DETAILED PUBLIC STATEMENT TO THE PUBLIC SHAREHOLDERS OF
applied to the Ministry of Corporate Affairs, for change of its name from "Peter England Fashions and Retail Limited" to "Pantaloons Fashion & Retail Limited". The application is under process. f) Pursuant to the arrangements contemplated under the Scheme, ABNL, through its wholly owned subsidiary, ITSL continues to hold a controlling stake in PEFRL, (a subsidiary of ITSL), post the demerger of the Business from FRL into PEFRL. Prior to the effectiveness of the Scheme, the Acquirer held 100% of the Equity Shares of PEFRL. Subsequently, pursuant to the effectiveness of the Scheme, inter alia, the Business was demerged into PEFRL, the Equity Shares were issued to FRL Equity Shareholders and FRL DVR Shareholders (as defined below) based on the share entitlement ratio mentioned in the Scheme, and the ITSL OFCDs as described above stood converted. As per the post-demerger shareholding pattern , the Acquirer holds 50.09% in PEFRL prior to the Offer. FRL Equity Shares are equity shares of FRL having a par value of Rs 2/- each and having one vote each FRL DVRs are equity shares of FRL classified as Class B shares (Series 1) of a par value of Rs 2/- each with every four FRL DVRs having voting rights equal to three FRL Equity Shares, and every FRL DVR having the right to receive 2% additional dividend than every FRL Equity Share; FRL Equity Shareholders are shareholders of FRL holding FRL Equity Shares FRIL DVR Shareholders are shareholders of FRL holding FRL DVRs The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the public equity shareholders of PEFRL, other than the promoters of FRL ("Equity Shareholders") The Scheme was approved by FRL Equity Shareholders and FRL DVR Shareholders in the meeting held on December 6, 2012. Further, the Scheme has been sanctioned by the High Court of Judicature at Bombay pursuant to their Order dated March 1, 2013 and has become effective on April 8, 2013. All the Equity Shares validly tendered and accepted in this Offer will be acquired by the Acquirer only. The Acquirer was already in control of PEFRL prior to the effectiveness of the Scheme, and will continue to be in control of PEFRL post the effectiveness of the Scheme and the completion of the Offer. The Acquirer, along with ABNL, PEFRL, and FRL had jointly filed notice for the proposed combination with the Competition Commission of India on October 8, 2012 (the proposed combination being the transactions contemplated under the Scheme of Arrangement, including this Offer). By way of its letter dated December 21, 2012, and bearing Combination Registration Number C-2012/10/82, the Competition Commission of India has granted its approval to the proposed combination. Details of the proposed Offer The details pertaining to the publication of the DPS on April 23, 2013 are as below: Newspaper Business Standard Business Standard Navshakti b. Language English Hindi Marathi Editions All All Mumbai
PETER ENGLAND FASHIONS AND RETAIL LIMITED*
Regd. Office: 701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A.K. Road, Marol Village, Andheri East, Mumbai – 400 059. Tel: +91 8652905000, Fax: +91 8652905400. *Vide an online application dated April 11, 2013, the company has applied to the Ministry of Corporate Affairs, for change of its name from “Peter England Fashions and Retail Limited” to “Pantaloons Fashion & Retail Limited”. The application is under process.
Offer for acquisition of up to 23,114,868 equity shares ("Offer Shares"), comprising 24.91% of the paid up equity share capital of Peter England Fashions and Retail Limited ("PEFRL" / "Target Company") to the public Equity Shareholders of PEFRL, pursuant to the scheme of arrangement ("Scheme") between Future Retail Limited (formerly known as Pantaloon Retail (India) Limited) ("FRL" / "Demerged Company"), PEFRL and their respective shareholders and...
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