December 28, 2021 (MLN): The board of directors of Nadeem Textile Mills (NATM) have approved the proposed scheme of arrangement involving the merger of Nadeem Power Generation (Pvt.) Limited (NPGPL) with and into the company along with all the relevant matters thereto, company informed today via notice to exchange.
During the meeting, the board authorized the company to enter into an arrangement with NPGPL in terms of which, inter alia, NPGPL shall be merged, by way of amalgamation, with and into the NATM, as a consequence of which shares of the Company shall be issued to the shareholders of NPGPL in accordance with the terms of a Scheme of Arrangement prepared under the provisions of Sections 279 to 282 and 285 of the Companies Act, 2017.
Meanwhile, its pertinent to note that the aforementioned approval is subject to the approval of the requisite majority of the shareholders and creditors of the NATM and sanction of the High Court of Sindh at Karachi.
As per the notification, for the purpose of the NPGPL amalgamation, the following consideration/swap ratios, based on the valuations/calculations carried out by M/s. Rahman Sarfaraz Rahim Iqbal Rafiq Chartered Accountants in terms of their report dated December 27, 2021, be and are hereby approved that 8.71 ordinary shares of the company, of face value, PKR10 each, shall be allotted and issued in aggregate by the company to the shareholders of NPGPL, as fully paid up, on the basis of a swap ratio of 8.71 shares of the Company for every 1 share of NPGPL held by the shareholders of NPGPL.
The board further resolved that subject to the sanctioning of the Scheme, the authorized share capital of the Company shall stand automatically increased from PKR 300 million (as to be increased in EOGM held on January 24, 2022) to PKR 330 million by the merger of the existing authorized share capital of the company and NPGPL and that the memorandum and articles of association of the company shall stand amended in terms of the Scheme.
The board also approved to file a petition application (along with NPGPL) to the High Court of Sindh at Karachi for the purpose of seeking sanction of the said proposed scheme of arrangement.
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