD holders of Bharti Group have agreed to share with the respective companies an upside on the realization out of the shares of the two companies, subject to certain broad terms and conditions as per the Annexure.
The Board also authorised Committee of Directors to take necessary actions for completing the requirements in this regard and to do all acts and deeds as may be necessary.
The equity shares of BRL issued to the shareholders of FRL pursuant to the Scheme shall be listed on the stock exchanges (subject to trading permission being granted by the stock exchanges). The Scheme would be subject to approval of Competition Commission of India, relevant Hon'ble High Courts and various statutory approvals, including those from the shareholders and the lenders / creditors of FRL. |
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