Simplex Infrastructures : Extra Ordinary Meeting

SIMPLEX INFRASTRUCTURES

LIMITED

REGD OffICE

AN ISO 9001: 2015 certified company

,) I/CS/SE/OOI/9463I

The Manager. Listing Departmer:t National Stock Exchange of India lid. Exchange Plaza,Bandra Kurla COlllplex {Ban

The Secrelary

The Calcutta Stock Exchange Limited 7, Lyons Range

Kolkala - 700 00 I

Scrip code. 29053

Dear Sir,

Sub: !"oficr of E:-"oling, Cui- off dalt" for l:ltra.()rdinary

"SIMPLEX HOUSE' 27, SHA~,E.SPEARE ~ARANI, KOU

PHONES . ~91 332301.1600, fAX: .91 JJ 2289.1468

E.mail s,mple.kolkaliil@Slmplumlra,con, Website: _wSlmplexlnlriil.com

CIN No l45209 we 1924 PLe 004969

"pril 18.2022

The Secrelary aSE Limited

I'hirozc Jcejcephoy TowersDalal Street, Mumbai-40000 Scip code - 523838

Gent"rlil ,"('fling of the COlllplllly

IThis is to infonn you that an Exua-Grdinary General Meeting (EG~t) of the Company is schedule to be held on Thursday, Ith t'lay, 2,)22 al 3.00 p.m. through Video Conferendn~ ("Ve") I Otht'r Audio- Visual Means ("OAVM") in accordance

•.•i•l.h the relevant circulars issued by lhe Ministry of Corporate AITairs and Securities ("relevant drculars")

and E~changeThe remote e-voting period begins on Monday, 09th May 2022 at 9.00 A.M. and ends on Wednesday,

5.00 P.M

The Company has fixed 11IUrsdilY osth May. 2022 as the "cut-olr eligible to 'ole on lile resolutions set out in the Notice.

In compliance

11'~ May. 2022 atDate" for the purpose of detenniningBoard of [n~ialhe memberswith the relevant circulars. the Notice conveying the said EG~I. is being sent to all the members of theCompany whose email addresses are registered with the company! Depository Participlll1t(s) within the lime as required under lhe Companies Act 20 IJ

YOIllire re(lut'~tt'd to inform )'uur lIIt'm!Jt'n a(.t'tlrdia~ly lind dislJlny thh to )'(lur Notice UOllrdslVebsilt.

EOM notice endosed herewith.

Yours faithfully.

For S~I'LEX INFRASTRUCTURES LIMITED

,,~1Ii0

B.L.. RI~'

SR. VICE PRESIDENT & COMPANY SECRETARY

ADM, OffiCE: 1211. NELLIE SENGUPTA SARAOjI.KOlKAT"'700 081:1;

2252.1596/831118313; 831419312. FAX: (033) 225207595

BRANCHES: TRADE WORLD.'C" Wlt-tG, C,S NO 448. 3R) FLOOR. LOWER PAREL DIVISION, SENAPAn BAPAT MARG.lOWER PAREL.I,lUMBAI-4Of)013

:I; : (022) 4)48-1900. 'HEMI(UNTH" 4TH FlOO~. 89. NE~RU PlACE. NEW DELHI.110 019 'lI: . (0111 4~-42OQ. FAX: (011) 21i46-~9

• • HEAVlTREE COI,lPlEX. 1ST fLOOR, UNIT-C. NEW DOOR NO. 41. SPURTANK ROAD. CHHPET. CHENNAI-600031 'lI: : (04414281.6129

Simplex Infrastructures Limited

CIN - L45209WB1924PLC004969

Regd. Office: "SIMPLEX HOUSE", 27, Shakespeare Sarani, Kolkata-700017

Tel: 033-23011600, Fax: 033-22835964 e-mail:secretarial.legal@simplexinfra.com, website: www.simplexinfra.com

NOTICE

NOTICE is hereby given that an Extra-Ordinary General Meeting of the members of SIMPLEX

INFRASTRUCTURES LIMITED ("Company") will be held on Thursday, 12th May, 2022 at 3.00 p.m.(IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") facility, to transact the following SPECIAL BUSINESS:

1. Issue of Equity Shares and Warrants on a Preferential Allotment/Private Placement Basis to Swan Constructions Private Limited

