ANNOUNCEMENT: Update Regarding Re-Listing Of The Common Shares Of Stillcanna Inc. On The Canadian Securities Exchange (Dated: 18 September 2020) ... View the Announcement. Allaying the fear of the market participants, SEBI vide the Current Circular has responded to some of the concerns discussed above in the following manner-: Response to Question I : SEBI has clarified that the Feb Circular would apply to all listed companies undertaking a scheme of arrangement under the Cos Act which will include amalgamation, merger, reconstruction, reduction of capital or any other arrangement undertaken under Part IV and Chapter V of Part VI of the Cos Act. The plan of arrangement must be approved by a special resolution of the shareholders of the target company (usually two-thirds of the votes of shares entitled to vote cast), either at a shareholders’ meeting, or pursuant to resolutions consented to in writing by all shareholders. where a listed entity merges/amalgamates with an unlisted resultant company? NEW DELHI: Bharti Airtel's shareholders have approved a proposed scheme of arrangement between Airtel, Bharti Airtel Services, Hughes Communications India and HCIL Comtel, with 9998 per cent of votes cast in favour of the merger. NCLT-1 along with following documents: Rule 3(1), a) A notice of admission in Form No. Schemes of arrangement are becoming increasingly more popular in recent years as the preferred way in which 'takeovers' of Australian listed companies are effected.A scheme of arrangement is Names of the promoters and directors along with their addresses. A scheme of arrangement (or a "scheme of reconstruction") is a court-approved agreement between a company and its shareholders or creditors (e.g. Srikalahasthi Pipes - Announcement under Regulation 30 (LODR)-Scheme of Arrangement . Where, at a meeting majority of persons representing three-fourths in value of the creditors, or class of creditors or members or class of members, as the case may be, voting in person or by proxy or by postal ballot, agree to any compromise or arrangement AND if such compromise or arrangement is sanctioned by the Tribunal by an order. All rights reserved. SHAREHOLDERS of Seven- Up Bottling Company Plc yesterday in Lagos, approved the Scheme of Arrangement by which the majority shareholder, Affelka S.A. would acquire the outstanding 26.8% shares of the company. [6] the valuation report shall be made by a registered valuer, and till the registration of persons as valuers is prescribed under section 247 of the Act, the valuation report shall be made by an independent merchant banker who is registered with the Securities and Exchange Board or an independent chartered accountant in practice having a minimum experience of ten years. Kidman Resources Limited (Kidman or the Company ) (ASX: KDR) is pleased to announce that the scheme of arrangement, under which Wesfarmers Lithium Pty Ltd, a wholly-owned subsidiary of Wesfarmers Limited, will acquire all of the issued ordinary shares in Kidman (Scheme), was approved … Shareholders of Seven-Up Bottling Company Plc in Lagos Thursday, approved the Scheme of Arrangement by which the majority shareholder, Affelka S.A. would acquire the outstanding 26.8 per cent shares of the company. A copy of notice of admission and of the affidavit shall be served on the Company, or. Copy of such representation shall simultaneously be sent to the concerned companies, In case of no representation within the 30 days then presumed that authority doesn’t have any representation, Persons holding not less than 10% (Ten Percent). 5 September 2019 . ... be quickly finalised and sealed by the court as the target company will often intend to make announcements about the approval of the scheme to the ASX and/or the media. Scheme of Arrangement. WITH GREAT PANTHER. A straightforward … Nishith Desai Associates 2013. Two and half year passed, when MCA put into operation the Companies Act, 2013. To Their Representatives under sub-section (4) of section 230 of the Act and. CAA.5 for sanction of the scheme of compromise or arrangement. A notice in Form No CAA-3 along with Copy of Scheme of C&A, the explanatory statement and Disclosures mentioned in point No.5 above, shall also be sent to followings: Notice shall be sent to the office of the authority after sending of notice to members or creditors of the Company by Registered post, or by Speed post, or by courier, or by hand delivery. [7]Advertisement of Notice of Meeting: The Notice of the meeting shall be advertised in form No. Certainty of acquisition of 100% of the target. A scheme of arrangement is a procedure that allows a Code Company to reorganise its share capital with the approval of its shareholders and the Court. Section 231 Rule 22, [1] Explanation.