Rain Commodities to integrate CPC business of GLC Carbon and RCL

Rain Commodities 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 Rain Calcining Ltd ("RCL") with the Company with effect from April 01, 2007 ('the Appointed Date'), to achieve the following objectives:

i. To integrate the Calcined Petroleum Coke ("CPC") business of RCL with the CPC business of GLC Carbon (USA) Inc., proposed to be acquired by Rain Commodities (USA) Inc., a Wholly Owned Subsidiary of the Company (as informed to the Stock Exchange by the Company on February 05, 2007).

ii. 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.

iii. To develop the proposed Greenfield CPC Plant with Co-generation facility at Visakhapatnam, Andhra Pradesh, proposed by the Company.

iv. To provide assured and low cost power to the Cement Operations of Rain Industries Limited ("RIL"), a Wholly Owned Subsidiary of the Company from the existing Co-generation Plant of RCL at Visakhapatnam and also to supply fuel grade petroleum coke for the cement operations.

2. Transfer the Cement Business of Rain Industries Ltd ("RIL"), a Wholly Owned Subsidiary to the Company, as a Going Concern under a Scheme of Arrangement, with effect from October 01, 2006.

3. Transfer the CPC and Power Generation businesses of RCL to Rain Industries Ltd, post completion of the proposed merger of RCL with the Company, with effect from April 01, 2007.

4. Appoint Financial and Legal Advisors for determining the share exchange ratio between equity shares of the Company and that of Rain Calcining Ltd and draft the scheme of arrangement, between RCL, RIL and the Company.

5. 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.

The Board has also decided to rescind its earlier decision to merge Rain Industries Ltd with the Company, as was notified vide its letter dated September 14, 2006, considering the subsequent developments with regard to proposed acquisition of GLC Carbon (USA) Inc. and proposed merger of Rain Calcining Ltd with the Company.

Source : Equity Bulls

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