Valecha Engineering to acquire controlling stake in Koon Holding Ltd, Singapore

Valecha Engineering Ltd has announced that the Board of Directors of the Company at its meeting held on February 06, 2007, inter alia, has decided the following:

1. It has signed an Agreement with Koon Holdings Ltd a Company incorporated in Singapore to acquire controlling stake in Koon Holding Ltd and to form alliance in international business interests, subject to satisfactory due diligence and all relevant regulatory, stock exchange and shareholder approval.

Under the Agreement, Koon will acquire a stake in the Company and its subsidiary Valecha Infrastructure Ltd and of the Company's international assets in Dubai. In return Koon shall issue 124,000,000 ordinary new shares to the Company making its holding above 60% in Koon. In addition, the Company shall also be granted 20,000,000 warrants.

Upon completion of the transaction, Koon will own the Company's international interest, about 48% shares of Valecha Infrastructure Ltd ("VIL") and about 5% shares of the Company, whilst the Company will own about 60% of Koon's enlarged share capital.

2. To issue upto 5,00,000 equity shares of Rs 10/- each for the benefit of Koon Holdings Ltd at an issue price of Rs 300/- (including premium of Rs 290/-) aggregating to Rs 15.00 Crores as per the above arrangements.

3. Issue of Convertible Warrants into Equity Shares on Preferential basis to the following Promoters and other investors upto 10,00,000 warrants of Rs 10/- each (face value) at a premium of Rs 290/- aggregating to Rs 30.00 crores.

Name of Proposed Allottees:

Promoters / Persons Acting in Concert

i. Valecha Investments Pvt Ltd - 4,40,000 (No of Warrants to be allotted)

ii. Mr. Ramchand H Valecha - 10,000 (No of Warrants to be allotted)

iii. Mr. Vasudev P Valecha - 2000 (No of Warrants to be allotted)

iv. Mr. Prakash Valecha - 10,000 (No of Warrants to be allotted)

v. Mrs. Lata V Valecha - 8000 (No of Warrants to be allotted)

Independent Directors

i. Mr. Anil Harish - 20000 (No of Warrants to be allotted)

ii. Mr. Arvind Thakkar - 20000 (No of Warrants to be allotted)

Other entities

i. Core Real Estates Pvt Ltd - 4,70,000 (No of Warrants to be allotted)

ii. Ms. Roopa Ramachandran - 20,000 (No of Warrants to be allotted)

4. To increase the authorised capital from Rs 10.00 crores divided in to 1,00,00,000 equity shares of Rs 10/- each to Rs 20.00 crores divided into 2,00,00,000 equity shares of Rs 10/- each.

The above is subject to approval of members at the General Meeting and other regulatory authorities, if required. The Extra Ordinary General Meeting to approve the above will be held on March 07, 2007.

Source : Equity Bulls

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