—For the purposes of this sub-section, arrangement includes a re-organization of the company’s share capital by the consolidation of shares of different classes or by the division of shares into shares of different classes, or by both of those methods. f. Explanatory Statement disclosing details of the scheme of compromise or arrangement including: h. Disclosure about the effect of the compromise or arrangement on: Section 230(3), h. Below Mentioned Details: Following below mentioned details, i. [whole of the] company or they gain shareholder approval [to acquire that percentage]. The authority desire to make any representation then shall sent to the tribunal within a period of 30 days from the date of receipt of such notice. Copy of Compromise or arrangement to be furnished by the company: Method of Voting: The voting at the meeting or meetings held in pursuance of the directions of the Tribunal on all resolutions shall take place by poll or by voting through electronic means. by SALAU JOHN On Jan 29, 2020. ASX RELEASE SCHEME OF ARRANGEMENT. The scheme remains subject to receipt of other statutory and regulatory approvals, including the approvals from Stock Exchanges, SEBI, National Company Law Tribunal, and respective shareholders and creditors of GHCL and GHCL Textiles. Response to Question II: SEBI has stated that an Independent Valuation shall not be required when there is no change in the shareholding pattern of the listed/resultant company. Mubadala invests over $850 Million in Reliance Retail, Madras High Court holds - Business Transfer for Non-Monetary Consideration does not qualify as Slump Sale. Where the Tribunal sanctions the compromise or arrangement, the order shall be in Form No. All Rights Reserved. The Scheme is subject to the approval of Abano shareholders, the New Zealand High Court and other customary conditions as referred to in the appendix to this announcement. Li & Fung Limited (“Li & Fung”, “the Group”, or “the Company”, SEHK: 494), today announced that the Company’s shareholders have approved the privatization proposal offered via a Scheme of Arrangement (“Scheme” or “offer”) by Golden Lincoln Holdings I Limited (“the Offeror”), whose shareholders are the Fung Family and Singapore-based GLP Pte Ltd. (“GLP”), a leading global logistics warehouse operator … On 7th November, 2016 Central Government issued a notification for enforcement of section 230-233, 235-240, 270-288 etc w.e.f. 26 November 2018. 5. 4 Schemes in a recommended takeover. Where the company is being wound up, on its liquidator. Kangaroo Resources Limited. (ii) Demerger under the scheme of arrangement with approval by the court under section 391 of the Companies Act, 1956; (iii) Demerger under voluntary winding up and the power of liquidator. The Feb Circular raised the following key questions and concerns-: Question I : Does the Feb Circular apply to all schemes of arrangements that are undertaken by listed entities or does it only apply in cases of reverse listings i.e. The key advantage in structuring a takeover through a scheme of arrangement is that the statutory majority approval to compel non-assenting shareholders to comply with the scheme of arrangement is lower than the 90% threshold required to exercise compulsory acquisition rights under the Singapore Companies Act. ... Once approved by the Court, the scheme of arrangement is binding on all shareholders of the BVI company. These rules will be effective from 15th December, 2016. Response to Question III : SEBI, while diluting the requirement of a Public Shareholder Approval has stated that a Public Shareholder Approval will only be required when, (a) additional shares are allotted to promoter/promoter group; (b) the scheme of arrangement involves the listed company and any other entity involving the promoter/promoter group; and (c) the parent listed company has acquired the equity shares of the subsidiary, by paying consideration in cash or kind in the past to any the shareholders (promoter/promoter group) of the subsidiary and thereafter the same subsidiary is merged with the parent listed company under the scheme. v. a valuation report in respect of the shares and the property and all assets, tangible and intangible, movable and immovable, of the company by a registered valuer. The Scheme is conditional upon a number of matters, including approval by shareholders at a meeting to be convened by the High Court (Court Meeting), which will be held immediately after the Annual General Meeting (AGM) on May 6, 2011. [whole of the] company or they gain shareholder approval [to acquire that percentage]. To address this concern, SEBI introduced the Feb Circular that inter alia required listed companies to undertake stringent compliances while undertaking a scheme of arrangement. High Court in India Reaffirms the Need for an Individual’s ‘Right to be Forgotten’, Opportunities in GIFT City – Setting up Funds in India’s New Offshore Financial Center, NASSCOM HR Forum: An interactive workshop on "The Code on Wages 2019", Indian Infrastructure Sector – Decoding InvITs, Nishith Desai Associates announces reworked compensation structure; entry-level