Reliance Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 19, 2013,
has approved a scheme of arrangement for amalgamation of Reliance Energy Generation and Distribution Limited (REGDL), a wholly-owned unlisted subsidiary company, with Reliance Industries Limited (RIL).
Further the Company has informed that, no new shares of RIL will be issued by the transferee company upon the Scheme becoming effective as the entire paid-up equity share capital of REGDL is held by RIL.
Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, we inform that the Board of Directors of the Company ('the Board') at its meeting held on 19th July, 2019 has approved the Scheme, which inter alia provides for merger of RHUSA with REGDL and merger of REGDL with the Company under Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 and Section 18-209 of the Delaware Limited Liability Company Act.
RHUSA was incorporated as a Delaware corporation in the year 2010, under Delaware General Corporation Law, USA. RHUSA conducts its operations through indirect interests in entities which are in the business of producing natural gas and liquids from shale deposits in the USA. These entities in turn own interests in shale gas assets.
REGDL is a public limited company incorporated in India. It is mainly engaged in the business of wholesale trading of goods and investment in shares & securities.
The Company is incorporated in India, engaged inter alia, in activities spanning across hydrocarbon exploration and production, petroleum refining and marketing, petrochemicals and also has interests in retail and digital services.
RHUSA is a wholly-owned subsidiary of REGDL and REGDL is a wholly-owned subsidiary of the Company. The merger of RHUSA and REGDL, will inter alia simplify the corporate structure of the Company.
RHUSA and REGDL being indirect/direct subsidiaries of the Company, upon amalgamation, no shares will be issued by either REGDL or the Company and entire investment of REGDL in RHUSA and that of the Company in REGDL shall be cancelled. Therefore, the question of the transaction being done at 'arm's length' does not arise.
Since no consideration is being issued pursuant to the amalgamation, there will be no change in the shareholding pattern of the Company.
The Scheme is subject to consent of Note Holders and Bank Lenders of RHUSA and necessary statutory / regulatory approvals under applicable laws including approval of Mumbai Bench of National Company Law Tribunal (NCLT). The Reserve Bank of India has accorded its approval to the aforesaid proposal of amalgamation.
(As Per BSE Announcement Dated On 20/07/2019)
Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Composite Scheme of Amalgamation and Plan of Merger amongst Reliance Holding USA Inc. ('RHUSA') and Reliance Energy Generation and Distribution Limited ('REGDL'), both wholly-owned subsidiaries of Reliance Industries Limited ('RIL') and RIL and their respective Shareholders ('Scheme') - Further update
(As per BSE Announcement Dated on 7/8/2020)
This is further to the various disclosures made by the Company on the captioned subject.
We wish to inform you that the certified copy of the Order of the Hon'ble National Company Law Tribunal, Mumbai Bench, ('NCLT') along with the Scheme has been filed with the Registrar of Companies, Mumbai on August 21, 2020 upon which the Scheme has become effective.
The disclosure made by the Company to Singapore Stock Exchange, where the bonds of RHUSA were listed, about effectiveness of the Scheme is attached herewith.
We request you to take the same on record.
(As Per BSE Announcement dated on 26.08.2020) | Powered by Capital Market - Live News |
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