| ||Updates on Outcome of Board Meeting | 4/27/2012 8:23:55 PM|| |
| ||AXIS Bank Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 27, 2012 the Board has, in consideration of the prevailing market conditions and having regard to underlying commercial factors, approved the reassessment of the valuation of the financial services business of Enam Securities Private Limited (“ESPL”) namely the businesses of investment banking, equity capital markets, debt capital markets, stock broking (retail and institutional) and initial public offering (“IPO”) application financing and loans against shares for the purpose of share acquisitions, distribution of third party products (including braking and commission of mutual funds, equity IPOs, capital gain bonds, fixed deposits, Reserve Bank of India bonds) and other financial products, advisory services in relation to the aforesaid and research, conducted by ESPL directly and through its wholly owned subsidiaries in India and overseas, namely, Enam Securities Direct Pvt. Ltd., Enam International Ltd. (UAE), Enam Securities Europe Limited (UK), Enam Finance Pvt. Ltd. The amended scheme of arrangement under Sections 391-394 of the Companies Act, 1956 (the “Amended Scheme”) will comprise of:|
(a) a demerger of the Enam Financial Services Business from ESPL to the Company, in consideration of which the Company will issue shares to the shareholders of ESPL in the ratio of 5 (Five) equity shares of the face value of Rs. 10 (Rupees Ten only) of the Company for every 1 (One) equity share of Rs. 10 (Rupees Ten only) of ESPL (the “Share Entitlement Ratio”) resulting in an aggregate of 1,20,90,000 (One Crore Twenty Lakhs Ninety Thousand) new equity shares of Rs. 10 (Rupees Ten only) of the Company being issued under the Amended Scheme; and
(b) immediately upon completion of the demerger under the Amended Scheme, a simultaneous sale of the Enam Financial Services Business will be undertaken from the Company to Axis Securities and Sales Private Limited, a wholly owned subsidiary of the Company (“ASSL”), for a cash consideration of Rs. 274,15,02,154 (Rupees Two Hundred Seventy Four Crores Fifteen Lakhs Two Thousand One Hundred and Fifty Four Only).
The Amended Scheme was tabled and approved by the Board at its meeting on April 27, 2012. The Board also approved the execution of agreements amending the transaction as expressed in terms of the Amended Scheme, including an amendment to the Implementation Agreement between the Company. ESPL. ASSL and certain identified shareholders of ESPL.
The Share Entitlement Ratio has been arrived at based on the valuation report prepared by Haribhakti & Co. and confirmed under a fairness opinion prepared by Macquarie Capital Advisors (India) Pvt. Ltd. submitted to the Board at its meeting.
The Reserve Bank of India had, v/d letter dated March 30, 2012. accorded their no at the structure at the transaction set forth in the Amended Scheme. The Amended Scheme is subject to the receipt of necessary approvals under applicable law, including the approval at the shareholders and creditors of the Company, ESPL and ASSL and the relevant High Courts.