April 14, 2022 (MLN): The board of directors of Landmark Spinning Industries Limited (PSX: LMSM) has approved the draft Scheme of Arrangement as per which Liven Pharmaceuticals (Private) Limited (LPL) shall be merged with and into the company, against which 66,666,667 ordinary shares of the company, having a face value of Rs10 each, shall be allotted and issued in aggregate by the company to the shareholders of LPL, as fully paid up, on the basis of a swap ratio of approximately 1666.666675 shares for every one share of LPL.
The authorized capital of the company, upon sanction of the scheme, shall stand automatically increased from Rs150 million to Rs1 billion divided into 100 million shares of Rs10 per share by the merger of the existing authorized share capital of LPL and the company.
Upon sanction of the Scheme, the name of the surviving entity i.e., the company shall be changed to “Liven Pharma Limited”.
The “Loan from directors” appearing in the books of LPL shall be converted at a par value of Rs.10/- resulting in further issuance of shares to such shareholders of LPL in the company.
The object clause of the memorandum of association of the Company shall be replaced with an object clause that caters to the principal line of business of the merged entity i.e., carrying on the business of manufacturing of pharmaceuticals and other allied products.
The board approved the draft of the scheme, subject to any changes and modifications as may be required by the shareholders of the Company or the Honourable High Court of Sindh and such amendments as may be considered necessary without affecting the substance thereof.
