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| Exchange Disseminated Time | Wanbury Ltd has informed BSE that the members of the Company will consider to approve the following resolutions through Postal Ballot.
1. Approved the Rehabilitation cum Merger Scheme of the Pharmaceutical Products of India Ltd with Wanbury Ltd, in terms of the draft Rehabilitation cum Merger Scheme (the Scheme).
2. Authority to the Board to issue and allot up to maximum of:
(i). 5,62,618 (Five Lac Sixty Two Thousand Six Hundred Eighteen) equity shares of Rs. 10/- each at par to the Equity Shareholders of The Pharmaceutical Products of India Ltd (PPIL), whose name appear on the Register of Members of PPJL on such date as may hereafter be fixed by the Board of Directors of the Company (hereinafter referred to as the "Record Date") in proportion of 2 (Two) Equity Shares of the Company for every 27 (Twenty Seven) equity shares of Rs. 10/- each held in PPIL; and
in addition to the above-mentioned equity shares, 11,25,236 (Eleven Lac Twenty Five Thousand Two Hundred Thirty Six) warrants of the Company to the Equity Shareholders of PPIL, whose name appear on the Register of Members of PPIL on the Record Date in proportion of 4 (Four) Warrants of the Company for every 27 (Twenty Seven) equity shares of Rs. 10/- each held in PPIL subject to the terms and conditions.
(ii). 64,668 equity shares of Rs. 10/- each fully paid up at a premium of Rs. 140 per share to the below mentioned Secured Creditors of PPIL.
1. Name : ARCIL
No. of Equity Shares : 39,923
2. Name : IIBI
No. of Equity Shares : 3,888
3. Name : Unit Trust of India
No. of Equity Shares : 16,003
4. Name : Bank of India
No. of Equity Shares : 1,382
5. Name : Bank of Baroda
No. of Equity Shares : 2,951
6. Name : Union Bank of India
No. of Equity Shares : 521
Total : 64,668
(iii). 58,200 Zero Coupon Optionally Fully Convertible Debentures (hereinafter referred to as "OFCDs") having face value of Rs. 1000/- each to the below mentioned Secured Creditors of PPIL, on terms and conditions :
1. Name : ARCIL
No. of OFCDs : 35,930
2. Name : IIBI
No. of OFCDs : 3,499
3. Name : Unit Trust of India
No. of OFCDs : 14,402
4. Name : Bank of India
No. of OFCDs : 1,244
5. Name : Bank of Baroda
No. of OFCDs : 2,655
6. Name : Union Bank of India
No. of OFCDs : 469
Total : 58,199
3. To create, offer, issue and allot at any time to or to the benefit of such person(s) who are in permanent employment of the Company, including any Director of the Company,
whether whole time or otherwise, options exercisable into such number of equity shares
being not more than 10% of Equity Share Capital of the Company at any point of time
under Employee Stock Option Schemes, in one or more tranches, and on such terms and
conditions as may be fixed or determined by the Board in accordance with the provisions
of the law or guidelines issued by the relevant Authority; each option would be exercisable for one Equity share of a face value of Rs. 10 each fully paid-up on payment
of the requisite exercise price to the Company.
4. To create, offer, issue and allot at any time to or to the benefit of such person(s) who are in permanent employment of the subsidiaries of the Company, including any Director
of the Company, whether whole time or otherwise, options exercisable into shares or
securities convertible into equity shares within the overall ceiling of 10% of Equity
Share Capital of the Company as mentioned in Item No. 3 above, under one or more
Employee Stock Option Schemes, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of the law or guidelines issued by the relevant Authority; each option would be exercisable for one Equity share of a face value of Rs.10 each fully paid-up on payment of the requisite exercise price to the Company.
The Board has appointed M/s. A. Y. Sathe & Co., Company Secretaries, Mumbai as Scrutinizer for conducting the postal ballot process in a fair and transparent manner.
The Postal Ballot Form should reach to the Scrutinizer on or before February 24, 2010. The Scrutinizer will submit its report to the Director / Company Secretary of the Company after completion of the scrutiny. The result of the Postal ballot shall be announced on February 26, 2010. (For more details kindly refer Corporate Announcement on www.bseindia.com) |
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