S.Kumars Nationwide Ltd has announced that the Board of Directors of the Company at its meeting held on October 16, 2006, has approved the following:
1. Issue of Equity Shares, Fully Convertible Debentures / Partly Convertible Debentures or Securities other than Warrants which are convertible into or exchangeable with Equity Shares (Securities), through a Qualified Institutions Placement to Qualified Institutional Buyers for a sum not exceeding Rs 300 Crores, pursuant to the Guidelines issued by the Securities and Exchange Board of India dated May 08, 2006, for "Qualified Institutions Placement" under Chapter XIII-A of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (QIP Guidelines).
The pricing of the Securities proposed to be issued will be determined in accordance with QIP Guidelines for Qualified Institutions Placement.
2. Issue of upto 1,35,00,000 Fully Convertible Debentures convertible into an equivalent number of Equity Shares of Rs 10/- each at a price of Rs 80/- per Equity Share, to the Promoter group, on the following terms and conditions:
i) At any time on or before the expiry of 18 months from the date of allotment, the FCDs shall be compulsorily converted, in one or more tranches, into an equivalent number of Equity Shares of Rs 10/ at a price of Rs 80/- per share (including premium of Rs 70/- per share). The FCDs shall not be entitled to any interest.
ii) The FCDs and the Equity Shares arising on conversion of the FCDs, shall be subject to a lock-in as determined under the provisions of Chapter XIII (Guidelines for Preferential Issues) of the SEBI Guidelines.
iii) The issue of the FCDs as well as the Equity Shares, arising as a consequence of conversion of the FCDs in the manner aforesaid shall be governed by the respective provisions of the Companies Act, 1956, the Memorandum & Articles of Association of the Company and also the provisions of Chapter XIII of the SEBI Guidelines, 2000, as amended from time to time, or the provisions of any guidelines issued by any other authority as the ease may be, or any modifications thereof.
The pricing of the Securities proposed to be issued will be determined it accordance with Chapter XIII of the SEBI Guidelines for Preferential Issues.
Further the Company has informed that, to give effect to the above Resolutions, the Board of Directors has resolved to convene an Extraordinary General Meeting of the shareholders of the Company on November 09, 2006.