Tata Global Beverages Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 12, 2013, considered and approved the proposal of merger of Mount Everest Mineral Water Limited ('MEMW') with the Company in terms of a Scheme of Amalgamation under Sections 391-394 and other applicable provisions of the Companies Act, 1956 ('the Scheme').
The salient features of the Scheme are as follows:
1. The Appointed Date of the Scheme would be April 01, 2013;
2. The entire undertaking of MEMW would be transferred to the Company as a going concern together with all assets and liabilities of MEMW;
3. In consideration of the amalgamation, the Company will issue shares to the shareholders of MEMW in the following swap ratio recommended by the independent valuers, SSPA & Co. and Haribhakti & Co. as under :
- 3 fully paid up equity shares of Rs. 1 each of Tata Global Beverages Limited for every 4 fully paid up equity shares of Rs. 10 each of Mount Everest Mineral Water Limited.
4. Rothschild (India) Private Limited has issued a fairness opinion on the swap ratio.
5. The Company holds 50.07% of the total issued, subscribed and paid-up share capital of MEMW and the shares held by the Company in MEMW shall get extinguished. No new shares shall be issued in lieu of such shares of MEMW held by TGBL.
The Scheme will be filed with the Stock Exchanges where the shares of the Company are listed as per SEBI Circular dated February 04, 2013 and May 21, 2013 for receiving their comments to the Scheme. The Scheme is subject to other necessary statutory approvals, including sanction of the Hon'ble High Court of Himachal Pradesh at Shimla and Hon'ble High Court at Calcutta.
In this regard, the Company has submitted to BSE a copy of Press Release dated November 12, 2013, titled 'Mount Everest Mineral Water (MEMW) to be merged with Tata Global Beverages Limited'
Mount Everest Mineral Water Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 12, 2013, considered and approved the proposal of merger of the Company with Tata Global Beverages Limited ('TGBL') in terms of a Scheme of Amalgamation under Sections 391-394 and other applicable provisions of the Companies Act, 1956 ('the Scheme').
The salient features of the Scheme are as follows:
1. The Appointed Date of the Scheme would be April 01, 2013;
2. The entire undertaking of the Company would be transferred to TGBL as a going concern together with all assets and liabilities of the Company;
3. In consideration of the amalgamation, TGBL will issue shares to the shareholders of the Company in the following swap ratio recommended by the independent valuers, SSPA & Co. and Haribhakti & Co, as under:
- 3 fully paid up equity shares of Rs. 1 each of Tata Global Beverages Limited for every 4 fully paid up equity shares of Rs. 10 each of Mount Everest Mineral Water Limited.
4. ICICI Securities Limited has issued a fairness opinion on the swap ratio.
5. TGBL holds 50.07% of the total issued, subscribed and paid-up share capital of the Company and the shares held by TGBL in the Company shall get extinguished. No new shares shall be issued in lieu of such shares of MEMW held by TGBL.
The Scheme will be filed with the Stock Exchanges where the shares of the Company/TGBL are listed as per SEBI Circular dated February 04, 2013 and May 21, 2013 for receiving their comments to the Scheme. The Scheme is also subject to other statutory approvals, including sanction of the Hon'ble High Court of Himachal Pradesh at Shimla and the Hon'ble High Court at Calcutta.
In this regard, the Company has submitted to BSE a copy of Press Release dated November 12, 2013, titled 'Mount Everest Mineral water (MEMW) to be merged with Tata Global Beverages Limited'
Tata Global Beverages Ltd has informed BSE that the Hon'ble High Court of Calcutta has approved the Scheme of Amalgamation of Mount Everest Mineral Water Limited with Tata Global Beverages Limited pursuant to Section 391 and section 394 of the Companies Act, 1956.
The Company will be filing the copy of the High Court Order with the Registrar of Companies in due course of time.
Mount Everest Mineral Water Ltd has informed BSE that the Hon'ble High Coutt of Himachal Pradesh has approved the Scheme of Amalgamation of Mount Everest Mineral Water Limited with Tata Global Beverages Limited pursuant to Section 391 and section 394 of the Companies Act, 1956.
