Varun Shipping calls for EGM to issue shares

Varun Shipping Company Ltd has announced that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on November 29, 2006, inter alia, to transact the following:

1. To create, issue, offer, allot, or dispose off on preferential basis, at its sole and absolute discretion, to Caledonia Investments plc, which is a Foreign Institutional Investor upto 151,50,000 equity shares of Rs 10 each at a price of Rs 75 per share (i.e. Rs 10 on capital account and Rs 65 on premium account), of an amount not exceeding Rs 113,62,50,000 in the aggregate (the Equity Shares), which price is calculated in accordance with the SEBI Preferential Issue Guidelines with October 30, 2006 being the relevant date i.e. the date thirty days prior to the date of Extra-ordinary General Meeting of the Company where the proposed issue is to be considered (the Relevant Date) and shall be payable on or before the date of allotment, on such other terms and conditions as may be deemed appropriate by the Board, subject to necessary provisions & approvals.

2. To create, issue, offer, allot, or dispose off on preferential basis, at its sole and absolute discretion, to Sofina S.A. which is a foreign body corporate, upto 16,50,000 equity shares of Rs 10 each at a price of Rs 75 per share (i.e. Rs 10 on capital account and Rs 65 on premium account), of an amount not exceeding Rs 12,37,50,000 in the aggregate (the Equity Shares), which price is calculated in accordance with the SEBI Preferential Issue Guidelines with October 30, 2006 being the relevant date i.e. the date thirty days prior to the date of Extra-ordinary General Meeting of the Company where the proposed issue is to be considered (the Relevant Date) and shall be payable on or before the date of allotment, on such other terms and conditions as may be deemed appropriate by the Board, subject to necessary provisions & approvals.

3. To create, issue, offer, allot, or dispose off on preferential basis, at its sole and absolute discretion, to ICG Q Ltd, which is a sub account of Kotak Mahindra (UK) Ltd, which is a Foreign Institutional Investor, upto 12,00,000 equity shares of Rs 10 each at a price of Rs 75 per share (i.e. Rs 10 on capital account and Rs 65 on premium account), of an amount not exceeding Rs 9,00,00,000 in the aggregate (the Equity Shares), which price is calculated in accordance with the SEBI Preferential Issue Guidelines with October 30, 2006 being the relevant date i.e. the date thirty days prior to the date of Extra-ordinary General Meeting of the Company where the proposed issue is to be considered (the Relevant Date) and shall be payable on or before the date of allotment, on such other terms and conditions as may be deemed appropriate by the Board, subject to necessary provisions & approvals.

4. To create, issue, offer, allot, or dispose off on preferential basis, at its sole and absolute discretion, to Societe General, which is a Foreign Institutional Investor or Transportation Infrastructure and Energy Investments, sub-account of Matterhorn Advisory Singapore Pte Ltd, which is a Foreign Institutional Investor, upto 12,00,000 equity shares of Rs 10 each at the price of Rs 75 per share (i.e. Rs 10 on capital account and Rs 65 on premium account), of an amount not exceeding Rs 9,00,00,00 in the aggregate (the Equity Shares), which price is calculated in accordance with the SEBI Preferential Issue Guidelines with October 30, 2006 being the relevant date i.e. the date thirty days prior to the date of Extra-ordinary General Meeting of the Company where the proposed issue is to be considered (the Relevant Date) and shall be payable on or before the date of allotment, on such other terms and conditions as may be deemed appropriate by the Board, subject to necessary provisions & approvals.

5. To create, issue, offer, allot, or dispose off on preferential basis, at its sole and absolute discretion, to IL&FS Trust Company Ltd A/c IL&FS Pvt Equity Trust-Leverage India Fund which is SEBI registered Venture Capital Fund upto 15,00,000 equity shares of Rs 10 each at a price of Rs 75 per share (i.e. Rs 10 on capital account and Rs 65 on premium account), of an amount not exceeding Rs 11,25,00,000 in the aggregate (the Equity Shares), which price is calculated in accordance with the SEBI Preferential Issue Guidelines with October 30, 2006 being the relevant date i.e. the date thirty days prior to the date of Extra-ordinary General Meeting of the Company where the proposed issue is to be considered (the Relevant Date) and shall be payable on or before the date of allotment, on such other terms and conditions as may be deemed appropriate by the Board, subject to necessary provisions & approvals.

