25th September 2017
NOTICE
Sub: Schemes of Arrangement by Listed Entities and (ii) Relaxation under
Sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules,
1957
To all
Listed Companies
Attention of such aforesaid listed companies are drawn to SEBI Circular
Ref. No. CFD/DIL3/CIR/2017/105
dated September 21, 2017 (copy available at CSE
web-site at www.cse-india.com and SEBI web-site at www.sebi.com) wherein
As per point number 3 of the said Circular
in order to align the requirements specified for listing under schemes of
arrangement under Clause III (A)(1)(b) of Annexure I
of the Circular with those specified under Rule 19(2)(b) of SCRR, it has been
decided to amend Clause III (A)(1)(b) of Annexure I of Circular No.
CFD/DIL3/CIR/2017/21 dated March 10, 2017 as under:
“At least twenty five per cent of the post-scheme paid up share capital
of the transferee entity shall comprise of shares allotted to the public
shareholders in the transferor entity;
Provided that an entity
which does not comply with the above requirement may satisfy the following
conditions:
i. The entity has a valuation in excess of
Rs.1600 crore as per the valuation report; ii. The value of post-scheme
shareholding of public shareholders of the listed entity in the transferee
entity is not less than Rs.400 crore; iii. At least ten percent of the
post-scheme paid up share capital of the transferee entity comprises of shares
allotted to the public shareholders of the transferor entity; and,
iv. The entity shall
increase the public shareholding to at least 25% within a period of one year
from the date of listing of its securities and an undertaking to this effect is
incorporated in the scheme.”
This is for information and necessary action.
CS
Chandrani Datta
Executive-Listing