Board of Directors of Peter England Fashions & Retail Limited [“PEFRL”], a
wholly owned subsidiary of Aditya Birla Nuvo Limited [“ABNL”], at its meeting
held today, approved the Scheme of Arrangement for the demerger of “Pantaloons
Format” business into PEFRL. This is further to the in-principle approval given
by the Board of Directors of ABNL on 30th April 2012.
The Board of Directors of PEFRL also approved the share entitlement ratio in
relation to the demerger. Accordingly, upon the effectiveness of the Scheme of
Arrangement and under its terms, the equity shareholders of Pantaloon Retail
(India) Ltd (PRIL) will receive 1 (one) fully paid up equity share of Rs. 10
each in PEFRL for 5 (Five) fully paid up equity share(s) (including DVR equity
shares) of Rs. 2 each held in PRIL.
The transaction will be executed as indicated:
PRIL, through a court scheme of arrangement, will transfer all undertakings,
business, activities and operations pertaining to the ‘Pantaloons Format’
business to PEFRL. A debt of Rs. 1,600 crore will also be transferred to
The appointed date of the transfer is 1st July 2012.
PEFRL will issue equity shares to the shareholders of PRIL as per the Board
approved share entitlement ratio.
Post-demerger, the holding of ABNL through its subsidiary PEFRL, will be
50.09 per cent.
As part of the scheme, ABNL and / or its affiliates intend making a voluntary
open offer to other shareholders of PEFRL.
The transaction is expected to be completed within six months, subject to the
requisite statutory and regulatory approvals, including those from the stock
exchanges under the listing agreement, shareholders, creditors, competition
commission of India and the Hon’ble High Court of Judicature at Bombay.
The share entitlement ratio has been arrived at based on the recommendations
of Deloitte Touche Tohmatsu India Pvt. Ltd. and Grant Thornton India LLP.
Amarchand & Mangaldas & Suresh A. Shroff & Co. is the legal advisor
to the transaction.
About Aditya Birla Nuvo Limited
Aditya Birla Nuvo is a
US$4.5 billion conglomerate. Over the years, it has made successful ventures
into the sunrise sectors viz., Financial Services (Life Insurance, Asset
Management, NBFC, Private Equity, Broking, Wealth Management and general
insurance advisory), Telecom, Fashion & Lifestyle and IT-ITeS. Its
manufacturing businesses are leading players in the sectors in which they
operate viz Agri-business, Carbon Black, Insulators, Rayon and Textiles. For
more information visit, www.adityabirlanuvo.com.
Aditya Birla Nuvo is part of the Aditya Birla Group, a US$40 billion Indian
multinational. The Group operates in 36 countries across the globe, is anchored
by an extraordinary force of over 133,000 employees belonging to 42
nationalities and derives more than 50 per cent of its revenue from its overseas
operations. For more information visit, www.adityabirla.com.
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