Wipro has constituted a special committee of its board of directors to oversee the planning and execution of the demerger plan. The special committee comprises independent directors N. Vaghul, Bill Owens and M. K. Sharma. The appointed date for the demerger is opening of business hours on April 1, 2012, and the demerger is expected to be completed by the next fiscal year. This demerger is subject to Indian court approval and regulatory approvals.
According to the restructuring scheme as currently proposed, resident Indian shareholders of Wipro Limited on the record date can choose from multiple options as per their investment objectives. They may opt to:
(i) receive one equity share with face value of Rs.10 in Wipro Enterprises Limited for every five equity shares with face value of Rs.2 each in Wipro Limited that they hold; or
(ii) receive one 7% Redeemable Preference Share in Wipro Enterprises Limited, with face value of Rs.50, for every five equity shares of Wipro Limited that they hold; or(iii) exchange the equity shares of Wipro Enterprises Limited and receive as consideration equity shares of Wipro Limited held by the Promoter. The exchange ratio will be 1 equity share in Wipro Limited for every 1.65 equity shares in Wipro Enterprises Limited. Each Redeemable Preference Share shall have a maturity of 12 months and shall be redeemed at a value of Rs.235.20 Non-resident shareholders (excluding ADR holders) and the ADR holders on the record date would be entitled to receive equity shares of Wipro Enterprises Limited in the aforesaid ratio. The Non-resident shareholders (excluding ADR holders) shall further have the option to exchange the Wipro Enterprises Limited equity shares that they are entitled to and receive equity shares of Wipro Limited held by the Promoter in the aforesaid ratio. According to the restructuring scheme as currently proposed, the Wipro Enterprises Limited equity shares that the ADR holders would otherwise be entitled to receive shall be compulsorily exchanged for equity shares of Wipro Limited held by the Promoter in the aforesaid ratios. Subject to receipt of all Indian and U.S. Securities and Exchange Commission approvals/exemptions, the ADR holders will be issued additional ADRs representing the Wipro Limited equity shares that they would otherwise receive pursuant to the scheme of arrangement. Where such approvals/exemptions are not forthcoming or are not received prior to the record date for the demerger, we expect that the depository with respect to the ADRs will, subject to compliance with applicable laws and the terms of the deposit agreement, sell the equity shares of Wipro Limited that ADR holders would otherwise be entitled to receive, and distribute the proceeds thereof to the ADR holders.
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