(01-Feb-2007 Hours IST)
Indiabulls Financial Services Limited has informed the Exchange that at the meeting of the Board of Directors of the Company held on May 1, 2006 the following items were discussed and approved :- 1) The Board of Directors considered the proposal to transfer the real estate undertakings of the Company i.e. the Company's business, activities and operations pertaining to real estate construction -development and infrastructure projects including investments of the Company in Indiabulls Properties Private Limited, Indiabulls Real Estate Company Private Limited, Indiabulls Infrastructure Limited, Indiabulls Estate Limited, and Indiabulls Resources Limited, as a going concern and by way of a demerger to Indiabulls Real Estate Limited ('IREL') in consideration for which IREL will issue shares and global depository receipts ('GDRs') to the shareholders and GDR holders, respectively, of the Company, based on a share entitlement ratio approved by the boards of directors of both the companies. The restructuring proposal to be implemented in terms of a scheme of arrangement under the provisions of Sections 391-394 of the Companies Act, 1956, was discussed and approved. The proposed scheme of arrangement provides that upon sanction, the demerger will take effect from the appointed date i.e. May 1, 2006. ('Appointed Date'). The Board of Directors of the Company also approved the share entitlement ratio of 1 (one) equity share in IREL of Rs. 2 each credited as fully paid-up for every 1 (one) equity share of Rs. 2 each credited as fully paid-up held by such member in the Company. The Fairness of the share entitlement ratio has been confirmed by J. M. Morgan Stanley Private Limited. The board of the Company has approved the preferential allotment of shares, however the transaction is subject to the approval of shareholders of the company. Pursuant to the approval of the preferential allotment of shares in the board meeting, the company has also approved certain modifications to reflect the aforesaid preferential allotment of shares in the scheme of arrangement for the demerger of the real estate undertaking of the company to Indiabulls Real Estate Ltd under Sections 391-394 of the Companies Act, 1956. The Scheme was earlier approved at a board meeting of the company on May 01, 2006. The Company expects the demerger of Indiabulls Real Estate Ltd, its real estate undertaking to be completed in the calendar year 2006, subject to necessary approvals from regulatory authorities and the High Court, Delhi. (As per BSE Bulletin dated on 19/06/2006) Indiabulls Financial Services Ltd has informed BSE about the following: The Company filed a scheme of de-merger to demerge its real estate business to Indiabulls Real Estate Ltd which would be a separately traded public entity after the proposed de-merger is completed. The de-merger is expected to be completed in the third quarter of the current financial year. Upon de-merger of the real estate business, every shareholder holding one share of the Company would get one share of Indiabulls Real Estate Ltd, the demerged entity. (As per BSE Bulletin dated on 26/07/2006) Indiabulls Financial Services Ltd has informed BSE that on August 07, 2006 the Company has filed an Application under Section 391 of the Companies Act, 1956 with the Hon'ble High Court of Delhi, New Delhi, seeking its approval to the demerger of the Company's Real Estate Business to Indiabulls Real Estate Ltd (IBREL) (which would be a separately traded public Company once the proposed demerger is completed), and for its directions to convene and hold meetings of the Equity Shareholders and Unsecured Creditors of the Company in this behalf. Upon demerger of the Real Estate Business, every shareholder holding one share of the Company would get one share of IBREL, the resulting entity. (As per BSE Bulletin dated on 08/08/2006) Indiabulls Financial Services Ltd has informed BSE that pursuant to the order of the High Court of Delhi at New Delhi, the separate meetings of the equity shareholders & unsecured creditors of the Company will be held on September 18, 2006, to consider the proposed Scheme of Arrangement / Demerger between the Company and the Indiabulls Real Estate Ltd and their respective shareholders and creditors. (As per NSE Bulletin dated on 25/08/2006) Indiabulls Financial Services Ltd has informed BSE that the Hon'ble High Court of Delhi at New Delhi vide its order dated December 06, 2006, has sanctioned the Scheme of Arrangement between the Company, Indiabulls Real Estate Ltd and their respective shareholders and creditors for the demerger of the real estate undertaking of the Company to Indiabulls Real Estate Ltd. (As Per BSE Announcement Website Dated On 06/12/2006) Indiabulls Financial Services Ltd has informed BSE about the following: 1. Effective Date for scheme of demerger Upon satisfaction of the conditions precedent to effectiveness of the scheme of arrangement (Scheme) between the Company and Indiabulls Real Estate Ltd (IBREL) under Sections 391-394 of the Companies Act, 1956, in terms thereof, the Board of Directors of the Company has taken on record December 20, 2006 as the 'Effective Date' for the Scheme. 