Centurion Bank of Punjab Ltd has announced that the Board of Directors of the Bank at its meeting held on September 04, 2006, has approved the following:
1. The Draft Scheme of Amalgamation in terms of the share swap ratio as determined in the joint valuation report dated September 04, 2006 of M/s. N M Raiji & Co., and M/s. Deloitte Haskins & Sells, Chartered Accountants ("Joint Valuation Report") and the issuance of 7 equity shares of Re 1/-each of the Bank for every 5 equity shares of Rs 10/- each held in Lord Krishna Bank Ltd.
2. The amendments of Article 95 of the Articles of Association of the Bank to increase the maximum number of Directors from 12 to 15 subject to the approval of the members by a special resolution and of the Central Government under section 259 of the Companies Act, 1956.
3. The Preferential issue of equity shares as follows:
i) Upto 9,50,00,000 fully paid equity shares of nominal value of Re 1/- each at a premium of Rs 23.54 i.e. @ Rs 24.54 per equity share aggregating Rs 233.13 Crores to Bank Muscat (S A 0 G), representing 5.76% of the post issue equity share capital of the Bank.
ii) Upto 7,50,00,000 fully paid equity shares of nominal value of Re 1/- each at a premium of Rs 23.54 i.e. @ Rs 24.54 per equity share aggregating Rs 184.05 Crores to India Advantage Fund V through its Trustee, The Western India Trustees and Executor Company Ltd and acting through its investment Manager ICICI Venture Funds Management Company Ltd representing 4.55% of the post issue equity share capital of the Bank.
The aforesaid proposed issue of equity shares on a preferential basis will be subject to the necessary approval of the members of the Bank by a special resolution under Section 81 (1A) of the Companies Act, 1956 and such other regulatory approvals as may be required.
The Shares are being issued at a price determined in accordance with the SEBI (Disclosure and Investor Protection) Guidelines, 2000.
Further the Bank has informed that, the Board has decided to convene an Extraordinary General Meeting of the members of the Bank to be held on September 30, 2006 to consider the above matters.