ICSA India calls for EGM to approve issue of securities

ICSA India Ltd has announced that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on April 04, 2007, inter alia, to transact the following:

1. To issue, offer and allot on behalf of the Company, in one or more lots (including with provision for reservation on firms and / or competitive basis) of public or private offerings in domestic and / or international markets, through prospectus and / or offer letter or other permissible / requisite offer document, Foreign Currency Convertible Bonds (FCCBs), and /or American Depository Receipts (ADRs) / Global Depository receipts (GDRs) / other Depository receipts and / or Equity Shares/ Preference Shares / Fully Convertible Debentures / Partially Convertible / Non-Convertible Debentures / Optionally Fully Convertible Debentures / Bonds, or any other instruments (including shares without voting rights attached to them or global depository receipts), with or without detachable warrants, whether secured by way of creating charge on the assets of the company or unsecured, as may be decided by the Board of Directors, either in Rupees or in any such appropriate foreign currency as may be permitted by law for an aggregate value as may be decided by the Board of Directors of the Company with or without attachable or detachable warrants, securities in registered or bearer forms, to the Promoters / Directors, their Friends and Relatives and Associates / Group Companies, Members, Employees under Stock option Scheme and / or otherwise, Non-Resident Indians, Indian Public, Overseas Corporate Bodies, International Institutions, Foreign Institutional Investors / Foreign Companies, whether incorporated or not, Companies, Mutual Funds, Financial Institutions or other entities as may be allowed under applicable rules and regulations and to such persons (whether shareholders of the Company or not) by public issue, rights issue / private placements, preferential issues, bought out deals, reservations, firm commitments, employees stock option scheme or by any one or more of the above methods or by any other terms and conditions including the face value, premium amount, premium on conversion or at discount, provided that amount on conversion of convertible debentures shall be as per applicable SEBl guidelines which will be duly certified by the Auditors of the Company, number of conversions, number of tranches, exchange price for warrants / options, rate of interest, redemption period, manner of redemption, amount of premium on redemption / conversion, nature of security, manner of calls and other connected matters with authority to retain such over-subscription of the amount as may be permitted by law for an aggregate amount not exceeding USD 24.00 Million (with permissible green shoe option) or equivalent in Indian and or in any other currency(ies) (inclusive of such premium, as may be fixed on such equity shares) or upon such limit as may be permitted by the Ministry of Finance or Reserve Bank of India or such other Authorities which ever is higher, directly to Indian or Foreign investors whether institutions, incorporated bodies, mutual funds and or individuals or otherwise and whether or not such investors are members, promoters, directors or their associates of the company through public issues, rights issues, private placements, preferential allotment for cash or stock swap or acquisition of business / companies or a combination thereof at such time or times and in such tranches at such price or prices, at discount or premium to market price or prices in such manner and on such terms and conditions including security, rate of interest etc as may be decided and deemed appropriate by the board at the time of such issue or allotment considering the prevailing market conditions and other relevant factors wherever necessary in consultations with the lead managers and underwriters or through the subsidiaries so as to also enable the company to get listed at the Indian Stock Exchanges and Overseas Stock Exchanges / or such as Singapore, Luxemburg, London, Nasdaq and or New York Stock Exchange and or any other overseas stock exchange, subject to necessary provisions and approvals.

2. To issue, offer and allot up to 3,50,000 warrants (the Warrants) to GOLDMAN SACHS INTERNATIONAL on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each Warrant entitling the holder thereof to apply for and be allotted 1 Equity Share per Warrant, which exercise must be made within a period not exceeding eighteen months from the date of allotment of the Warrants, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the Equity Shares to be issued on the exercise of the Warrants so issued and allotted aggregate up to 3,50,000 Equity, at an issue price of Rs 1135, at a premium of Rs 1125 per Equity Share, aggregating to Rs 39,72,50,000/- of which a sum of up to Rs 113.50/- per Warrant would be payable at the time of allotment of the Warrants (aggregating to Rs 3,97,25,000/- and an additional sum of up to Rs 1021.50/- per Warrant would be payable at the time of exercise of the Warrants and the Warrant Shares to be allotted to the holders of the Warrants on conversion shall rank pari passu in all respects including entitlement to dividend with the then existing Equity Shares of the Company, subject to necessary provisions & approvals.

3. To issue, offer and allot up to 4,00,000 warrants (the Warrants) to the Promoter, on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each Warrant entitling the holder thereof to apply for and be allotted 1 Equity Share per Warrant, which exercise must be made within a period not exceeding eighteen months from the date of allotment of the Warrants, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the Equity Shares to be issued on the exercise of the Warrants so issued and allotted aggregate up to 4,00,000 (Warrant Shares), at an issue price of Rs 1135, at a premium of Rs 1125 per Equity Share, aggregating to Rs 45,40,00,000/- of which a sum of up to Rs 113.50/- per Warrant would be payable at the time of allotment of the Warrants (aggregating to Rs 4,54,00,000/- and an additional sum of up to Rs 1021.50/- per Warrant would be payable at the time of exercise of the Warrants and the Warrant Shares to be allotted to the holders of the Warrants on conversion shall rank pari passu in all respects including entitlement to dividend with the then existing Equity Shares of the Company, subject to necessary provisions & approvals.

Source : Equity Bulls

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