The Board of directors of Kilpest India Limited at its meeting held today, approved and considered the draft Scheme of Amalgamation between 3B Blackbio Biotech India Limited ("Transferor Company") and Kilpest India Limited ("Transferee Company") as may be modified from time to time ("Scheme"), under Sections 230 to 232 of the Companies Act, 2013.
The Scheme is subject to inter alia receipt of approvals from the shareholders and creditors of the Company, as may be directed by the National Company Law Tribunal, ("NCLT"), BSE Limited and approval of other regulatory or statutory authorities as may be required.
The Audit Committee of the Company has furnished its report to the Board of Directors of the Company recommending the Scheme.
The Company has received fairness opinions, both dated September 17, 2020, from Capital Square Advisors Private Ltd, a SEBI Registered (Category-I) Merchant Banker share exchange ratio, recommended by Bhavesh Rathod & Co, (Chartered Accountants)in their valuation report dated September 17, 2020.
The share exchange ratio is fixed as 8.33 (Eight point three three ): 1 (one) Shares to be issued only to existing shareholders of 3B BlackBio (other than Kilpest )at a swap ratio of 8.33 shares of Kilpest for 1 share of 3B BlackBio.
Kilpest is holding 87.44% (8,98,500 shares) in 3B BlackBio's total equity of 10,27,500 shares. Pursuant to the scheme of amalgamation 10,74,570 new fully paid up equity shares of Kilpest will be issued to the remaining shareholders of 3B BlackBio, holding 1,29,000 (12.56%) shares at a SWAP ratio of 8.33 shares of Kilpest for 1 share in 3B BlackBio.
The 8,98,500 shares held by Kilpest in 3B BlackBio will get cancelled as per process of amalgamation.
The Expanded Equity Capital of Kilpest (to be renamed as 3B BlackBio Dx Ltd.) will become 85,82,670 Equity shares of Rs. 10/- each (Existing Shares: 75,08,100 shares + New Shares to be allotted: 10,74,570 shares). As a result of this increased equity, every existing shareholder of Kilpest will become direct owner of the Amalgamated company in a ratio of 0.8748%.
The Listed entity shall be renamed as 3B BlackBio Dx Ltd. so that all the stakeholders of Kilpest will directly share the growth and fruitful journey of "Diagnostic Business".
Shares of KILPEST INDIA LTD. was last trading in BSE at Rs.308.5 as compared to the previous close of Rs. 314.75. The total number of shares traded during the day was 2042 in over 100 trades.
The stock hit an intraday high of Rs. 308.5 and intraday low of 308.5. The net turnover during the day was Rs. 629957.