September 21, 2007

United Phosphorus

United Phosphorus Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on October 11, 2007, inter alia, to transact the following:

1. Increase the Authorised Share Capital of the Company from Rs 200,00,00,000/- divided into 27,50,00,000 equity shares of Rs 2/- each, 1,40,00,000 Preference Share of Rs 100/- each & 50,00,000 Preference Shares of Rs 10/- each to Rs 300,00,00,000/- dividend into 77,50,00,000 equity shares of Rs 2/- each and 50,00,000 Preference Share of Rs 10/- each & consequential amendments in the Memorandum & Articles of Association of the Company.

2. Authority to the Board of Directors of the Company to borrow any sum or sums of money from time to time, with or without security and on such terms & conditions as they may think fit notwithstanding that the money already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided, however, that the total amount so borrowed by the Board of Directors shall not exceed the sun of Rs 10,000/- crores.

3. To approve the revised remuneration payable to Mr. Vikram R Shroff, Executive Director.

4. To create, offer, issue & allot warrants, entitling the warrant holder(s) from time to time to apply for equity shares of the Company, in one or more tranches, to promoter / promoter group whether or not they are members of the Company, on preferential placement basis through offer letter and / or circular and / or information memorandum and / or private placement memorandum and / or such other documents / writings, in such manner and on such terms & conditions as may be determined by the Board in its absolute discretion, provided that the aggregate numbers of resultant equity shares of the Company to be issued against such warrants shall not exceed 3,11,70,000 fully equity shares of the face value of Rs 2/- each (subject to necessary provisions and approvals) at a price not less than higher of:

a. The average of the weekly high and low of the closing prices of the Company's shares quoted on the stock exchange (National Stock Exchange of India Ltd) during the six months preceding the relevant date.

b. The average of the weekly high and low of the closing prices of the Company's shares quoted on a stock exchange (National Stock Exchange of India Ltd) during the six months preceding the relevant date.

'relevant date' for this purpose being September 10, 2007.

5. To create, offer, issue & allot in one or more tranches, equity shares or such other permissible instruments convertible into equity share at the option of the Company or of the holders of the instrument in accordance with Clause 13A.5.1 of Chapter XIII-A, at a price not less than higher of :

a. The average of the weekly high and low of the closing prices of the Company's shares quoted on the stock exchange (National Stock Exchange of India Ltd) during the six months preceding the 'relevant date'.

b. The average of the weekly high and low of the closing prices of the Company's shares quoted on a stock exchange (National Stock Exchange of India Ltd) during the two weeks preceding the 'relevant date'.

'relevant date' for this purpose being September 10, 2007.

being the minimum price specified as per Clause 13A.3.1 of Chapter XIII-A of SEBI Guidelines, giving the holder the right to subscribe to equity shares on Private Placement Basis or under Qualified Institutional Placement to QIB's as permitted under Chapter XIII-A of the SEBI (Disclosure and Investor Protection) (DIP) Guidelines, 2000 through prospectus / placement document / Foreign Investors / FIIs , NRIs, Body Corporate, Companies, Mutual Funds, Financial Institutions, Banks, Insurance Companies, Pension Funds etc., whether they are existing shareholders of the Company or not (collectively referred to as the investors and combination thereof) / Global Depository Receipts (GDRs), Foreign Currency Convertible Bonds (FCCBs) or a combination thereof and / or instruments convertible into equity share optionally or otherwise ("Securities") for an aggregate sum up to US $ 500 million or equivalent in Indian and / or any other currency(ies) directly in the course of domestic and / or international offering to Non-resident Investors (whether or not such investors are members, promoters, directors of the Company) through Private Placement(s), at such time or times in one or more tranches, at such price or prices which will be determined in accordance with the relevant applicable guidelines / provisions specified that behalf including at a discount or premium to market price or prices in such manner or such terms & condition as may be decided subject to the applicable statutory rules & regulation and in consultation with the Merchant Bankers, Lead Managers, Underwriters, Advisors and as may be deemed appropriate and approved by the Board of the Company at the time of such offer / issue / allotment of securities so as to enable the Company to get listed at any stock exchanges in India and / or International / Overseas Stock Exchange(s) wherever applicable & necessary, subject to necessary provisions & approvals.

No comments: