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| Exchange Disseminated Time | Wanbury Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the following Resolution:
1. To offer, issue and allot Equity Shares upto an aggregate amount of Rs. 15 Crore (Rupees Fifteen Crore Only) in one or more tranches to Expert Chemicals (I) PA. Ltd., a Promoter Group Company, on preferential allotment basis at a price of Rs. 37.50 (Rupees Thirty Seven and Paisa Fifty only) {Face Value Rs. 10/- and Premium Rs. 27.50/- per equity share, the price which is in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time, subject to necessary provisions & approvals.
2. Pursuant to the provision of Section 18 of the SICK Industrial Companies (Special Provisions Act), 1985 and other applicable provisions, if any and subject to the sanction of the Hon'ble Board for Industrial and Financial Reconstructions (the BIFR) or such other authority, as the case may be, the Rehabilitation cum Merger Scheme of the Pharmaceutical Products of India Ltd with Wanbury Ltd be and is hereby approved, in terms of the draft rehabilitation cum Merger Scheme (the Scheme), subject to necessary provisions & approvals.
3. To issue and allot:
i. Equity Shares of the Company to the Equity Shareholders of The Pharmaceutical Products of India Ltd (PPIL), whose name appear on the Register of Members of PPIL on such date as may hereafter be fixed by the Board of Directors of the Company, in accordance with the Share Exchange Ratio to be approved by Hon'ble Board for Industrial and Financial Reconstruction, based on a price of Wanbury Ltd equity shares, which shall be in accordance with the provisions of the “Chapter VII — Preferential Issue” of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended or restated (the “ICDR Regulations’).
In addition to the above-mentioned equity shares, the Company will issue 2 transferable Warrants for every one equity share issued by the Company to the aforesaid Equity Shareholders of PPIL, subject to the following terms and conditions.
The Board of Directors has appointed M/s. A Y Sathe & Co. Company Secretaries, Mumbai as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Postal Ballot form duly completed should reach the scrutinizer on or before July 15, 2011. The scrutinizer will submit his report to the Director / Company Secretary of the Company after completion of the scrutiny. The results of the postal ballot shall be announced on July 18, 2011 at 03:00 P.M., at the Registered Office of the Company at BSEL Tech Park, B Wing, 10th Floor, Sector 30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai - 400 705. |
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