JRG Securities Seeks EGM approval for issue of securities

JRG Securities Ltd has announced that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on August 24, 2007, inter alia, to transact the following business:

1. Increase in the existing Authorised Share Capital of the Company from Rs 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs 10/- each to Rs 40,00,00,000/- divided into 4,00,00,0000 Equity Shares of Rs 10/- each ranking pari passu with the existing equity shares of the Company, consequential amendments in the Memorandum & Articles of Association of the Company.

2. To offer, issue and allot for cash on a preferential basis the following Securities, in one or more tranches, on or before the prescribed due date for allotment and on such terms, including lock in requirements, as may be deemed appropriate by the Board and at a price which shall not be lesser than the minimum specified price as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000:

a. 1,03,82,174 Equity shares of Rs 10/- each at the rate of Rs 48/- per equity share, including a premium of Rs 38/- per equity share, aggregating to Rs 49,83,44,352 to M/s. Duckworth Ltd, a Company incorporated under the laws of Mauritius and,

b. 1,33,33,333 Convertible Warrants at a subscription price of Rs 4.80 per warrant entitling the holder of warrants to exercise an option to subscribe to 1,33,33,333 Equity Shares of the Company having a face value of Rs 10/- each at an exercise price of Rs 43.20 (effective price being Rs 48/- per Equity Share and at a premium of Rs 38/- per equity share) to the Investor, M/s. Duckworth Ltd, a Company incorporated under the laws of Mauritius.

3. To offer, issue and allot for cash on a preferential basis the following Securities in one or more tranches, on or before the prescribed due date for allotment and on such terms, including lock in requirements, as may be deemed appropriate by the Board and at a price which shall not be lesser than the minimum specified price as per the SEBI (Disclosure and investor Protection) Guidelines, 2000 at a subscription price of Rs 4.80 per warrant, entitling the holder of convertible warrants to exercise an option to subscribe to equal number of Equity Shares of the Company having a face value of Rs 10/- each at an exercise price of Rs 43.20 (effective price being Rs 48/- per Equity Share and at a premium of Rs 38/- per equity share) to the following promoters of the Company;

a. Regi Jacob - 828619 No of Convertible Warrants

b. Giby Mathew - 828618 No of Convertible Warrants

4. To make an investment of upto Rs 25,00,00,000 for a 57% stake in the equity capital of bodies corporate and / or by creating or acquiring a beneficial interest in any incorporated entity, existing or to be incorporated, as a Non Banking Finance Company alongwith Duckworth Ltd who Will hold 43% the said Non Banking Finance Company by investing upto Rs 26,40,35,088 at a 40% premium to par, from time to time, in one or more tranches and in such manner and during such period as the Board may decide subject to the applicable guidelines for the time being in force in a manner and time to be determined by the Board. The Company shall endeavor to list the Non Banking Finance Company in the exchanges OR to buy back the entire stake of Duckworth Ltd for cash at the prevailing Price to book of the parent within 3 years AND within 18 months the Company shall buy back for cash Duckworth Ltd's proportionate stake in the Non Banking Finance Company so that the remaining stake held directly or indirectly by Duckworth Ltd in the said Non Banking Finance Company is less than 74%, subject to necessary provisions & approvals.

Source : Equity Bulls

Keywords