Rain Calcining Ltd has announced that the Board of Directors of the Company at its meeting held on February 07, 2007, inter alia, has decided the following:
1. Merge the Company with Rain Commodities Ltd ("RCOL") with effect from April 01, 2007 ("the Appointed Date"), to achieve the following objectives:
a. To integrate the Calcined Petroleum Coke ("CPC") business of the Company, with the CPC business of GLC Carbon (USA) Inc., proposed to be acquired by Rain Commodities (USA) Inc., a Wholly Owned Subsidiary of RCOL (as informed by RCOL to the Stock Exchange on February 05, 2007).
b. To create the World's largest Calcining Company with assets in India, Kuwait, USA and Argentina with a combined market share of approximately 28% of the total CPC sales in the Western World.
c. To jointly develop the Greenfield CPC Plant with Co-generation facility at Visakhapatnam, Andhra Pradesh, proposed by RCOL.
d. To provide assured and low cost power supply to the Cement Operations of Rain Industries Ltd ("RIL"), a Wholly Owned Subsidiary of RCOL from the existing Co-generation plant of the Company at Visakhapatnam and also supply fuel grade petroleum coke for it's cement operations.
2. Appoint Financial and Legal Advisors for determining the Share Exchange Ratio between the shares of the Company and RCOL, for shares to be issued to the shareholders of the Company by RCOL and for drafting the scheme of arrangement.
3. The above decisions are subject to approval by Shareholders of respective Companies, Lenders of respective Companies, Hon'ble High Court of Andhra Pradesh, Stock Exchanges and other Regulatory Authorities.