The Board of Directors of IVRCL Ltd., have approved a share swap deal for the scheme of amalgamation with its group company IVRCL Assets & Holdings Ltd. Following valuation, the shareholders of IVRCL A & H will receive five fully paid up equity shares of Rs. 2 each in IVRCL for every six shares of Rs.10 each held on the record date to be fixed as per Listing Agreement. At present, IVRCL holds 75.72 per cent of the equity share capital of IVRCL A & H, which will be cancelled.
Upon the Scheme becoming effective, the issued and paid up share capital of the Company would increase from 267,009,858 fully paid equity shares of Rs 2 each to 306,887,273 fully paid equity shares of Rs2 each, an increase of 3.98 crore shares of Rs2 each.
The company board decided on the merger to achieve synergetic integration and consolidation of the businesses being carried on by the amalgamating company (IVRCL Limited) and the amalgamated company (IVRCL Assets & Holdings Limited). The company believes this move shall be beneficial to the shareholders, creditors and employees of such companies and to the interest of the public at large.
After considering the Valuation Report including the share swap ratio prepared by SSPA & Co. Chartered Accountants, and the Fairness Opinion submitted by IDFC Capital Limited, the board unanimously approved the Composite Scheme of Arrangement for merger of IVRCL Assets & Holdings Limited (IVRCL A&H) into IVRCL Limited (IVRCL) and for the demerger of Tower Manufacturing Business into a separate wholly owned subsidiary company and also for demerger of real estate business into another wholly owned subsidiary Company.
The Board has also approved the draft Composite Scheme of Arrangement (“The Scheme”) subject to the approval of shareholders and creditors of the respective companies, the Competition Commission of India (CCI) and the High Court of Andhra Pradesh as well as approvals of all other requisite statutory and regulatory authorities. The Appointed Date for the Amalgamation is April 1, 2011 or such other date as may be fixed by the High Court.