D-Link India Ltd has informed that the Board of Directors of the Company at its meeting held on October 05, 2008, have considered and approved a proposal to restructure the business of the Company.
The proposal shall be implemented by a Scheme of Arrangement under the provisions of Sections 391-394 (Scheme) of the Companies Act, 1956 which will provide for:
1. The transfer by way of a demerger of the business of marketing and selling of D-Link branded active networking products, associated assets and liabilities, and the trade mark D-Link to the Smartlink Network Systems Ltd (Smartlink).
2. In consideration for the transfer of business as above, each shareholder in the Company shall receive one equity share (of face value Rs 2/-) in Smartlink, for each equity share (of face value Rs 2/-) presently held in the Company.
3. The Scheme also provides that upon the demerger and as an integral part of the Scheme, Mr. K R Naik and certain other promoters of the Company (KRN) shall swap 72,16,166 equity shares of face value Rs 2/- held by them in Smartlink, constituting 24.05% of its equity share capital, to D-Link Holding Mauritius Inc. (D-Link Mauritius), another promoter of the Company, in exchange for the transfer by D-Link Mauritius to KRN of l,08,98,497 equity shares of Rs 2/- each held by D-Link Mauritius in the Company, constituting 36.32% of its equity share capital. Additionally, D-Link Mauritius shall pay KRN USD 5,000,000 (United States Dollars Five Million Only), as further consideration for the aforesaid swap of shares.
4. Upon the swap of shares, the Company shall be re-named as Smartlink Network Systems Ltd and Smartlink shall be re-named as D-Link (India) Ltd.
The above restructuring will result in two listed entities, viz., D-link (India) Ltd carrying out the business of Sales & Marketing of D-Link branded Active Networking Products and Smartlink Network Systems Ltd carrying out the remaining business including Sales & Marketing of Passive Networking Products, R&D, Manufacturing and Services and Support.
The Board also approved the share entitlement ratio in relation to the demerger of 1 equity share in Smartlink of face value Rs 2/- each credited as fully paid up for every 1 equity share in the Company of face value Rs 2/- credited as fully paid up.
Pursuant to the demerger, the shares of Smartlink shall be listed on the Bombay Stock Exchange and the National Stock Exchange.
The above proposals are subject to the satisfaction of various conditions, including obtaining necessary approvals from the shareholders and the creditors and regulatory authorities including those of the Stock Exchanges under the Listing Agreement, Foreign Investment Promotion Board, Reserve Bank of India and sanction of the Scheme by the Bombay High Court, Goa Bench.
The proposal shall be implemented by a Scheme of Arrangement under the provisions of Sections 391-394 (Scheme) of the Companies Act, 1956 which will provide for:
1. The transfer by way of a demerger of the business of marketing and selling of D-Link branded active networking products, associated assets and liabilities, and the trade mark D-Link to the Smartlink Network Systems Ltd (Smartlink).
2. In consideration for the transfer of business as above, each shareholder in the Company shall receive one equity share (of face value Rs 2/-) in Smartlink, for each equity share (of face value Rs 2/-) presently held in the Company.
3. The Scheme also provides that upon the demerger and as an integral part of the Scheme, Mr. K R Naik and certain other promoters of the Company (KRN) shall swap 72,16,166 equity shares of face value Rs 2/- held by them in Smartlink, constituting 24.05% of its equity share capital, to D-Link Holding Mauritius Inc. (D-Link Mauritius), another promoter of the Company, in exchange for the transfer by D-Link Mauritius to KRN of l,08,98,497 equity shares of Rs 2/- each held by D-Link Mauritius in the Company, constituting 36.32% of its equity share capital. Additionally, D-Link Mauritius shall pay KRN USD 5,000,000 (United States Dollars Five Million Only), as further consideration for the aforesaid swap of shares.
4. Upon the swap of shares, the Company shall be re-named as Smartlink Network Systems Ltd and Smartlink shall be re-named as D-Link (India) Ltd.
The above restructuring will result in two listed entities, viz., D-link (India) Ltd carrying out the business of Sales & Marketing of D-Link branded Active Networking Products and Smartlink Network Systems Ltd carrying out the remaining business including Sales & Marketing of Passive Networking Products, R&D, Manufacturing and Services and Support.
The Board also approved the share entitlement ratio in relation to the demerger of 1 equity share in Smartlink of face value Rs 2/- each credited as fully paid up for every 1 equity share in the Company of face value Rs 2/- credited as fully paid up.
Pursuant to the demerger, the shares of Smartlink shall be listed on the Bombay Stock Exchange and the National Stock Exchange.
The above proposals are subject to the satisfaction of various conditions, including obtaining necessary approvals from the shareholders and the creditors and regulatory authorities including those of the Stock Exchanges under the Listing Agreement, Foreign Investment Promotion Board, Reserve Bank of India and sanction of the Scheme by the Bombay High Court, Goa Bench.
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