|
| Exchange Disseminated Time | Zee Telefilms Ltd has informed BSE about the salient features of Scheme of Arrangement between the Company, Zee News Ltd, Siti Cable Network Ltd, Wire and Wireless (India) Ltd and their respective shareholders, for De-merger of News Business undertaking of the Company in favour of Zee News Ltd and Cable Business undertakings of the Company and Siti Cable Network Ltd, a wholly owned subsidiary of the company, in favour of Wire and Wireless (India) Ltd.
Aforesaid scheme was approved by the Hon’ble High Court of Bombay on November 17, 2006 and became effective from November 22, 2006.
Below mentioned are salient features of the Scheme
- Appointed Date : March 31, 2006
- Effective Date : November 22, 2006
A. De-merger of News Business Undertaking of the Company in favour of Zee News Ltd (ZNL):-
- Upon the Scheme becoming effective and with effect from the Appointed Date, the entire News Business Undertaking of the Company shall, without any further act, instrument or deed, be transferred to and vest in or be deemed to be transferred to and vested in ZNL, as a going concern, so as to vest in ZNL all the rights, title and interest of the Company (relating to News Business Undertaking), subject to subsisting charges and pledges, if any.
- The investments in the equity capital of ZNL as appearing in the books of accounts of the Company shall stand cancelled.
- Upon the Scheme being effective and on the record date, the shareholders of the Company shall be entitled for 137 fully paid up equity shares of Re 1 each of ZNL for every 100 equity shares of Re 1 each held in the Company.
- If on the Record Date the Foreign Institutional Investors (FIIs) hold more than 32% equity share capital in the Company, than such class of FIIs holding more than 0.5% shareholding in the Company or such other class of FIIs as the Board of the Company deem fit, would be proportionately allotted 1,781 fully paid up preference shares of Re 1 each of ZNL for every 100 equity shares of Re 1 each held in the Company by the respective FIIs, for such excess holding.
- The fully paid-up equity share capital of ZNL after giving effect to the entitlement of shares shall be reduced by canceling 67 equity shares of Re 1 each fully paid-up for every 100 equity shares of Re 1 each fully paid-up held in ZNL.
- As a net effect, after giving effect to entitlement of shares and followed by reduction of capital. ZNL shall issue and allot 45.2 fully paid equity share of Re 1 each for every 100 equity share of Re 1 each held in the Company to the members of the Company holding fully paid-up equity shares in the Company and whose name appear in the register of members of the Company as on the Record Date.
B. De-merger Cable Business Undertaking of the Company and that of Siti Cable Network Ltd (Siti Cable), the wholly owned subsidiary of the Company, in favour of Wire and Wireless (India) Ltd (WWIL):-
- Upon the Scheme becoming effective and with effect from the Appointed Date, the entire Cable Business Undertaking of the Company and that of Siti Cable shall without any further act, instrument or deed, be transferred to and vest in or be deemed to be transferred to and vested in WWIL, as a going concern, so as to vest in WWIL all the rights, title and interest of the Company and Siti Cable (relating to Cable Business Undertaking), subject to subsisting charges and pledges, if any.
- Upon the Scheme being effective and on the record date, WWIL issue and allot 1 fully paid up equity share of Re 1 each of WWIL for every 2 equity shares of Re 1 each held in the Company to the members of the Company.
- Thus, WWIL shall issue and allot 50 fully paid equity share of Re 1 each for every 100 equity share of Re 1 each held in the Company to the members of the Company holding fully paid-up equity shares in the Company and whose name appear in the register of members of the Company as on the Record Date.
- WWIL shall also issue nominal Preference Shares of Re 1 each to the Company on account of its equity and preference shares holding in Siti Cable.
C. General features applicable to both Demergers:-
No coupons shall be issued in respect of fractional entitlements, if any, by ZNL and WWIL, to the members of the Company at the time of issue and allotment of Equity and Preference Shares. The Board of Directors of ZNL and WWIL shall consolidate all fractional entitlements, if any, arising due to the demerger of the News and Cable Business Undertaking and allot Equity and Preference Shares in lieu thereof to a director or such other authorised representative(s) as the Board of Directors of ZNL and WWIL shall appoint in this behalf, who shall hold the Equity and Preference Shares issued in ZNL and WWIL, in trust on behalf of the members entitled to fractional entitlements with the express undertaking that such director(s) or other authorised representative(s) shall sell the same in the market at such time or times and at such price or prices and to such person or persons, as it/he/they may deem fit and pay to ZNL and WWIL, the net sale proceeds thereof, whereupon ZNL and WWIL, shall distribute net sale proceeds, subject to taxes, if any, to the members in proportion to their respective fractional entitlements. The Board of Directors of ZNL and WWIL, if it deems necessary, in the interest of allottees, approve such other method in this behalf as it may, in its absolute discretion, deem fit.
The Shares to be allotted by ZNL and WWIL shall be listed on the below mentioned stock exchanges on which the shares of the Company are listed on the Effective Date:
i. The Bombay Stock Exchange Ltd, Mumbai (BSE)
ii. The National Stock Exchange of India Ltd., Mumbai (NSE)
iii. The Calcutta Stock Exchange Association Ltd, Kolkata (CSE) |
|
|