STI India seeks EGM approval for OCD, warrants issue

STI India Ltd has announced that an Extra-Ordinary General Meeting (EGM) of the members of the Company will be held on January 18, 2007, inter alia, to transact the following:

1. To offer, issue and allot the Optionally Convertible Debentures ("Debentures" or "OCD") exercisable in tranches, and resultant equity shares to Eight Capital and Associates ("Private Investors" which expression shall always be deemed to include their nominees) for a total value up to Rs 136.75 Crores on preferential basis with an option to the holder of each such debentures to apply for and be allotted fully paid-up equity share of Rs 10/- each of the Company at the following pre-determined strike price or at the price calculated as per the prescribed guidelines issued by SEBI in this regard, whichever is higher on the relevant date, in one or more tranches as follows, subject to necessary provisions and approvals:

a. Up to 2,37,50,000 Rupee Denominated Optionally Convertible Debentures (OCD Series 1) of Rs 50/- each for an aggregate amount of Rs 118.75 Crores for a tenure of 18 months, at a coupon rate of 12% p.a. compounded net of taxes and payable quarterly and each OCD Series 1 is optionally convertible into one fully paid-up Equity Share of the face value of Rs 10/- each (at an pre-determined strike price of Rs 50/- per share) and on such other terms and conditions as may be decided by the Board in its absolute discretion.

b. Up to 26,00,000 Rupee Denominated Optionally Convertible Debentures (OCD Series 2) of Rs 50/- each for an aggregate amount of Rs 13 Crores for a tenure of 6 months, at a coupon rate of 12% p.a. compounded of taxes and payable quarterly and each OCD series 2 is optionally convertible into one fully paid-up Equity Share of the face value of Rs 10/- each (at an pre-determined strike price of Rs 50/- per share) and on such other terms and conditions as may be decided by the Board in its absolute discretion.

c. Up to 50,00,000 Rupee Denominated Optionally Convertible Debentures (OCD Series 3) of Rs 10/- each for an aggregate amount of Rs 5 Crores for a tenure of 18 months, at a coupon rate of 12% p.a. compounded net of taxes and payable quarterly and each OCD series 3 is optionally convertible into one fully paid-up Equity Share of the face value of Rs 10/- each (at price of Rs 10.20 per share calculated as per the prescribed guidelines issued by SEBI in this regard and on such other terms and conditions as may be decided by the Board in its absolute discretion.

2. To issue and offer for subscription and allot up to 25,00,000 fully paid-up Convertible Warrants ("Warrants") to the Promoters and Eight Capital and their Associates ("Promoters and Private Investors" which expression shall always be deemed to include their nominees) who have been identified and mentioned in the Explanatory Statement attached to the Notice convening this Meeting for an aggregate amount up to Rs 2.55 crores on Preferential basis with an option to the holder of each such warrant to apply for and be allotted one equity share of Rs 10/- each of the Company at a premium of Rs 0.20 per share calculated as per the prescribed guidelines issued by SEBI in this regard within 18 months from the date of allotment thereof, subject to necessary provisions and approvals.

3. To offer, issue and allot on preferential allotment basis up to 40,00,000 Equity Shares of Rs 10/- each fully paid up for cash at a premium of Rs 0.20 per share calculated as per the prescribed guidelines issued by SEBI in this regards, out of the un-issued equity share capital of the Company, on conversion of a part of overdue principal / interest on the outstanding principal amount, to State Bank of India (SBI) or its nominee(s) in terms of the One Time Settlement (OTS) agreed to by and between SBI and the Company, subject to necessary provisions and approvals.

Source : Equity Bulls

Keywords