To consider and if deemed fit, to pass, the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to (i) the provisions of Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force) (the "Act"); (ii) the provisions of Regulation 164A and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ("SEBI ICDR Regulations"); (iii) any other rules / regulations / guidelines, if any, prescribed by the Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), stock exchanges where the shares of the Company are listed ("Stock Exchanges") and/or any other statutory / regulatory authority; (iv) the Securities and Exchange

Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time ("Listing Regulations"); (v) the Memorandum and Articles of

Association of the Company; and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the lenders of the Company, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications, as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), as part of the Resolution Plan (defined below) and subject to the completion of the conditions precedent under the investment agreement dated 12th April, 2022 executed inter alia between the Company and Swan Constructions Private Limited (the "Subscriber")

(hereinafter referred to as the "Investment Agreement") which inter alia include (i) the banks and financial institutions who have extended various credit facilities (the "Facilities") to the

Company (the "Lenders") unanimously approving the resolution plan submitted by the Subscriber and the Company (which has been set out in the Investment Agreement) (the "Resolution Plan") to restructure obligations of the Company under the Facilities in accordance with the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 ("Stressed Asset Directions") issued by the Reserve Bank of Indiavide its circular dated June 7, 2019; (ii) signing of definitive documents (master restructuring agreement, security documents, escrow agreements etc.) by all the Lenders, the Company and the Subscriber to implement the Resolution Plan; (iii) receipt of in-principle approval from each of the Stock Exchanges; and (iv) the Subscriber having received approval of the Competition

Commission of India for its investment into the Company, the consent of the Members of the Company be and is hereby accorded to create, offer, issue and allot on preferential basis,

• 1. 5,75,11,000 (Five Crore Seventy Five Lakh Eleven Thousand) equity shares of the Company of the face value of Rs. 2 (Rupees Two) each ("Equity Shares") at a price of Rs.

  56.61/- (Rupees Fifty Six and Paisa Sixty One only) which includes a premium of Rs. 54.61/- (Rupees Fifty Four and Paisa Sixty One only) per Equity Share aggregating to Rs. 325,56,97,710/- (Rupees Three Hundred Twenty-Five Crore Fifty Six

  Lakhs Ninety Seven Thousand Seven Hundred and Ten Only); and

• 2. 1,70,00,000 (One Crore Seventy Lakhs) warrants ("Warrants"), each carrying a right exercisable by the Subscriber to subscribe to 1 (one) Equity Share per Warrant within 18

  (eighteen) months from allotment. Aggregate consideration for subscribing to Equity Shares upon exercise of the Warrants is Rs. 96,23,70,000/- (Rupees Ninety Six Crore Twenty Three Lakhs and Seventy Thousand only), of which (a) Rs. 24,05,92,500/- (Indian

  Rupees Twenty Four Crores Five Lakh Ninety Two Thousand and Five Hundred only) constituting 25% (Twenty Five per cent) of this aggregate consideration will be paid on

  Warrant subscription by the Subscriber; and (b) the balance 75% (Seventy Five per cent) will be paid on the conversion of the Warrants by the Subscriber;

to the Subscriber, an entity which does not belong to the promoter and promoter group of the Company, in accordance with Chapter V of the SEBI ICDR Regulations and other applicable laws and on such terms and conditions as mentioned hereunder ("Preferential Allotment").

RESOLVED FURTHER THAT in terms of the provisions of SEBI ICDR Regulations, the

"Relevant Date" for the purpose of determination of minimum price for the issue and allotment of Equity Shares as mentioned above shall be 12th April, 2022 being the date 30 (thirty) days prior to the date of this Extra-Ordinary General Meeting.

RESOLVED FURTHER THAT the special resolution shall be deemed to be passed only if the votes cast by the shareholders in the "public‟ category in favour of the proposal are more than the number of votes cast against it.

RESOLVED FURTHER THAT the consent of the Members of the Company be and is hereby accorded that after the completion of the Preferential Allotment of equity shares to the

Subscriber as contemplated in this resolution and in accordance with the terms of the Investment Agreement, the Subscriber will acquire sole control and management of the

Company and will have the right to appoint a majority of the directors on the board of the

Company and will be classified as the "Promoter" of the Company in compliance with the

Listing Regulations and other applicable laws.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of

Equity Shares to the Subscriber shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

• (a) Equity Shares to be issued and allotted pursuant to this resolution shall be listed and traded on the BSE Limited, the National Stock Exchange of India Limited and the Calcutta Stock

  Exchange Limited and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company;