The Company will be filing the copy of the High Court Order with the Registrar of Companies in due course of time.
(As per BSE Announcement Dated on 27.04.2015)
Tata Global Beverages Ltd has informed BSE that the Hon'ble High Court at Calcutta has approve the Scheme of Amalgamation of Mount Everest Mineral Water Limited and Tata Global Beverages Limited vide its order dated February 16, 2015 and received by the Company on April 20, 2015.
(As per BSE Announcement Dated on 28.04.2015)
Tata Global Beverages Ltd has informed BSE that the Company has fixed the Record Date as June 08, 2015 for the purpose of issue of new equity shares of the Company to the shareholders of Mount Everest Mineral Water Limited (MEMW) in terms of the Scheme.
(As per BSE Announcement Dated on 27.05.2015)
SUB. : - Scheme of Amalgamation of Mount Everest Mineral Water Ltd. (Scrip Code 531096).
Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Mount Everest Mineral Water Limited with Tata Global Beverages Ltd as approved by the Hon'ble High Courts at Calcutta and Himachal Pradesh. Tata Global Beverages Ltd has fixed a Record Date to determine the entitlement of shareholders of Mount Everest Mineral Water Ltd. to the equity shares of Tata Global Beverages Ltd.
Trading Members are advised not to deal in the equity shares of Mount Everest Mineral Water Ltd. with effect from the under mentioned date.
COMPANY NAME CODE
Mount Everest Mineral Water Ltd.
(531096)
RECORD DATE
08/06/2015
PURPOSE
The Scheme of Amalgamation: -
Amalgamation of Mount Everest Mineral Water Ltd. with Tata Global Beverages Ltd.
Upon the Scheme becoming effective, in consideration of transfer and vesting of the Undertaking of Mount Everest Mineral Water Ltd. in Tata Global Beverages Ltd, Tata Global Beverages Ltd shall issue and allot shares to all the shareholders of Mount Everest Mineral Water Ltd. in the following share exchange ratio:
3 (THREE) equity shares of Re. 1/- each of Tata Global Beverages Ltd. for every 4 (FOUR) equity shares of Rs. 10/- each held in Mount Everest Mineral Water Ltd.
NO DEALINGS FROM
05/06/2015 DR-046/2015-2016
Trading Members of the Exchange are requested to take note of it.
(As Per BSE Notice Dated on 27.05.2015)
Tata Global Beverages Ltd has informed BSE regarding Outcome of Merger Allotment Committee Meeting held on July 02, 2015 the Hon'ble High Court at Calcutta vide Order dated 16.2.2015 and the Hon'ble High Court of Himachal Pradesh vide Order dated 23.3.2015 have approved the Scheme of Amalgamation of Mount Everest Mineral Water Limited (MEMW) with the Company. The Company has filed the requisite Form INC 28 with the respective Registrar of Companies and the amalgamation has become effective.
Pursuant to and in consideration of the Scheme of Amalgamation of MEMW with the Company, the Company is to issue 3 new equity shares of Re. 1 each of the Company for every 4 equity shares of Rs. 10 each held by the eligible shareholders in MEMW as of the Record date. The Record date for this purpose was fixed as 8th June 2015.
In pursuance of the above, this is to inform you that the Merger Allotment Committee of the Board of Tata Global Beverages Limited met today and approved the allotment of 1,22,24,110 new equity shares of Re. 1/- each from the unissued eligible resident Indian equity shareholders of MEMW as on the Record Date, namely, 8th June 2015 in the ratio of 3 new equity shares of Re. 1 each of the Company for every 4 equity shares of Rs. 10 each held by the eligible shareholders in MEMW. The Company will be shortly submitting necessary application for listing of the said 1,22,24,110 new equity shares of Rs. 10 each. Consequent to this allotment, the issued and paid up capital of the Company goes up from Rs. 61,83,98,570 (61,83,98,570 equity shares of Re 1 each) to Rs.63,06,22,680 (63,06,22,680 equity shares of Re 1 each).
(As per BSE Announcement dated on 02.07.2015) | Powered by Capital Market - Live News |
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