Kalindee Rail Nirman Engineers Ltd has announced that the Board of Directors of the Company at its meeting held on December 19, 2006 has approved the allotment of equity shares of the Company to the shareholders of transferor company, Kalindee India Projects & Engineering Services Ltd in the ratio 17:20 i.e. 17 equity shares of the Company for every 20 equity shares in the transferor company in accordance with the terms of Scheme of Amalgamation approved by Hon’ble Delhi High Court.
Further the Company has informed that, an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on January 13, 2007, inter alia, to transact the following:
1. To offer, issue and allot following securities (equity shares and share warrants convertible into equity shares or other securities convertible into or exchangeable with equity shares, convertible preference shares convertible at the option of the Company and / or at the option of the holders of the security) (Securities), on a preferential allotment basis in accordance with SEBI (Disclosure and Investment Protection) Guidelines, 2000 for Preferential Allotment in such manner and on the following terms and conditions:
a. 1,570,829 equity shares at a price of Rs l56.50 per share to AMIF I Ltd.
b. 200,000 equity shares at a price of Rs 156.50 to the Promoters of the Company (proposed allottees).
c. 300,000 share warrants convertible at the option of the holder within 18 months from the date of allotment at a warrant exercise price of Rs 156.50 per warrant (10% of warrant exercise price shall be payable upfront as subscription price and balance 90% shall be payable at the time of conversion of warrants into equity shares) to the Promoters (proposed allottees).
d. To make, subject to the market conditions and regulations, an issue / offering of FCCBs / GDRs / ADRs aggregating upto US$ 7 million in the international market.