• (b) The Equity Shares allotted to the Subscriber shall be fully paid up and rank pari-passu

with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting rights);

• (c) The Subscriber shall be required to bring in the entire consideration for the Equity Shares to be allotted to the Subscriber, on or before the date of allotment thereof;

• (d) No partly paid-up Equity Shares shall be issued/allotted;

• (e) The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Subscriber;

• (f) The Equity Shares shall be allotted within the timelines prescribed under the SEBI ICDR Regulations;

• (g) Allotment of Equity Shares shall only be made in dematerialized form; and

• (h) The Equity Shares allotted on a preferential basis shall remain locked-in in accordance with the provisions of SEBI ICDR Regulations.

RESOLVED FURTHER THAT that without prejudice to the generality of the above resolution, the issue of the Warrants and Equity Shares to be allotted on exercise of Warrants under the

Preferential Allotment shall be subject to the following terms apart from others as prescribed under applicable laws:

• (a) An amount equivalent to 25% (Twenty Five per cent) of the price of the Equity Share shall be payable at the time of subscription of each Warrant and the balance 75%

  (Seventy Five per cent) of the price of the Equity Share shall be payable by the Subscriber against each Warrant at the time of allotment of Equity Shares pursuant to exercise of the Warrants. The amount paid against Warrants shall be adjusted / set-off against the issue price of the resultant Equity Shares;

• (b) The price determined above and the number of Equity Shares to be allotted on the exercise of the Warrants shall be subject to appropriate adjustments, as permitted under applicable laws. Apart from the said right of adjustment, the Warrants do not give any rights/entitlements to the Subscriber as a shareholder of the Company;

• (c) The Warrants may be exercised by the Subscriber, in one or more tranches, at any time on or before the expiry of 18 (eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised along with the aggregate amount payable for them. The Company shall, without any further approval from the Members of the Company, allot the corresponding number of Equity Shares in dematerialized form;

• (d) Equity Shares to be issued and allotted on exercise of the Warrants shall be listed and traded on the BSE Limited, the National Stock Exchange of India Limited and the Calcutta Stock Exchange Limited and shall be subject to the provisions of the Memorandum of

  Association and Articles of Association of the Company;

• (e) The Equity Shares allotted to the Subscriber on conversion of the Warrants shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting rights);

• (f) No partly paid-up Equity Shares shall be issued/allotted;

• (g) The consideration for allotment of Warrants and the Equity Shares to be allotted on

conversion of the Warrants shall be paid to the Company from the bank accounts of the Subscriber;

• (h) The Warrants and the Equity Shares on the conversion of the Warrants shall be allotted within the timelines prescribed under the SEBI ICDR Regulations;

• (i) Allotment of Warrants and Equity Shares on conversion of Warrants shall only be made in dematerialized form;

• (j) The Warrants and the Equity Shares allotted on conversion of the Warrants shall remain locked-in in accordance with the provisions of SEBI ICDR Regulations; and

• (k) In the event the Subscriber does not exercise the Warrants within 18 (eighteen) months from the date of allotment, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modifications(s) or modify the terms of issue of Equity Shares and Warrants, subject to the provisions of the Act and SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient including for the issue of private placement letter of offer, allotment of shares and warrants, making of application(s) to the Stock Exchanges for obtaining in-principle approval, allotment and listing of the Equity Shares and Warrants, filing of requisite documents with the Registrar of Companies, filing of requisite documents with the depositories, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the Equity Shares and Warrants, utilization of issue proceeds, signing of all deeds and documents as may be required and effecting any modifications, changes, variation, alterations, additions and/or deletions to the foregoing conditions as may be required by any regulatory or other authorities or agencies involved in or concerned with the issue of the Equity Shares without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to delegate any or all of the powers conferred upon it by this resolution to any Committee of Directors of the Company ("Committees"), any other director(s) of the Company, and/or officer(s) of the Company.

RESOLVED FURTHER THAT all actions taken by the Board or Committee(s) duly constituted for this purpose in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects."

2. Adoption of a new set of Articles of Association as per Companies Act, 2013

To consider and if deemed fit, to pass, the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013, and other applicable provisions read with the Rules and Regulations made there under including any amendment, re-enactment or statutory modification thereof, the new set of Articles of Association (as circulated along with notice of this meeting) be and are hereby approved and adopted in substitution for, and to the exclusion, of the existing Articles of Association of the Company.

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