(03-Dec-2018 Hours IST)
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, we wish to inform you that the Board of Directors of GlaxoSmithKline Consumer Healthcare Limited (the 'Company') in its meeting held on December 03, 2018 considered and approved a scheme of amalgamation between the Company and Hindustan Unilever Limited ('HUL'), and their respective shareholders and creditors ('Scheme') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme is subject to necessary statutory and regulatory approvals under applicable laws, including by BSE Limited and National Stock Exchange of India Limited, SEBI, Competition Commission of India, the National Company Law Tribunal, and the respective shareholders and creditors of the Company and HUL. We request you to take the above information on record. This is to inform that, the Board of Directors of the Company, at its meeting held today, after considering the report of the Audit Committee of the Company, have considered and approved a Scheme of Amalgamation between the Company and GlaxoSmithKline Consumer Healthcare Limited ('GSK CH'), and their respective shareholders and creditors ('Scheme') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('2013 Act'). (As Per BSE Announcement Dated on 03.12.2018) Approval of Competition Commission of India Limited to the proposed Amalgamation of GlaxoSmithKline Consumer Healthcare Limited with Hindustan Unilever Limited This is in continuation of our earlier intimation dated December 3, 2018, wherein it was informed that the Board of Directors of GlaxoSmithKline Consumer Healthcare Limited (the 'Company') had approved a scheme of amalgamation between the Company and Hindustan Unilever Limited ('HUL') and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Scheme'), subject to receipt of applicable statutory and regulatory approvals. In this regard, we would like to inform you that the Competition Commission of India ('CCI') has, vide its letter dated January 23, 2019 (received on January 25, 2019), accorded its approval for the amalgamation of the Company with HUL. A copy of the order of the CCI is awaited. The Scheme remains subject to the receipt of other necessary statutory and regulatory approvals under applicable laws, including by the National Stock Exchange of India Limited, BSE Limited, Securities and Exchange Board of India, the National Company Law Tribunal, and the respective shareholders and creditors of HUL and the Company. You are requested to kindly take the above on record. (As Per BSE Announcement Dated On 25/01/2019) This is to inform receipt of the Order dated 2nd May, 2019 from the National Company Law Tribunal, Mumbai ('NCLT') for convening meetings of the Equity Shareholders and Unsecured Creditors of Hindustan Unilever Limited ('Company'). (As Per BSE Announcement Dated on 07/05/2019) This is with reference to your observation letter bearing reference no. DCS/AMAL/JR/R37/1404/2018-19 dated 15th February, 2019 regarding the Scheme of Amalgamation by way of merger by absorption among GlaxoSmithKline Consumer Healthcare Limited ('Transferor Company') and Hindustan Unilever Limited (the 'Company') and their respective Shareholders and Creditors (the 'Scheme'). We wish to inform you that the Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated 24th September, 2019 ('Order'), has sanctioned the aforesaid Scheme. This Order is subject to sanction of the Scheme by the Hon'ble National Company Law Tribunal, Chandigarh Bench. The certified copy of the aforesaid Order along with the sanctioned Scheme, as received by the Company on 6th November, 2019 from the Hon'ble National Company Law Tribunal, Mumbai Bench, is enclosed for your records. (As Per BSE Announcement Dated 6.11.2019) Pursuant to Regulation 30(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to inform you that Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench, vide its order dated February 26, 2020, has sanctioned the scheme of amalgamation and arrangement between GlaxoSmithKline Consumer Healthcare Limited ('Transferor Company') and Hindustan Unilever Limited ('Transferee Company') and their respective shareholders and creditors under Section 230 to 232 of the Companies Act, 2013 ('Scheme'). A copy of the order of Hon''ble NCLT is enclosed. The effective date of the merger will be communicated to the stock exchanges upon being finalized in accordance with the procedure stated under the approved Scheme of Amalgamation. Kindly take the same on record. Update On Scheme Of Amalgamation (As Per BSE Announcement Dated 26.02.2020) Please find enclosed Outcome of Board Meeting (As Per BSE Announcement dated 01.04.2020) Inter alia considered and noted the order of Chandigarh NCL T and Mumbai NCLT and has fixed Wednesday, 1st April 2020 as the Effective Date of the Scheme, on which date the NCLT orders will be filed by the Company and Transferor Company with the Registrar of Companies, Mumbai and Registrar of Companies, Chandigarh respectively. In accordance with the terms of the Scheme approved by the Mumbai NCL T and the Chandigarh NCL T, the Appointed Date of the Scheme will be the same as the Effective Date i.e. is 1st April, 2020. All the assets and liabilities of Transferor Company shall become assets and liabilities of the Company with effect from the Appointed Date. (As Per BSE Bulletin Dated on 01.04.2020) SUB: Amalgamation of GlaxoSmithKline Consumer Healthcare Limited (Scrip Code: 500676). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation between GlaxoSmithKline Consumer Healthcare Limited ('Transferor Company') and Hindustan Unilever Limited ('Transferee Company'), as sanctioned by the Hon'ble National Company Law Tribunal, Chandigarh in respect of the Transferor Company and the National Company Law Tribunal, Mumbai Bench in respect of the Transferee Company, GlaxoSmithKline Consumer Healthcare Limited, inter alia, has fixed the Record Date to determine the entitlement of shareholders of GlaxoSmithKline Consumer Healthcare Limited to equity shares of Hindustan Unilever Limited. Trading Members are advised not to deal in the equity shares of GlaxoSmithKline Consumer Healthcare Limited with effect from the under mentioned date: COMPANY NAME CODE GlaxoSmithKline Consumer Healthcare Limited (500676) RECORD DATE 17.04.2020 PURPOSE Scheme of Amalgamation: - Upon the Scheme becoming effective and in consideration of the Amalgamation of GlaxoSmithKline Consumer Healthcare Limited with Hindustan Unilever Limited; Hindustan Unilever Limited shall issue and allot Equity Shares to the shareholders of GlaxoSmithKline Consumer Healthcare Limited in the following share exchange ratio: '4.39 (four decimal three nine) equity shares of Hindustan Unilever Limited having a face value of INR 1 each to be issued as fully paid-up, for every 1 (one) equity share held by Shareholder of GlaxoSmithKline Consumer Healthcare Limited having a face value INR 10 each ('Share Exchange Ratio').' NO DEALINGS FROM W.E.F. 16/04/2020 DR-010/2020-2021 Trading Members of of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 08.04.2020) Pursuant to the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Committee of the Board in its Meeting held today, has allotted 18,46,23,812 Equity Shares of Re. 1/- each to the shareholders who were holding shares of the GlaxoSmithKline Consumer HealthCare Limited as on the aforesaid Record Date, under the Scheme of Amalgamation. (As Per BSE Announcement dated on 21.04.2020)
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