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| Exchange Disseminated Time | United Phosphorus Ltd has informed BSE that the Board of Directors at its meeting held today (March 14, 2003) considered and approved a Scheme of Arrangement for demerging the Manufacturing Division of the Company into Search Chem Industries Ltd (SCIL).
The Salient features of the Scheme are as under:
1. Transfer of the Manufacturing Division of the Company to SCIL as a going concern with effect from March 01, 2003 (Appointed Date).
2. The paid up value of each equity share of SCIL to be reduced by Rs 9.167 thereby making it Rs 0.833 per share. Thereafter, the equity shares would be consolidated into fully paid up shares of Rs 10/- each, resulting in reduction in the number of shares.
3. The consideration for the demerger of the Manufacturing Division of the Company shall be discharged to the equity shareholders of the Company by SCIL as under (at the option of the shareholder):
- By issue of one equity shares of Rs 10/- each for one share held in UPL or
- By issue of 14, 7% Non cumulative preference shares (redeemable at the end of 3 years) of Rs 10/- each for one share held in UPL.
4. Post Demerger, the Company shall mainly left with the Trading business and equity shares in SCIL.
5. The Paid-up value of each of the Equity Shares of the Company would be reduced by Rs 8. The face value of each of the shares would be reduced to Rs 2.
6. The Preference Shares held by the Company in SCIL, will stand cancelled.
7. The proposed Demerger would be subject to approval of the Shareholders and creditors of the Company and High Court at Gujarat.
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