| Has approved the following:
Merger of Centurion Bank of Punjab Ltd with Bank
After considering due diligence findings, the Board reaffirmed the share swap ratio as determined in the joint valuation report dated February 25, 2008 of Ernst & Young Pvt. Ltd and M/s. Dalal & Shah, Chartered Accountants ("Joint Valuation Report") and the issuance of one equity share of Rs. 10/- each of the Bank for every 29 equity shares of Re. 1/- each held in Centurion Bank of Punjab Ltd.
The Board approved the draft Scheme of Amalgamation and the Merger Agreement.
Preferential offer to Promoters.
The Bank proposes to issue 2,62,00,220 equity shares and / or other instruments like warrants convertible into equity shares, @ Rs. 1530.13 to Housing Development Finance Corporation Ltd and / or HDFC Investments Ltd and /or HDFC Holdings Ltd and / or Home Loan Services India Private Ltd (romoter Group') on preferential basis pursuant to the SEBI (Disclosure and Investor Protection) Guidelines, 2000, subject to the approvals of the shareholders, Reserve Bank of India and other regulatory authorities.
Increase in Authorised Capital:
The Board has also approved the increase in authorized capital from Rs. 450 crores to Rs. 550 crores subject to the approval of the shareholders.
Extra-Ordinary General Meeting
The Board has convened an Extraordinary General Meeting of the members of the Bank on March 27, 2008 to consider the above matters.
HDFC Bank Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Bank will be held on March 27, 2008, inter alia, to transact the following:
1. To accord the consent, permission and approval of the members of the Bank to the Scheme of Amalgamation of Centurion Bank of Punjab Ltd ("CBoP" or "the Transferor Bank") with HDFC Bank in terms of the share swap ratio, as determined in the joint independent valuation report dated February 25, 2008 of M/s. Dalal & Shah, Chartered Accountants and Ernst and Young Pvt Ltd, namely; allotment of One (1) share of Rs 10/- each of HDFC Bank for every Twenty-Nine (29) equity share of Re 1/- each of CBoP and that the consent of the shareholders is hereby granted to the Board to issue equity shares of the Bank accordingly, subject to necessary provisions & approvals.
2. To increase the Authorised Share Capital of the Bank from Rs 450,00,00,000/- (Rupees Four Hundred Fifty Crores only) divided into 45,00,00,000 (Forty Five Crores) equity share of Rs 10/- each to Rs 550,00,00,000/- (Rupees Five Hundred and Fifty Crores only) divided into 55,00,00,000 (Fifty Five Crores) equity shares of Rs 10/- each, ranking pari-passu with the existing equity shares issued by the Bank & consequential amendments in Memorandum & Articles of Association of the Bank.
3. To create, issue, offer and allot at its sole discretion, to Housing Development Finance Corporation Ltd and / or HDFC Investments Ltd and / or HDFC Holdings Ltd and / or Home Loan Services India Pvt Ltd ('Promoter Group' or 'proposed Allottees' as the context requires) upto an aggregate of 2,62,00,220 equity shares of a face value of Rs 10/- each of the Bank ("the shares") and / or convertible instruments such as warrants convertible into equity shares, in such proportion as may be determined by the Board, at a price of Rs 1530.13 per equity share for cash on a Preferential basis, which minimise price has been calculated in accordance with the guidelines for Preferential Allotment issued by the SEBI under Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000, with the relevant date being February 26, 2008, being the date thirty days prior to the date of this Extraordinary General Meeting i.e. March 27, 2008, subject to necessary provisions & approvals.
(As per BSE Announcement Website dated on 03/03/2008)
HDFC Bank Ltd has informed BSE that the shareholders at the Extra Ordinary General Meeting (EGM) of the Bank held on March 27, 2008, inter alia, have approved the following:
1. Amalgamation of Centurion Bank of Punjab Ltd (CBoP) with the Bank pursuant to Section 44A of the Banking Regulat1on Act, 1949 as per the Scheme of Amalgamation, and consequent issue of equity shares to the shareholders of CBoP.
2. Increase in the authorised share capital of the Bank.
3. Preferential issue of Equity shares and / or Warrants to the Promoters of the Bank.
The Resolution Nos. 2 and 3 above were passed by the shareholders of the Bank with requisite majority at the EGM by show of hands.
In order to ascertain the requisite majority as per Section 44A of the Banking Regulation Act, 1949, the Resolution No. 1 was put to vote by way of a poll.
The Resolution No. 1 has been passed with requisite majority. The amalgamation is subject to the approval of the Reserve Bank of India.
(As per BSE Announcement Website dated on 28/03/2008) |
| EGM 30/11/2004
To approve the following :-
1. To accord the Board to offer, issue and allot, in the course of international offering(s) in
one or more tranches to Foreign Investors, Foreign Institutional Investors, Non-Resident Indians, Corporate Bodies, Trusts, Mutual Funds, Banks, Insurance Companies, Pension Funds, Individuals and/or Trustees and/or Stabilisation Agents or otherwise, whether shareholders of the Bank or not, through a public issue and/or on a private placement basis, equity securities in the form of American Depositary Shares representing equity shares of the Bank ("the ADSs"), through prospectus and/or offer letter and/or circular basis such that the total amount raised through the aforesaid equity shares should not exceed US $ 300 million including a right to the Board to retain for additional allotment such amount of
subscription not exceeding 15 % of the amount of the initial offer of each tranche as the
Board may deem fit, at such price or prices, in such manner and where necessary in consultation with the Lead Managers and/or Underwriters and/or Stabilisation Agents and/or other Advisors or otherwise, on such terms and conditions as the Board, may, in its absolute discretion decide at the time of issue of securities.
2. Authorize the Board, on behalf of the Bank, to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, the entering into arrangements for managing, underwriting, marketing, listing, trading, acting as depository, custodian, registrar, paying and conversion agent trustee and to issue any offer document(s) and sign all applications, filings, deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Bank to settle all questions, difficulties or doubts, that may arise in regard to such issue(s) or allotment(s) as it may, in its absolute discretion deem fit.
3. The Bank or depositary authorised by the Board may upon the issue of the equity shares of the Bank and the deposit thereof with such bank or depositary, issue American Depositary Receipts evidencing such ADSs with such features and attributes as are prevalent in international capital markets for instruments of this nature and providing for the tradeability or free transfeiability thereof as per international practices and regulations and e forms and practices prevalent in the international markets.
Hdfc Bank Ltd has informed the Exchange that an EGM of the members of the Bank will be held on November 30, 2004 to authorize the Board to raise additional capital by further issue of equity securities in the form of American Depository Shares (ADS) representing equity shares of the Bank to be listed on the New York Stock Exchange, for a total amount not exceeding US $ 300 million including a right to the Board to retain for additional allotment such amount of subscription not exceeding 15% of the amount of the initial offer of each tranche as the Board may deem fit, at such price or prices, in such manner or on such terms as the Board may deem fit.
(As per NSE Bulletin dated on 09/11/2004)
The Bank has informed that the shareholders of the Bank at the Extra Ordinary General meeting held on November 30, 2004 approved issue of equity securities in the form of American Depositary Shares (ADSs) representing equity shares of the Bank to be listed on the New York Stock Exchange to the extent of US $ 300 million with a green shoe option of 15% and subject to necessary statutory / regulatory approvals that may be required, if any.
(As per BSE Bulletin dated on 30/11/2004) |