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| Exchange Disseminated Time | Cambridge Solutions Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 13, 2011, explored various alternatives to honour the financial commitment arising out of invocation of the corporate guarantee provided in favour of Xchanging UK Ltd in respect of the loan provided by Xchanging UK Ltd to Cambridge Integrated Services Group Inc. ("CISGI"), and decided to sell and transfer, the Company's Business Process Outsourcing division including its investments in Cambridge Builders Pvt. Ltd. (a wholly owned subsidiary of the Company) ("BPO Division") as a going concern to Xchanging Technology Services India Pvt. Ltd, ("XTSI") an indirect wholly owned subsidiary of Xchanging Plc, subject to approval of the members of the Company by a postal ballot as required by the provisions of Sections 293(1)(a) and 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001 for a total agreed valuation of INR 2,998 million, supported by two independent valuations, to be suitably adjusted for working capital as on the date of actual transfer and XTSI will settle fund based credit facilities of the Company directly. The net payment to the Company, after settlement of debt would be approximately INR 2,460 million.
Given that the proceeds of the sale of the BPO Division after adjusting outstanding fund based credit facilities would not be sufficient to meet the financial obligation under the invoked corporate guarantee, the Board of Directors at its meeting held on June 13, 2011 also decided to sell the shares held by the Company in Cambridge Integrated Services Victoria Pty Ltd, Australia a wholly owned subsidiary of the Company to a subsidiary of Xchanging Plc at a price of USD 16.7 million arrived at based on the fair valuation of shares to meet the financial statement. |
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