27 March 2022 | |
The Deputy General Manager | The Asst. Vice President, |
Corporate Relationship Dept. | Listing Department |
BSE Ltd. | National Stock Exchange of India Ltd. |
1st Floor, New Trading Ring Rotunda | Exchange Plaza, 5th Floor Plot No, C/1, |
Building, P. J. Towers Dalai Street, Port | G Block Bandra-Kurla Complex Sandra |
Mumbai 400 001 | (East), Mumbai - 400 051 |
BSE Security Code: 532689 | NSE Symbol: PVR |
Sub: Outcome of board meeting held on 27 March 2022.
Ref: Disclosure under Regulation 30 of the Securities and ExchangeBoardofIndia
(ListingObligationsandDisclosureRequirements)Regulations, 2015, as amended, ("Listing Regulations") read with the Securities and Exchange Board of India ("SEBI") circular dated 9
September
2015,bearingreferenceno.
CIR/CFD/CMD/4/2015
("Disclosure Circular"), as amended from time to time.
Dear Madam/Sir,
The Board of Directors ("Board") of PVR Limited ("Company" or "Transferee Company"), at their meeting held today (i.e. 27 March 2022), after due deliberations, have considered and approved a scheme of amalgamation of INOX Leisure Limited ("Transferor Company") into and with the Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder ("Scheme"). The Board of the Company has also approved the execution of a merger co-operation agreement between the Transferor Company, the Transferee Company, GFL Limited, INOX Infrastructure Limited, Mr. Pavan Kumar Jain, Mr. Siddharth Jain, Mr. Ajay Bijli and Mr. Sanjeev Kumar ("Merger Co-operation Agreement") which sets out the manner of effecting the proposed amalgamation contemplated under the Scheme, the representations and warranties being given by each party and the rights and obligations of the respective parties.
The Scheme is subject to the receipt of applicable approvals, including approvals from the respective jurisdictional Hon'ble National Company Law Tribunal, SEBI, BSE Limited and the National Stock Exchange of India Limited and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary. The Appointed Date for the Scheme shall be the Effective Date of the Scheme (which shall be the date on which the last of the conditions precedent to effectiveness as set out in the Scheme are satisfied) or such other date that the Transferor Company and the Transferee Company may agree mutually, and is the date with effect from which the Scheme shall be operative.
In addition, the Board of the Company, after due deliberations, has considered and approved the entering into a binding term sheet ("BTS") with the Transferor Company, GFL Limited, INOX Infrastructure Limited, Mr. Pavan Kumar Jain, Mr.
Siddharth Jain, Mr. Ajay Bijli and Mr. Sanjeev Kumar (collectively, "Parties"), to establish the inter-se rights amongst the Parties in the Transferee Company post the Scheme becoming effective (Effective Date being as prescribed under the Scheme).
The Scheme will be filed with the stock exchanges as per the applicable provisions of Regulation 37 of the SEBI Listing Regulations read with the SEBI circular dated 10 March 2017, bearing reference number CFD/DIL3/CIR/2017/21, as amended from time to time.
I.
The information in connection with the Scheme, required to be furnished pursuant to Regulation 30 of the Listing Regulations read with the Disclosure Circular, is set out herein below:
(a) | Name of the entities forming part of the amalgamation/merger, details in brief such as, size, turnover etc. |
|
(b) | Whether the transaction would fall within related party transactions? If yes, | No. SincetheTransferorCompanyandthe |
whether the same is done at "arms' length" | Transferee Company are not related parties, the amalgamation of the Transferor Company with the Transferee Company will not fall within related party transactions. In any event, the transactions contemplated in the Scheme are being undertaken at arms' length. | |
(c) | Area of business of the entities |
|
(d) | Rationale amalgamation/ mergerfor | The proposed amalgamation would be in the best interest of the Transferee Company and the Transferor Company and their respective shareholders, employees, creditors and other stakeholders as the proposed amalgamation will yield advantages as set out, inter alia below:
|
administrative and other common costs by bulk negotiations);
| ||
(e) | In case of cash consideration - amount or otherwise share exchange ratio | The share exchange ratio for the amalgamation of the Transferor Company with the Transferee Company shall be 3 (Three) fully paid up equity shares of the Transferee Company for every 10 (Ten) fully paid up equity shares of Transferor Company. The share exchange ratio has been arrived at based on the joint valuation report dated 27 March 2022 issued by M/s. SSPA & Co., Chartered Accountants (Registered Valuer) and Drushti Desai, Registered Valuer, Partner at Bansi S. Mehta & Co., supported by a fairness opinion dated 27 March 2022 submitted by Axis Capital Limited, an independent SEBI registered merchant banker. |
(f) | Brief details of change in shareholding pattern (if any) of the listed entity | Upon the Scheme becoming effective, the Transferee Company will issue equity shares as mentioned in point (e) above to the equity shareholders of the Transferor Company as on the "record date" and all the equity shares of the Transferor Company shall stand extinguished. |
II.
The information in connection with the Merger Co-operation Agreement, is set out herein below:
a) | Name(s) of parties with whom the agreement is entered | The Merger Co-Operation Agreement has been entered into amongst Transferor Company, GFL Limited, INOX Infrastructure Limited, Mr. Pavan Kumar Jain, Mr. Siddharth Jain, Transferee Company, Mr. Ajay Bijli and Mr. Sanjeev Kumar. |
b) | Purpose of agreemententeringintothe | The Merger Co-Operation Agreement sets out the manner of effecting the proposed amalgamation contemplated under the Scheme, the representations and warranties being given by each party and the rights and obligations of the respective parties. |
c) | Shareholding, if any, in the entity with whom the agreement is executed | Transferor Company, GFL Limited, INOX Infrastructure Limited, Mr. Pavan Kumar Jain and Mr. Siddharth Jain do not hold any equity shares in the Transferee Company. In addition, the Transferee Company and its existing promoters do not hold any equity shares in the Transferor Company. |
d) | Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.; | The Merger Co-Operation Agreement, inter alia, sets out the manner of effecting the proposed amalgamation contemplated under the Scheme, the representations and warranties being given by each party and the rights and obligations of the respective parties. Upon the Scheme becoming effective, and in addition to the existing promoters of the Transferee Company, GFL Limited and INOX Infrastructure Limited, will be classified as the 'Promoters' of the Transferee Company Upon the effectiveness of the proposed amalgamation, Mr. Pavan Kumar Jain and Mr. Siddharth Jain will get certain special management rights over the Transferee Company, including their appointment as a director of the Transferee Company and accordingly, both will be classified as 'Promoters'/ 'Promoter Group' of the Transferee Company upon the Scheme |
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PVR Limited published this content on 27 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2022 09:40:07 UTC.