RPG Life Sciences - Updates on Scheme of Arrangement
RPG Life Sciences Ltd has informed BSE about the following:
Detailed note on the Scheme of Arrangement:
1. The Scheme of Arrangement is between RPG Life Sciences Ltd, RPG Pharmaceuticals Ltd, Instant Holdings Ltd and Instant Trading and Investment Company Ltd under sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956.
RPG Life Sciences Ltd is a company engaged in manufacture and sale of pharmaceuticals business and is listed on BSE, NSE and CSE. Instant Trading and Investment Company Ltd is a wholly owned subsidiary of RPG Life Sciences Ltd. RPG Pharmaceuticals Ltd and Instant Holdings Ltd were incorporated on March 29, 2007 to participate in the Scheme of Arrangement.
2. The said Scheme of Arrangement has been sanctioned by the High Court of Judicature at Bombay and the company has received certified true copy of the order on January 31, 2008. The said Scheme of Arrangement has become effective from February 5, 2008 consequent to the filing of the said order with the Registrar of Companies.
Under the Scheme of Arrangement:
a) The entire pharmaceutical business of the company including all assets and liabilities stands sold to RPG Pharmaceuticals Ltd on a going concern basis effective from April 2, 2007, at a consideration of Rs 46 crores. Thus, the results and revenue of the pharmaceutical business from April 2, 2007 has become revenue and results of RPG Pharmaceuticals Ltd. The unaudited financial results of the company for 9 months ended December 31, 2007, which pertains to the pharmaceutical business.
b) The entire Investments held by the company (excluding US 64 bonds) stands sold to Instant Holdings Ltd effective from April 1, 2007, at a consideration of Rs 53 crores;
C) The assets and liabilities of the Instant Trading and Investment Company Ltd stands transferred to Instant Holdings Ltd;
d) Instant Trading and Investment Company Ltd stands dissolved without winding up; and
e) The company would change its name to “Brabourne Enterprises Ltd” and RPG Pharmaceuticals Ltd would change its name to “RPG Life Sciences Ltd”.
3. The transferee companies would discharge consideration as under:
a) RPG Pharmaceuticals Ltd would issue equity shares of face value of Rs 8/- to the shareholders of the company in the ratio of 1:1 at aggregate of Rs 34,50,49,200. RPG Pharmaceuticals Ltd would list these equity shares on BSE, NSE and CSE; and
b) Instant Holdings Ltd Would issue 99,50,000 equity shares of face value of Rs 10/- to the company at aggregate premium of Rs 43.05 crores. Instant Holdings Ltd would thus become subsidiary of the company. Instant Holdings Ltd is and would remain an unlisted company.
4. During the year 2007-08 i.e. post Scheme of Arrangement, the company is not likely to have any income as the company would not immediately have any business activity. The revenue of RPG Pharmaceuticals Ltd for 9 months ended December 2007 was Rs 95.03 crores and the profit after tax was Rs 4.15 crores. Post the Scheme of Arrangement, the capital employed by the company during the year 2007-08 would be Rs 62.53 crores, while the capital employed by RPG Pharmaceuticals Ltd during the year 2007-08 would be Rs 120.32 crores.
Tags: RPG Life Sciences