lawyers to get Rs 17.4 lakh per annum, ‘Women lawyers are hampered by systemic discrimination and gender barriers’ Justice Gita Mittal. Although Kasbah shareholder approval has been obtained, the Scheme remains subject to a number of customary closing conditions, including approval by … A common procedure these days in the utilisation of the exceptions available under the Act is to rely on Item 17 of s611 which exempts a take-over (acquisition of shares in a company) if it is achieved through a “ scheme of arrangement ” that is approved by the court. The Panel’s guidance on schemes of arrangement and amalgamations under Part 15 of the Companies Act 1993. Under a scheme of arrangement, the target company seeks the approval of its shareholders and the Court to propose the scheme following an initial approach by the bidder. If SEBI's mandate is review the scheme after the scheme is sanctioned by the high court, it is unclear whether the sanction of the high court would be subject to the approval by SEBI. Application for compromise arrangement and amalgamation. Konekt Limited (ASX: KKT) (“Konekt”) is pleased to announce that Konekt Shareholders have approved the scheme of arrangement under which Advanced Personnel Management International Pty Ltd (“APM”) will acquire 100% of the issued share capital of Konekt (“Scheme”). c. Relationship in case of Combined Application: if the scheme of compromise or arrangement relates to more than one company, then the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies. Notice of Meeting: The Notice of the meeting pursuant to the order of tribunal to be give in Form No. The certificate issued by Auditor of the company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and The report of the result of the meeting shall be in Form No. Konekt Shareholders approve Scheme of Arrangement . The key changes made by SEBI are set out below: As per the provisions of Section 230, for the purpose of approval of scheme of compromise & arrangement companies required to take consent of creditors or shareholders through their meetings. Join our newsletter to stay updated on Taxation and Corporate Law. Merger timeline. Scheme of Arrangement. i. the latest financial position of the company, ii. Following completion of the merger, VHA shareholders will own 50.1% of the Merged Group with TPG shareholders owning 49.9%. Once sanctioned by the Court, a scheme of arrangement is binding on all parties to the scheme and cannot subsequently be altered. Subject to TPG shareholder approval and final Court approval, the target Scheme effective date is 29 June 2020 and with a target Implementation Date of 13 July 2020. IV. Rule 6, Person entitled to receive the notice The notice shall be sent individually to each of the Creditors or Members and the debenture-holders at the address registered with the company. Section 230(4) Rule 9, Any objection to the compromise or arrangement shall be made only by. Minority Shareholders Scheme of Arrangement. The scheme remains subject to receipt of other statutory and regulatory approvals, including the approvals from Stock Exchanges, SEBI, National Company Law Tribunal, and respective shareholders and creditors of GHCL and GHCL Textiles. Read more about GHCL receives CCI approval for scheme of arrangement on Business Standard. The same shall be binding on the company, all the creditors, or class of creditors or members or class of members, as the case may be, or, in case of a company being wound up, on the liquidator and the contributories of the company. For event material please click here. In May last year, telecom operator Bharti Airtel and Hughes Communications India Ltd (HCIL) said they will combine their VSAT (very-small-aperture terminal) … Members' Schemes of Arrangement, Discussion Paper, June 2008, Corporations and Markets Advisory Committee, page 5. ... Scheme of Arrangement ... Board Resolution - Undertaking Approval Voting Results and Scrutinizer Report Newspaper Corrigendum Notes to FS 30.06.18 Newspaper Century Meetings Notice to Preference Shareholders Notice to Equity … lenders or debenture holders). The order shall include such directions in regard to any matter or such modifications in the compromise or arrangement as the Tribunal may think fit to make for the proper working of the compromise or arrangement. The norms as it stands currently is still fairly time consuming and onerous and thus could affect M&As and restructuring by listed companies via the scheme of arrangement route. Where applicable, who voted through electronic means, their individual values and the way they voted. If the scheme includes a reduction in the company's share capital, a separate special resolution of the company's members (requiring a 75% majority of those voting) is also necessary. III. NCLT-2, d) A disclosure in form of affidavit including following points Section 230(2), – All material facts relating to the company, such as. Between whom the