MASTEK LIMITED Mumbai, September 15, 2014: The Board of Directors of Mastek Limited in its meeting held today, approved the demerger of the Insurance Products and Services business of Mastek Limited ("Mastek") into a new company to be named as Majesco Limited ("Majesco") followed by transfer of the offshore insurance operations business ("Offshore Insurance") by Majesco to Majesco Software and Solutions India Private Limited ("MSS India"), a wholly owned subsidiary of MajescoMastek Insurance Software and Solutions Inc. ("MM ISS") ("Proposed Restructuring").
Mastek shareholders will get one equity share of Majesco for every equity share held in Mastek, in addition to their existing Mastek shares. Majesco is proposed to be listed on the BSE and the NSE, being exchanges where Mastek is currently listed.
Mr. S Sandilya, Chairman, Mastek said "This is part of Mastek's continuing endeavour to maximise shareholder value and create a platform for the Insurance products and services business to tap the immense opportunity in the US and Global Insurance market."
Mr. Sudhakar Ram, Managing Director & Group CEO, Mastek said "This move is in line with Mastek's core ideal of "Win for All". The proposed business structure enables the group to take advantage of the market opportunity presented in the US and in the UK and is aimed at aligning the business models, capital allocation and decision making within the Group. The restructuring will create value for all its stakeholders including customers, employees and shareholders"
Mr. Ketan Mehta, Director, Mastek said "US Insurance Industry is in the midst of a once in a generation modernisation cycle, providing an excellent opportunity for Majesco to gain a large share in the growing market. This restructuring will enable creation of a strong platform to pursue next stage of growth"
The Board of Mastek approved the scheme of arrangement and believes that the restructuring will meet the following objectives:
- Facilitate businesses to independently pursue their growth plans through organic / inorganic means
- Enhance management focus and operational flexibility
- Create platform to enhance financial flexibility
- Provide an opportunity for the shareholders to participate in business of their choice based on their risk-reward profile
The scheme will have to go through a High Court process under Sections 391 to 394 of the Companies Act, 1956 and will be subject to approval of the Hon'ble High Court of Bombay and Hon'ble High Court of Gujarat. The appointed date for the demerger is April 1, 2014 and the appointed date for the Offshore Insurance transfer will be November 1, 2014. The scheme of arrangement will further be subject to various statutory approvals, including those from the shareholders and the lenders / creditors of Mastek.
Advisors to the Restructuring
Kotak Investment Banking and PwC acted as transaction advisors
Kotak Investment Banking provided the fairness opinion to the Board of Mastek
PwC acted as the Tax advisors
Khaitan & Co acted as the Legal Advisors
Walker Chandiok & Co LLP as Chartered Accountants submitted the valuation report
Mastek is a publicly held (NSE: MASTEK; BSE: 523704) leading IT player with global operations providing enterprise solutions to insurance, government, and financial services organizations worldwide. With its principal offshore delivery facility based at Mumbai, India, Mastek operates across North America, Europe, and Asia Pacific regions. Incorporated in 1982, Mastek has been at the forefront of technology and has made significant investments in creating intellectual property, which along with proven methodologies and processes, increase IT value generation to its customers through onsite and offshore deliveries. For more information and past results & conference call transcripts, please visit our web site www.mastek.com (and/or the Investors section at http://www.mastek.com/investors.html). Updated disclosures regarding corporate governance may also be accessed in the web site's Investors section at: http://www.mastek.com/investors/corporate-governance.html.
Investor / Analyst contact:
Diwakar Pingle
Christensen IR
+91-22-4215-0210
dpingle@christensenir.comThis email address is being protected from spambots. You need JavaScript enabled to view it.
Media Contact:
Sanjay Mudnaney
Mastek Ltd
+91-22-2824-7827
sanjay.mudnaney@mastek.comThis email address is being protected from spambots. You need JavaScript enabled to view it.
Shareholders may also contact Mastek via email at Investor_grievances@mastek.comThis email address is being protected from spambots. You need JavaScript enabled to view it. , which has been specifically created for the redressal of investor grievances. You may also contact the Investor Relations team by email at investor.relations@mastek.comThis email address is being protected from spambots. You need JavaScript enabled to view it. .
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