(24-Dec-2010 Hours IST)
Bang Overseas Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 23, 2010, has considered and approved the Scheme of Arrangement between Bang Overseas Limited and Thomas Scott (India) Limited and their respective shareholders ('Scheme') under sections 391 to 394 read with sections 78 and 100 to 103 of the Companies Act, 1956. The salient features of the Scheme are as under: - The Appointed date for the Scheme is April 01, 2011; - The Scheme envisages the de-merger of Retail Division of Bang Overseas Limited into Thomas Scott (India) Limited. - The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, creditors of the Companies, the Stock Exchanges, the Bombay High Court, and the permission or any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme. Bang Overseas Ltd has informed BSE regarding a Press Release titled 'Update on Scheme of Demerger of the Company'. Press Release : 'The Board of Directors of the Company at its meeting held on December 23, 2010, had approved the Scheme of Arrangement between Bang Overseas Limited and Thomas Scott (India) Limited and their respective shareholders ('Scheme'). Further, the BSE and NSE have granted their no-objection to the draft Scheme. The salient features of the Scheme ore as under:- The Appointed date for the Scheme is April 01, 2011; - The Scheme envisages the de-merger of Retail Division of Bang Overseas Limited into Thomas Scott (India) Limited - Upon the Scheme becoming effective, the eligible shareholders shall be issued 1 (One) Equity share of TSIL for every 4 (Four) equity shares held in BOL. The Scheme is subject to requisite consents and approvals as per provisions of Section 391-394 of the Companies Act, 1956. PricewaterhouseCoopers has been appointed as advisers on this restructuring.' (As Per BSE Announcement Website dated on 18.01.2011) Bang Overseas Ltd has informed BSE that at the Court convened meeting of the Company held on April 01, 2011, for the purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Bang Overseas Limited and Thomas Scott (India) Limited and their respective Shareholders ('the Scheme') has been approved unanimously by equity shareholders of the Company. Further the said scheme envisages a reduction of Securities Premium Account of the Company. At the Extra-ordinary General meeting held on April 01, 2011 the shareholders of the Company have approved the special resolution unanimously for reducing the securities premium account of the Company as a part of the said Scheme. (As Per BSE Announcement Website dated on 01.04.2011) Bang Overseas Ltd has informed BSE regarding a Press Release titled 'Bombay High Court approves the Scheme of Arrangement'. Press Release: 'The Hon'ble High Court of Judicature at Bombay has approved the Scheme of Arrangement between Bang Overseas Limited ('BOL' or 'the Company') and Thomas Scott (India) Limited ('TSIL') and their respective shareholders ('Scheme') involving demerger of the Retail division of the Company into TSIL vide order dated on July 22, 2011. The shareholders of the Company had earlier at the High Court convened meeting of the Company held on April 01, 2011 approved the Scheme unanimously. The Scheme envisages issue of 1 (One) Equity Share of face value of Rs. 10 each as fully paid up of TSIL for every 4 (Four) Equity Shares of face value of Rs. 10 each, fully paid up held in BOL. The record date to determine the BOL shareholders who will be entitled to Equity Shares to be issued and allotted by TSIL in the aforesaid ratio in terms of the Scheme would be announced shortly after the Scheme would become effective. PricewaterhouseCoopers are the advisers on this restructuring.' (As Per BSE Announcement Website dated on 02.08.2011) SUB. :- Scheme of Arrangement of Bang Overseas Ltd. (Scrip Code 532946) Trading Members of the Exchange are hereby informed that, Bang Overseas 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 CODE Bang Overseas Ltd. (532946) RECORD DATE 25/08/2011 PURPOSE Scheme of Arrangement: - Demerger and vesting of the Retail Division of Bang Overseas Ltd. into Thomas Scott (India) Ltd. Upon this scheme becoming operative and upon vesting of the Retail Division of Bang Overseas Ltd. into Thomas Scott (India) Ltd.; Thomas Scott (India) Ltd. shall issue and allot to the shareholders of Bang Overseas Ltd., in the ratio of 1 (ONE) equity share of Rs.10/- each fully paid up of Thomas Scott (India) Ltd. for every 4 (FOUR) equity shares of Rs.10/- each fully paid up held in Bang Overseas Ltd. EX-ENTITLEMENT FROM DATE & SETT. NO. 24/08/2011 DR-102/2011- 2012 Note: Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated September 2. 2010, Trading members are hereby informed that the trading in the equity shares of the aforesaid company shall be under ¶' group with effect from August 24, 2011. Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 19.08.2011)
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