Compromise & [1]Arrangement can propose: Section 230(1), 2. Who can file the application for Compromise & Arrangement can propose: Section 230(1). A scheme of arrangement is a statutory mechanism which is an alternative to a contractual offer. How can India become a global financial centre? The Feb Circular also prescribed that the scheme should expressly mention that the scheme would be implemented only after the following approvals are obtained-: (a) shareholder's approval through special resolution passed through a postal ballot and e-voting and (b) approval of at least 2/3rd of the public shareholders of the listed company ("Public Shareholder Approval"). It may affect mergers and amalgamations and may alter shareholder or creditor rights. of the, The number of creditors or class of creditors or. Determining the values of the creditors or the members, or the creditors or members of any class, as the case may be, whose meetings have to be held; v. Notice to be given of the meeting or meetings and the advertisement of such notice; vi. Approval of Scheme of Arrangement/Merger by SEBI Updated Authored by Lakshmi Rengarajan SEBI vide circular dated November 3, 2020, amended its previous circular dated March 10, 2017, updating the information that is required to be submitted by listed entities to the stock exchange, before submitting the scheme of arrangement to National Company Law Tribunal (“ NCLT ”). > A scheme of arrangement can be used only for a friendly acquisition of a company, and is frequently used to effect 100% acquisitions. It appears that by virtue of the Feb Circular and the Current Circular, SEBI has gone an extra mile to protect the interest of the public/minority shareholders. shareholders meeting held earlier today, Highlands shareholders approved the scheme of arrangement under which Cobalt 27 Capital Corp. will acquire all the issued share capital of Highlands that it does not already own (Scheme). Annexure C – I to C – III Supplementary accounting statement of ... if approved in the aforesaid meeting, will be subject to the subsequent approval of the … A scheme can be used to effect a wide range of corporate restructures. The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. report by the auditor that the fund requirements of the company after the corporate debt restructuring as approved shall conform to the liquidity test based upon the estimates provided to them by the Board; iv. Question IV: What would be the scope of the powers of the stock exchange and SEBI after the scheme is approved by the High Court? SCHEME OF ARRANGEMENT . Explanatory Statement . Schemes involving Code companies are regulated under sections 236A and 236B of the Companies Act. Termination of a Scheme of Arrangement The scheme may include terms on how it is to be terminated. CAA. The Scheme of Arrangement was not conditional on declaration of the dividends, Nippon or a third party financing or facilitating payment of the dividends, or Nippon or a third party being obliged to bring about the result that the dividends would be paid to exiting shareholders. For instance, the language in the Feb Circular (para 5.17 to 5.19) is not very clear on whether SEBI would have the powers to examine the scheme after the high court has approved it or SEBI's mandate will only be limited to the question of whether an exemption under rule 19(7) should be granted. The Scheme is a formal procedure under the Companies Act 2006 which is commonly used to carry out corporate reorganisations. Beadell Resources Limited (Beadell or the Company) is pleased to announce that Beadell shareholders today approved the proposal by Great Panther Silver Limited (TSX: GPR; NYSE American: GPL) (Great Panther) to acquire 100% of the issued capital of Beadell by way of a scheme … The audit committee was thereafter required to consider the Independent Valuation and prepare a report recommending the scheme. Corporate Identification Number (CIN) or Global Location Number (GLN) of the company; Type of the company (whether public or private or one person company); Registered office address and e-mail address; Summary of main object as per the memorandum of association; and main business carried on by the company; Details of change of name, registered office and objects of the company during the last five years; Name of the stock exchange (s) where securities of the company are listed, if applicable; Details of the capital structure of the company including authorised, issued, subscribed and paid up share capital; and. In other words when, (a) there is no change in the proportion of the shareholding of any of the existing shareholders of the listed company in the resultant company; (b) no new shareholder is being allotted equity shares of the resultant company; or (c) no existing shareholder exits the listed company pursuant to the scheme, Independent Valuation would not be required. 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