Himadri Chemicals & Industries Ltd has announced that the members at the Extra-Ordinary General Meeting (EGM) of the Company held on November 19, 2006, inter alia, have accorded to the following:
1. Authority to the Board, to create, issue and allot, in one or more tranches, by way of preferential allotment up to 45,00,000 equity shares of Rs 10/- each of the Company for cash, at a price of Rs 229.25 per equity share (i.e. at a premium of Rs 219.25 per share) (for an aggregate value of Rs 103,16,25,000 determined as per Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 for preferential issues, ranking pari passu in all respects, including as to dividend, with the existing equity shares of the Company, to the financial investors mentioned below, subject to necessary provisions & approvals:
Non - Promoters:
a. Citigroup Ventures Capital International Growth Partnership Mauritius Ltd (a Company incorporated in Mauritius) : 45,00,000 No. of Equity Shares
b. Gautam Nayak and Keshav Bhujale (Resident Individual and Trustees of :-
i) Growth Partnership Ajay Relan Co-Investment Trust
ii) Growth Partnership P R Srinivasan Co-Investment Trust
iii) Growth Partnership Vinayak Shenvi Co-Investment Trust
iv) Growth Partnership J K Basu Co-Investment Trust and
v) Growth Partnership Vivek Chhachhi Co-Investment Trust : 33,750 No. of Equity Shares
The aggregate number of Equity Shares to be subscribed to by the person mentioned at (a) and (b) above shall not exceed 45,00,000.
2. Authority to the Board, to create, issue and allot, in one or more tranches, by way of preferential allotment up to 15,00,000 equity shares of Rs 10/- each of the Company for cash, at a price of Rs 229.25 per equity share (i.e. at a premium of Rs 219.25 per share) (for an aggregate value of Rs 34,38,75,000) determined as per Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 for preferential issues, ranking pari passu in all respects, including as to dividend, with the existing equity shares of the company (Shares), to the promoters(s) / promoter group mentioned below, subject to necessary provisions & approvals.
Investor/Entity:
a. Himadri Industries Ltd - 6,25,000 No. of Equity Shares
b. Himadri Credit & Finance Ltd - 3,25,000 No. of Equity Shares
c. Himadri Coke & Petro Ltd - 5,50,000 No. of Equity Shares.
3. Authority to the Board, to offer and / or allot up to 85,000 Convertible Warrants (Convertible Warrants No. 2) with an option to subscribe up to 85,000 equity shares of Rs 10/- each of the Company by way of preferential allotment basis to the Promoter(s) / promoter group, ("Promoter Group") viz; Himadri Industries Ltd - 85,000 no of convertible warrants no. 2, subject to necessary provisions & approvals.
4. Authority to the Board, to offer and / or allot up to 2,55,000 Convertible Warrants (Convertible Warrants No. 1) with an option to subscribe up to 2,55,000 equity shares of Rs 10/- each of the Company by way of preferential allotment basis to the financial investor mentioned below, subject to necessary provisions & approvals.
Non - Promoters:
a. Citigroup Ventures Capital International Growth Partnership Mauritius Ltd (a Company incorporated in Mauritius) : 2,55,000 No. of Convertible Warrants No. 1
b. Gautam Nayak and Keshav Bhujale (Resident Individual and Trustees of;
i. Growth Partnership Ajay Relan Co-Investment Trust
ii. Growth Partnership P R Srinivasan Co-Investment Trust
iii. Growth Partnership Vinayak Shenvi Co-Investment Trust
iv. Growth Partnership J K Basu Co-Investment Trust and
v. Growth Partnership Vivek Chhachhi Co-Investment Trust : 1,900 No. of Convertible Warrants No. 1.
5. Increase in the Authorised Share Capital of the Company from Rs 26,00,00,000/- divided into 2,60,00,000 Equity Shares of Rs 10/- each to Rs 33,00,00,000/- divided into 3,30,00,000 Equity Shares of Rs 10/- each by creation of further 70,00,000 Equity Shares of Rs 10/- each, and consequential amendments in the Memorandum of Association of the Company.