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| Exchange Disseminated Time | Mid-day Multimedia Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 05, 2010, has approved the proposed Scheme of Arrangement between Mid Day Multimedia Ltd ("MML") and Jagran Prakashan Ltd ("Transferee Company") which envisages the demerger of the investment arm of MML, holding investments in Mid-Day Infomedia Ltd ("MIFL"), comprising of the Print Business ("Demerged Undertaking") and transfer it to the Transferee Company under the provisions of Sections 391 to 394 of the Companies Act, 1956.
The Scheme is subject to the consent of the requisite majority, as the case may be of the shareholders and / or creditors of MML and the Transferee Company, as may be directed, and subject to sanction of the Scheme by the Honorable High Courts at Mumbai and Allahabad.
The salient features of the proposed Scheme are as under:
1. Appointed Date of the Scheme is April 01, 2010;
2. Effective Date of the Scheme is the date on which
(i) last of the certified or authenticated copy of the orders of respective High Courts or any other appropriate authority under sections 391 and 394 of the Act sanctioning the Scheme is filed with the Registrar of Companies, Mumbai and the Registrar of Companies, Uttar Pradesh & Uttarakhand at Kanpur or
(ii) the date on which the approval of Ministry of Information & Broadcasting, if required, is obtained, whichever is later;
3. Upon the coming into effect of the Scheme and with effect from the Appointed Date, the Demerged Undertaking (including all the estate, assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Demerged Undertaking) pursuant to the provisions of Sections 391 to 394 of the Act and Sections 2(19AA) and 72A of the IT Act shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company, as a going concern without any further act or deed;
4. The Transferee Company would Issues shares to the shareholders of MML, as on the Record Date, based on the swap ratio determined by the Independent Valuer, Ernst & Young Pvt Ltd, as under:
Two (2) fully paid-up Equity Shares of Rs. 2 each of the Transferee Company for every Seven (7) Equity Shares of Rs. 10 each held in MML.
5. Upon the coming into effect of the Scheme, MML will continue to carry on the Radio Business through its subsidiary Radio Mid-Day West (India) Ltd and the shares of MML will continue to remain listed on Bombay Stock Exchange Limited and National Stock Exchange of India Ltd. |
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