Lahore December 23 2021: Board of Directors of Waves Singer and SMTM separately discussed and approved, during their meeting held on 23 December, 2021, the draft Scheme of Arrangement between the Waves Singer Pakistan and Samin Textiles Limited for transaction of home appliances business of waves against consideration of ~PKR 8 Billion at today’s prices of SMTM.
BoD of both companies decided that the home appliance business/undertaking of Waves Singer Pakistan shall be separated / demerged from the Waves Singer Pakistan and be amalgamated with and into SMTM against proposed consideration of 256,006,196 (Two Hundred Fifty-Six Million Six Thousand One Hundred Ninety-Six) new shares of SMTM to be issued and allotted after proposed capital reduction of SMTM as per the following structure
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1) as 199,724,956 (One Hundred Ninety-Nine Million Seven Hundred Twenty-Four Thousand Nine Hundred Fifty-Six) shares of SMTM to be issued and allotted to WSPL.
2) 56,281,240 (Fifty-Six Million Two Hundred Eighty-One Thousand Two Hundred Forty) shares of SMTM to be issued and allotted directly to the WSPL shareholders @ 20 shares in SMTM for every 100 shares of WSPL upon implementation of the Scheme of Arrangement. 20 SMTM shares directly issued to WSPL shareholders as above are equivalent to presently traded 45 shares of SMTM prior to the proposed capital reduction.
However, the issuance of new shares of SMTM under paragraphs (1) and (2) above will take place after reduction of SMTM’s outstanding share capital from every 225 shares to 100 shares i.e. Total paid up 26,728,000 (Twenty-Six Million Seven Hundred Twenty-Eight) SMTM Shares to 11,879,111 (Eleven Million Eight Hundred Seventy-Nine Thousand One Hundred Eleven) SMTM shares.
PKR 2,000,000,000 (Pak Rupees Two Billion Only) in cash shall be payable to WSPL; no additional compensation shall be applicable against this amount if the said amount is settled by SMTM within two years of the sanction of the Scheme.
However, if the said amount is still wholly or partially outstanding at the end of two years of the sanction of the Scheme then a profit / mark-up shall be payable on the outstanding amount by SMTM to the Company on a quarterly basis in arrears at such profit / mark-up rate as determined by the Board(s) of Directors of each of the Company and SMTM at the relevant time, provided that such profit/mark-up rate shall not be less than the rate prescribed under applicable laws.
The name of the Company is to be changed from SMTM to Waves Home Appliances Limited while the line of business of the SMTM is to be changed to include manufacturing, assembly and wholesale of home appliances and light engineering products.
The Board of Directors approved the Scheme subject to finalization of the Scheme and any changes and modifications as may be required by the shareholders of the merger parties and / or the Honourable Lahore High Court, Lahore and such amendments as may be considered necessary without affecting the substance thereof.