2. Valuation of real estate assets Pursuant to the Scheme, the real estate business of the Company has been demerged to Indiabulls Real Estate Ltd. Some of the real estate assets that would be a part of Indiabulls Real Estate Ltd have been valued by Knight Frank, a leading international real estate consultancy Company. Knight Frank has estimated the present value of 100% of the six development projects at Rs 215,690 million. The total present value of Indiabulls Real Estate Ltd's effective ownership in the project Companies undertaking the proposed developments is Rs 151,250 million. (As Per BSE Announcement Website Dated on 20/12/2006) SUB : Scheme of Arrangement of Indiabulls Financial Services Ltd. (Scrip Code 532544) Trading Members of the Exchange are hereby informed that, Indiabulls Financial Services Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. Company Name Indiabulls Financial Services Ltd. Code 532544 Record date 09/01/2007 Purpose Scheme of Arrangement : De-merger of Real Estate Undertaking of Indiabulls Financial Services Ltd. (the Company) in favour of Indiabulls Real Estate Ltd. (the Resulting Company) Upon effectiveness of the Scheme, in consideration of the Demerger of Real Estate Undertaking in Indiabulls Real Estate Ltd. (the Resulting Company),Indiabulls Real Estate Ltd. shall issue and allot to each member of Indiabulls Financial Services Ltd. 1 (One) equity share of Indiabulls Real Estate Ltd. of the face value of Rs.2/- each credited as fully paid for every 1 (One) equity share of Rs.2/- each fully paid up held in Indiabulls Financial Services Ltd. EX-ENTITLEMENT DATE 02/01/2007 DR-193/2006- 2007 The scrip will be No Delivery from 02/01/2007 (DR-193/2006-2007) to 08/01/2007 (DR-197/2006-2007). Trading Members of the Exchange are hereby informed that the under-mentioned securities of Indiabulls Real Estate Limited are listed and permitted for trading with effect from Friday, March 23, 2007. Name of the Company: Indiabulls Real Estate Limited (IBREL) Registered Office:F-60, Malhotra Building, IInd Floor, Connaught Place, New Delhi - 110 001. Tel. No. 011 41523700 Fax No. 011 41529071 Emal: helpdesk@indiabulls.com Web: www.indiabulls.com Corporate Office:S. P. Centre, æCÆ Wing, 41/44 û Minoo Desai Road, Near Radio Club, Colaba, Mumbai - 400 001 Securities:1,10,00,000 equity shares of Rs.2/- each fully paid-up issued upon conversion of Series I Warrants issued pursuant to the scheme of arrangement and 16,86,75,378 equity shares of Rs.2/- each fully paid-up issued to the shareholders of Indiabulls Financial Services Limited pursuant to the scheme of arrangement of the Company. Distinctive numbers:1 to 179675378 Scrip Code:532832 Group:B1 Group Market Lot:1 Share Face Value:Rs.2/- each fully paid Scrip ID on BOLT System:IBREALEST Abbreviated name on BOLT System:INDBUL REAL ISIN No.:INE069I01010 2. Trading members may please note that 4,00,00,015 equity shares of the Company are under lock-in as per the details given below and therefore these shares would not be good delivery in the market till then. The company has confirmed that these equity shares are held in demat form for which necessary corporate action has been executed to have lock-in period marked in the depositoryÆs record. The details of non-transferable shares are given hereinbelow: Number of Shares - 1 Details of Dist. Nos. - 2 Date upto which lock in - 3 1 2 3 1,10,00,000 1- 1,10,00,000 08-08-2008 2,17,50,015 1,10,00,001 - 3,27,50,015 21-09-2007 72,50,000 5,51,16,686 - 6,23,66,685 6-11-2007 3. The particulars of the Scheme of Demerger/Arrangement are as mentioned below: a) The Scheme of Demerger/Arrangement of the Company was approved by the Hon'ble High Court of Delhi, vide the order dated November 24, 2006. b) Appointed Date: May 01, 2006 c) Effective Date: December 20, 2006 d) Pursuant to the Scheme of Arrangement, between Indiabulls Financial Services Limited (IBFSL), Indiabulls Real Estate Limited (IBREL) and their respective shareholders and creditors the Real Estate undertakings of IBFSL got demerged and vested in IBREL on a going concern basis and in consideration thereof, IBREL has on February 04, 2007 issued and allotted 16,86,75,378 Equity shares of Rs.2/- each in the exchange ratio of 1 (One) Equity share of Rs.2/- each fully paid-up for every 1 (One) Equity share of Rs.2/- each held in IBFSL. Also as provided in the scheme, upon the scheme becoming effective, IBREL has issued an equal number of warrants to the existing warrant holders of IBFSL. Further, upon the exercise of the conversion option by the warrant holders, IBREL has allotted 1,10,00,000 Equity Shares of Rs. 2/- each at premium of Rs. 68 per share to the promoters of the company on January 09, 2007. e) The issued, subscribed and paid-up capital of the company post scheme arrangement comes to Rs.3593.50 lacs consisting of 17,96,75,378 Equity Shares of Rs.2/- each fully paid up. 4. As per Exchange Notice No. 20061223-2 dated December 23, 2006, IBFSL has fixed January 9, 2007 as ôRecord Dateö, for giving effect to the Scheme of Arrangement and accordingly dealing in the equity shares of IBFSL was done on ex-entitlement basis w.e.f. January 02, 2007. 5. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the Companys Website on http://www.indiabulls.com 6. The share transfer documents should be sent to the registrar of the company at the address mentioned below: M/s Bigshare Services Pvt. Ltd. Unit: Indiabulls Real Estate Limited E-2/3, Ansa Industrial Estate, Sakiviahar Road, Sakiviahar Naka, Andheri (East), Mumbai - 400 072. Tel. No. 022 - 28470652 Fax No. 022 - 28475207 7. The Company's Financial Year ends on 31st March. (As PerBSE Notice dated on 21/03/2007)
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