CGVD.L Regulatory News (CGVD)

CLAUSE 36 Pursuant to Clause 36 of the Listing Agreement, we wish to inform you of theoutcomes from the Meeting of Board of Directors of the Company ("CG") heldtoday : Scheme of demerger of Consumer BU : A new Scheme of demerger of the Consumer Products Business Unit of the Companyinto CG's wholly owned subsidiary Crompton Greaves Consumer Electricals Limitedwas approved by the Board, and the existing scheme with Crompton GreavesConsumer Products Limited is withdrawn. The new Scheme consists of 100%vertical demerger of the Consumer BU, and will come into effect from theAppointed Date 1st October, 2015, subject to receipt of all Regulatoryapprovals. Details on key highlights of the new Scheme are enclosed as AnnexureA to this letter. Please take the above information on record pursuant to Clause 36 of theListing Agreement with the Stock Exchanges. Yours faithfully for Crompton Greaves Limited MINAL BHOSALE Company Secretary Annexure A Crompton Greaves Board approves the Scheme for vertical demerger of ConsumerProducts Business into a separate listed company March 03, 2015: The Board of Directors ("Board") of Crompton Greaves Limited("CG") has, at its meeting held today, approved a new Scheme of Arrangement("Scheme") for the vertical demerger of Consumer Products Business unit of CGinto its wholly owned subsidiary, Crompton Greaves Consumer Electricals Limited("CGCEL") with effect from October 1, 2015. Earlier, on February 19, 2015, the Board, based on comments received from theSEBI, the Stock Exchanges and investors' feedback, had decided, in principle,to implement a 100% demerger of the Consumer Products business, such that theshareholding pattern of the Resulting Consumer Company shall mirror theshareholding pattern of CG. The Scheme based on this principle was todayconsidered and approved by the Board. Key Highlights 1. The Consumer Products Business undertaking shall be de-merged into CG's wholly owned subsidiary, CGCEL. 2. Under the Scheme, CG will transfer its Consumer Products Business undertaking including related businesses, undertakings, properties, investments, intangibles, contracts (including employee contracts) and liabilities into CGCEL. 3. CGCEL will issue and allot to the shareholders of CG as on the record date one (1) fully paid up equity share of Rs. 2 each for every one (1) equity share held in CG. 4. Upon demerger, shareholding of CG in CGCEL will get cancelled and the shareholding pattern of CGCEL will mirror the shareholding pattern of CG 5. CGCEL will apply for listing its shares on the BSE and NSE. 6. The proposed Scheme of Arrangement will be subject to the approvals of the High Court of Judicature at Mumbai. The restructuring will further be subject to various statutory approvals, including those from the shareholders, lenders and creditors of CG and CGCEL. 7. Appointed date of the scheme will be 1st October 2015. Upon the Scheme becoming effective, and subject to the requisite regulatoryapprovals including those from Stock Exchanges and SEBI, shares of CGCEL areproposed to be listed on the NSE and BSE. CGCEL will issue one (1) new equityshare to CG shareholders for every one (1) share they hold in CG. Commenting on the demerger, Mr. Laurent Demortier, CEO and Managing Director,Crompton Greaves Ltd. said: "The demerger will achieve the stated Groupobjective of creation of two industry leading independent entities andunlocking shareholder value. This is in continuation of our efforts ofproviding complete independence and flexibility to both entities and help inpursuing aggressive growth going forward." Advisors to Restructuring * Axis Capital Limited and Credit Suisse Securities (India) Private Limited are acting as financial advisors to CG. Khaitan & Co are acting as legal advisors and T.P. Ostwal & Co. are acting as tax advisors to CG * Price Waterhouse & Co. LLP has issued the report on the Share Exchange Ratio adopted under the Scheme * Axis Capital Limited provided fairness opinion on Share Entitlement Ratio to the Board of CG