6. To create, issue, offer, allot, or dispose off on preferential basis at its sole and absolute discretion to Khatau International Ltd which is a promoter group Company upto 18,50,000 equity shares of Rs 10 each at a price of Rs 75 per share (i.e. Rs 10 on capital account and Rs 65 on premium account) of an amount not exceeding Rs 13,87,50,000 in the aggregate (the Equity Shares), which price is calculated in accordance with the SEBI Preferential Issue Guidelines with October 30, 2006 being the relevant date i.e. the date thirty days prior to the date of Extra-ordinary General Meeting of the Company where the proposed issue is to be considered (the Relevant Date) and shall be payable on or before the date of allotment, on such other terms and conditions as may be deemed appropriate by the Board, subject to necessary provisions & approvals.

7. To create, issue, offer, allot, or dispose off on preferential basis at its sole discretion, to Khatau International Ltd which is a promoter group Company, upto 39,50,000 Optionally Fully Convertible Warrants (OFCWs) of Rs 75 each of an amount not exceeding Rs 29,62,50,000 in the aggregate with currency not exceeding twelve months from the date of issue and / or allotment of the OFCWs, each OFCW entitling the holder thereof to exercise its option to apply for and be issued and allotted one fully paid equity share of the face value of Rs 10 each in the Company at any time upto a period not exceeding twelve months from the date of issue and allotment of the OFCWs which option may be exercised by Khatau International Ltd in one or more tranches, and on such other terms and conditions as the Board may, from tome to time, determine and as may be deemed appropriate by the Board and to finalise all matters incidental thereto, subject to necessary provisions & approvals.

8. To create, issue, offer, allot, or dispose off on preferential basis at its sole discretion, to Tarun Shipping and Industries Ltd which is a promoter group Company, upto 39,50,000 Optionally Fully Convertible Warrants (OFCWs) of Rs 75 each of an amount not exceeding Rs 29,62,50,000 in the aggregate with currency not exceeding twelve months from the date of issue and / or allotment of the OFCWs, each OFCW entitling the holder thereof to exercise its option to apply for and be issued and allotted one fully paid equity share of the face value of Rs 10 each in the Company at any time upto a period not exceeding 12 months from the date of issue and allotment of the OFCWs which option may be exercised by Tarun Shipping and Industries Ltd in one or more tranches, and on such other terms and conditions as the Board may, from time to time, determine and as may be deemed appropriate by the Board and to finalise all matters incidental thereto, subject to necessary provisions & approvals.

9. To create, issue, offer, allot, or dispose off on preferential basis at its sole discretion, to Mr Arun Mehta, the Vice Chairman and Managing Director of the Company, upto 6,00,000 Optionally Fully Convertible Warrants (OFCWs) of Rs 75 each of an amount not exceeding Rs 4,50,00,000 in the aggregate with currency not exceeding eighteen months from the date of issue and / or allotment of the OFCWs or such extended currency as may be permitted under the applicable SEBI Preferential Issue Guidelines as amended from time to time, each OFCW entitling the holder thereof to exercise its option to apply for and be issued and allotted one fully paid equity share of the face value of Rs 10 each in the Company at any time upto a period not exceeding eighteen months from the date of issue and allotment of the OFCWs or such further extended period as may be permitted under the applicable SEBI Preferential Issue Guidelines as amended from time to time, which option may be exercised by Mr Arun Mehta in one or more tranches, and on such other terms and conditions as the Board may, from time to time, determine and as may be deemed appropriate by the Board and to finalise all matters incidental thereto, subject to necessary provisions & approvals.

10. To create, issue, offer, allot at its sole discretion any securities including equity shares, fully convertible debentures, partly convertible debentures, or any securities other than warrants which are convertible into or exchangeable with equity shares at a later date or such securities as may be specified under other than warrants, which are convertible debenture, partly convertible debentures or any securities other than warrants, which are convertible into or exchangeable with equity shares at a later date or such other securities as may be specified under SEBI QIP Guidelines from time to time (Specified Securities) at par or at premium in one or more tranches with or without over allotment and / or green shoe options, and on such terms and conditions as the Board may, from time to time determine in its absolute discretion, so however that the total amount raised through the Specified Securities shall not exceed Rs 500 crores inclusive of such premium, as may be decided by the Board under SEBI QIP Guidelines, to Qualified Institutional Buyers, by private placement or otherwise as may be permissible under SEBI QIP Guidelines, subject to necessary provisions & approvals.

11. To keep the register of members, the index of members, the register and index of debenture holders and copies of all annual returns prepared under section 159 of the Companies Act, 1956, together with the returns and copies of certificates and documents required to be annexed thereto under section 161 of the Companies Act, 1956 or any one or more of them, at the premises of Datamatics Financial Services Ltd, Andheri, Mumbai, subject to necessary provisions & approvals.

Source : Equity Bulls

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