Kinetic Motor EGM to issue shares to Kinetic Engineering

Kinetic Motor Company Ltd has announced that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on December 20, 2006, inter alia, to transact the following:

1. Increased in the existing Authorised Share Capital of the Company from Rs 35,00,00,000 divided into 3,02,00,000 Ordinary Shares of Rs 10/- each and 4,80,000 Redeemable Preference Shares of Rs 100/- each to Rs 62,00,00,000 divided into 2,69,94,250 Ordinary Shares of Rs 10/- each, 15,30,000 Convertible Cumulative Preference Shares of Rs 65/- each 30,85,500 Optionally Convertible Cumulative Preference Shares of Rs 65/- each and 7,70,000 Redeemable Cumulative Preference Shares of Rs 65/- each, by reclassifying division of the existing Authorised Share Capital by cancellation of 32,05,750 un-issued Ordinary shares of Rs 10 each and 4,80,000 un-issued Redeemable Preference shares of Rs 100/- each out of the existing Authorised Share Capital not taken or agreed to be taken by any person and creation of 15,30,000 Convertible Cumulative Preference Shares of Rs 65/- each, 30,85,500 Optionally Convertible Cumulative Preference Shares of Rs 65/- each and 7,70,000 Redeemable Cumulative Preference Shares of Rs 65/- each & consequential amendments in the Memorandum & Articles of Association of the Company.

2. To create, offer, issue and allot to Kinetic Engineering Ltd (‘KEL’, which term shall include its affiliates and nominees), under and by way of a preferential issue of upto 15,30,000 Convertible Cumulative Preference shares of Rs 65/- each fully paid up, in the Share Capital of the Company, convertible in full into upto 15,30,000 fully paid-up equity shares of the face value of Rs 10/- each at a price of Rs 65/-per equity share (including premium of Rs 55/-) (Convertible Cumulative Preference shares), which price is higher than the price calculated as per the formula specified in Chapter XIII of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 for preferential issues with reference to the Relevant date being 30 days prior to the date of this Extraordinary General Meeting, for discharge of a part consideration for transfer to the Company of KEL's Supa undertaking /business on the terms and conditions as set out in the draft Letter of Allotment placed before the meeting and initialled by the Chairman for the purpose of identification, subject to necessary provisions & approvals.

3. To create, offer, issue and allot to Kinetic Engineering Ltd (KEL, which term shall include its affiliates and nominees), under and by way of a preferential issue up to 23,15,500 Optionally Convertible Cumulative Preference shares of Rs 65/- each, fully paid up, in the Share Capital of the Company convertible in full into a maximum of 23,15,500 fully paid-up equity shares of the face value of Rs 10/- each at a price of Rs 65/- per equity share (including premium of Rs 55/-) (Optionally Convertible Cumulative Preference shares) which price is higher than the price calculated as per the formula specified in Chapter XIII of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 for preferential issues with reference to the ‘Relevant date’ being 30 days prior to the date of this Extraordinary General Meeting for discharge of a part of the consideration for the transfer to the Company of KEL's Supa undertaking / business on the terms and conditions as set out in the draft Letter of Allotment placed before the meeting and initialled by the Chairman for the purpose of identification, subject to necessary provisions & approvals

4. To create, offer, issue and allot to Kinetic Engineering Ltd (KEL, which term shall include it affiliates and nominees), under and by way of a preferential issue up to 7,70,000 Redeemable Cumulative Preference shares of Rs 65/- each, fully paid up, in the Share Capital of the Company (Redeemable Cumulative Preference shares) for discharge of a part of the consideration for the transfer to the Company of KEL’s ‘Supa undertaking / business on the terms and conditions as set out in the draft Letter of Allotment placed before the meeting and initialled by the Chairman for the purpose of identification, subject to necessary provisions & approvals

5. To create, offer, issue and allot to Jaya Hind Sciaky Ltd (JHS, which term shall include its affiliates and nominees) under and by way of a preferential issue up to 7,70,000 Optionally Convertible Cumulative Preference shares of Rs 65/- each, fully paid up, in the Share Capital of the Company convertible in full into upto 7,70,000 fully paid-up equity shares of the face value of Rs 10/- each at a price of Rs 65 per equity share (including premium of Rs 55/-) (Optionally Convertible Cumulative Preference shares) which price is higher than the price calculated as per the formula specified in Chapter XIII of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 for preferential issues with reference to the relevant date being 30 days prior to the date of this Extraordinary General Meeting against conversion of apart of the existing inter-Corporate Deposit given to the Company by JHS, subject to necessary provisions & approvals.

Source : Equity Bulls

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