(29-Jun-2010 Hours IST)
Alembic Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 29, 2010 has, in-principle, approved the demerger of Pharmaceutical Undertaking of the Company and to merge the said Undertaking into Alembic Pharma Ltd., a wholly owned subsidiary Company of Alembic Ltd. with effect from appointed date i.e. April 01, 2010, subject to the requisite approvals including Shareholders, Creditors, Stock Exchanges, the Hon'ble High Court of Gujarat and other authorities, as may be required for the purpose. The following Share Exchange Ratio has been determined: The existing Shareholders of Alembic Ltd. will get 1 (one) equity share having face value of Rs. 2/- each in the Resulting Company i.e. Alembic Pharma Ltd. (APL) for every 1 equity shares having face value of Rs. 2/- each held by them in the Company. This will be in addition to the equity shares already held by the shareholders in Alembic Ltd. The Scheme of arrangement also envisages re-organisation of Vadodara Undertaking including re-valuation of assets. Alembic Ltd has informed BSE regarding a Press Release dated June 29, 2010 titled 'Alembic Board Approves Demerger of Pharma Business' Press Release: 'Alembic Ltd., the pharma major, at its Board Meeting held today, announced the re-organisation containing demerger of its core pharmaceutical business in to a 100% subsidiary Company called Alembic Pharma Ltd. and reorganization of its Vadodara Undertaking. This Restructure is subject to approval from shareholders, Stock Exchanges, other authorities and the Honorable High Court of Gujarat. In the scheme of arrangement approved by the Alembic Board, the Company proposes to demerge its Domestic Formulation, International Generic and API Business to its subsidiary company, Alembic Pharma Ltd. Alembic Ltd. will retain its Vadodara manufacturing facility, which has fermentation facilities manufacturing Penicillin G & Erythromycin Thiocyanate and other products along with the Power infrastructure and the land assets at Vadodara. Under the demerger scheme, the Shareholders of Alembic Ltd. will be issued 1 (one) equity share having face value of Rs. 2/- each in the Resulting Company i.e. Alembic Pharma Ltd. (APL) for every 1 equity share having face value of Rs. 2/- each held by them in the Company. This will be in addition to the equity shares already held by the shareholders in Alembic Ltd. Post demerger, Equity Share Capital of Alembic Pharma Ltd. will be Rs. 37.70 crores of which Alembic Ltd. will hold 29.18% and the balance will be held by shareholders of Alembic Ltd. After the demerger becomes effective, Alembic Ltd. will continue to be listed and application will be made to BSE and NSE to list Alembic Pharma Ltd. The demerger will allow the two companies to focus on their respective core businesses. Alembic Pharma Ltd. will become a pure pharma player with focus on Domestic Formulation Business and International Business largely driven by the Regulated Markets and Research & Development activities. Alembic Ltd. will continue to operate Vadodara Undertaking (including power generating and other utilities) whose products are largely commoditized and face competition from Chinese Companies. In future, Alembic Ltd. will also endeavour to develop its real estate into commercial and residential properties subject to necessary approvals. This re-organisation exercise will help unlock shareholders value and also help insulate core Pharma operations from severe volatility and uncertainty of Pen G business of Vadodara manufacturing facility.' Alembic Ltd has informed BSE that pursuant to the directions issued by the Hon'ble High Court of Gujarat vide order dated August 02, 2010, the meetings of the Secured Creditors, Un-secured Creditors, Shareholders and Fixed Depositors of the Company were convened on September 16, 2010 and at the respective meetings, unanimous approval has been granted to the Composite Scheme of Arrangement in the nature of demerger and transfer of Pharmaceutical Undertaking of Alembic Ltd. to Alembic Pharma Ltd. and consequential re-organization of Share Capital in form of utilization of the Share Premium Account of Alembic Ltd. The Chairman's report in this regard is being submitted to the Hon'ble High Court of Gujarat. The said scheme is now subject to requisite approvals and sanctions, inter-alia, of the Hon'ble High Court of Gujarat. (As Per BSE Announcement Dated on 17.09.2010) Alembic Ltd has informed BSE that the petition filed by the Company for approval of Scheme of Arrangement in nature of demerger and transfer of the Pharmaceutical Undertaking of Alembic Ltd as a going concern to Alembic Pharma Ltd, and consequential Re-organisation of its Share Capital, pursuant to Sections 391 to 394 read with Sections 78 and 100 to 104 and other relevant provisions of the Companies Act, 1956 has been sanctioned by the Hon'ble High Court of Gujarat vide Oral Order dated January 24, 2011 received by the Company on February 23, 2011. (As Per BSE Announcement Dated on 23.02.2011) Alembic Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 31, 2011 have fixed April 14, 2011 as Record Date to ascertain the eligibility of the shareholders of Alembic Limited to receive the equity shares of Alembic Pharmaceuticals Limited as per the Scheme of Arrangement sanctioned by the Hon'ble High Court of Gujarat. The Equity Shareholders of Alembic Limited will be allotted 1 (one) equity share of face value of Rs. 2/- by Alembic Pharmaceuticals Limited against every 1 (one) equity share held by him in the Company. (As Per BSE Announcement Dated on 01.04.2011) SUB. :- Scheme of Arrangement of Alembic Ltd. (Scrip Code 506235) Trading Members of the Exchange are hereby informed that, Alembic 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 Alembic Ltd. (506235) RECORD DATE 14.04.2011 PURPOSE Scheme of Arrangement: - Demerger of the Pharmaceutical Undertaking of Alembic Ltd. into Alembic Pharmaceuticals Ltd. Upon the Scheme becoming fully effective, in consideration of the transfer and vesting of the Pharmaceutical Undertaking of Alembic Ltd. into Alembic Pharmaceuticals Ltd, Alembic Pharmaceuticals Ltd shall issue and allot to the shareholders of Alembic Ltd, in the ratio of 1 (ONE) equity share of Rs.2/- each fully paid up of Alembic Pharmaceuticals Ltd for every 1 (ONE) equity share of Rs.2/- each fully paid up in Alembic Ltd. EX-ENTTLENT FROM DATE & SETT. NO. 11/04/2011 DR-009/2011- 2012 Note: Pursuant to SEBI Circulr 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'T' group with effect from April 11, 2011. Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 05.04.2011)
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