Mascon Global Ltd has announced that the Board of Directors of the Company at its meeting held on March 12, 2007, has considered and approved the following:
A. Acquisition of New Business
1. The Board considered and 'In-Principle' approved the acquisition of 100% of the share capital of Target Company based in US and buying Specified Accounts and referred the matter to the Investment Committee for detailed evaluation as per the Mandate of the Board. The agreed purchase consideration will be settled by a combination of cash and issue of GDRs.
2. The proposed acquisitions come under the Automatic Route as per the Government of India guidelines and Reserve Bank of India's notifications.
B. Appointment of Lead Manager, International Counsel etc for the issue of Securities by way of GDRs
The Members in their meeting held on September 28, 2006 approved the issue of International Securities like GDR / ADR / FCCB including on a stock swap basis to the extent of USD 150 million.
The Board decided to raise funds by issue of GDRs for meeting a part of the cost of acquisitions and augmentation of working capital funds. In this connection, the Board approved the appointment of Lead Manager, International Counsel and Indian Counsel, and the continuation of the existing Depository arrangement.
C. Draft Offering Circular in connection with the proposed GDR Issue.
1. The Board reviewed and approved the Draft Offering Circular in connection with the proposed GDR Issue up to a total sum of US $ 20 Million (including Green Shoe option of US $ 5 Million), subject to modifications and final approval from the Luxembourg Stock Exchange (LSE).
2. The Board authorized the GDR Committee to oversee the proposed GDR Issue, approval of the necessary documents till closing of the issue and allotment of Shares underlying GDRs.
3. The Board authorized the Company Secretary to apply to designated stock exchange for their 'In-Principle' approval for the listing of underlying shares towards the proposed GDR Issue.