|
| Exchange Disseminated Time | Microsec Financial Services Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 19, 2016, inter alia:-
1. has given their consent to the proposed demerger of the undertaking consisting of certain assets or undertakings such as investment in shares, securities and properties (Investment Undertaking) of Microsec Capital Limited ("MCap")', a wholly owned subsidiary of the Company and also of Microsec Commerze Limited ("MCL"), a wholly owned subsidiary of MCap, wherein the aforesaid Investment Undertakings of both MCap and MCL shall be demerged into one or more separate Company (ies).
2. has considered and approved the draft Share Purchase Agreement (SPA) for sale of 100% shareholding in Microsec Capital Limited (the "Demerged Company") subject to receipt of respective approvals from high court, SEBI, Stock Exchanges, the shareholders and any other regulatory authorities. The brief details of the aforesaid SPA and proposed demerger are as hereunder:
a) The total revenue and net-worth of the Microsec Capital Limited as per the last Audited Financials for the year ended March 31, 2015 was Rs. 20.69 crores and Rs. 43.39 Crores respectively. The expected net worth of the Demerged Company will be approximately Rs. 13 crores after demerger.
b) The consideration for the aforesaid transaction shall be the net realizable value of the assets of the Demerged Company i.e. approximately Rs. 13 crores.
Further, The purchaser shall pay Non-compete Fees to the Company which would be calculated as per Annexure I and adjusted for any unforeseen prior period liabilities:
c) The details of the buyer shall be disclosed upon receipt of the requisite regulatory approvals. Further the buyer(s) does not belong to the promoter/promoter group companies.
d) The aforesaid transaction does not fall under the related party transactions.
e) The sale transaction is subject to receipt of requisite approvals for the demerger and is expected to be completed within a period of 12 months. |
|
|