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Hyderabad, Jan. 10
Nagarjuna Fertilizers and Chemicals Ltd (NFCL) has approved a composite scheme of arrangement and amalgamation of Ikisan Limited (ikisan) and Kakinada Fertilizers Limited (KFL) and Nagarjuna Fertilizers and Chemicals Limited (NFCL) and Nagarjuna Oil Refinery Limited (NORL) and their respective shareholders and creditors.
The Board of Directors at a meeting held today approved the arrangement, according to a statement to the stock exchanges. The Scheme envisages demerger of the Oil Business Undertaking of NFCL into NORL and merger of residual NFCL and Ikisan. The scheme will come into effect from April 01, 2011.
Pursuant to its implementation, the equity share capital of KFL and NORL shall be as Rs. 59.81 crore and Rs. 42.82 crore respectively.
For demerger of Oil Business Undertaking, One equity share of Re. 1 each fully paid up of NORL for every one equity share of Rs. 10 each fully paid up, held by the shareholders in NFCL. In addition, one preference share of Rs. 10 each fully paid up of NORL for every one preference share of Rs. 100 (Rs. 100 only) each held in NFCL.
For merger of residual NFCL into KFL: Eleven equity shares of Re. 1 each fully paid up of KFL for every 10 equity shares of Rs. 10 each fully paid up, held by the shareholders in NFCL; one fully paid up preference share of Rs. 90 each of KFL shall be Issued and allotted for every one preference share of Rs. 100 each held in NFCL.
For merger of ikisan into KFL: Forty-three equity shares of Re. 1 each fully paid up of KFL for every 10 equity shares of Rs. 10 each fully paid up, held by the shareholders in iKisan.
The share exchange ratio has been recommended by Grant Thornton, Bangalore and a fairness opinion has been provided by Keynote Corporate Services Limited, Mumbai.
The scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders, creditors of all the companies, all the relevant Stock exchanges, the High Court of Bombay, Mumbai, the High Court of Andhra Pradesh, Hyderabad, and the permission or approval of the Central Government or any other statutory or regulatory authorities for its implementation.
EOM
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