Max India’s Corporate Restructuring Plan Receives Formal Shareholder Approval
– Max India shareholders support the demerger with an overwhelming majority of 99.99%
– Significant milestone towards completing the three-way demerger
6th August 2015, New Delhi
The Hon’ble High Court of Punjab and Haryana has issued an order, taking on record the shareholders’ approval of Max India’s Composite Scheme of Arrangement for the demerger of the company and granted liberty to file a second motion petition. The Court-convened meeting of the equity shareholders of Max India was held on 4th July, 2015, in which 99.99% of the shareholders voted in favour of the Scheme.
The order allows the Company to move the second petition before the High Court. The Court will seek comments from the relevant regulatory authorities for the final approval of the demerger.
In addition, the company has applied to the Insurance Regulatory and Development Authority (IRDA) and the Foreign Investment Promotion Board (FIPB) for approval. The Company is hopeful of receiving the final court approval order by the end of September 2015.
Max India has already received approvals for its proposed corporate restructuring from the Securities and Exchange Board of India (SEBI), the two stock exchanges where it is listed — the Bombay Stock Exchange & the National Stock Exchange — as well as from the Competition Commission of India (CCI).
Besides the entity that is already listed, the two additional companies resulting from the Scheme will immediately file for listing of the shares with the stock exchanges following the final approval.
The proposed restructuring is a significant strategic event and is being undertaken to provide investors specific and undiluted access to Max India’s diverse lines of businesses, provide sharper focus to each underlying business and to unlock shareholder value.
Three holding companies will be listed upon completion of the demerger.
a) The existing company, Max India Limited, will be renamed ‘Max Financial Services Limited’ (MFS) and will focus solely on the Group’s flagship life insurance activity, through its subsidiary Max Life Insurance, in which it will hold 72% shareholding, making it the first Indian listed company exclusively focused on life insurance.
b) The second listed company will be named Max India Limited, and will continue to manage investments in the high potential sector of Healthcare and allied businesses. It will have three subsidiaries – Max Healthcare, Max Bupa and Antara Senior Living. The demerger will provide these businesses, which are currently in their growth and development phase, sharpened focus to fulfil their tremendous growth and value potential.
c) The third listed company will be named Max Ventures and Industries Limited (MaxVIL) and will house the Group’s manufacturing subsidiary, Max Speciality Films – an innovation leader in the Speciality Packaging Films business. In addition, MaxVIL will also leverage the platform provided by the Prime Minister’s ‘Make in India’ initiative and will explore fresh ideas for new ventures in the ‘wider world of business’.
Once the restructuring scheme is effective, after due regulatory approvals, Max India’s existing shareholders will retain one equity share of Rs 2/- in Max Financial Services Limited. They will additionally get one equity share of Rs. 2/- each of the new company Max India Limited for every one equity share held in Max Financial Services and one equity share of Rs. 10/- each of Max Ventures and Industries Limited for every 5 equity shares held in Max Financial Services.
About Max India
Max India Group is a leading Indian multi-business corporate with a commanding presence in the Life Insurance, Healthcare and Health Insurance sectors. In the financial year 2015, the Group recorded a consolidated turnover of Rs 14,877 Cr. It has a total customer base of over 7.5 million, nearly 300 offices spread across India and people strength of around 17,000 as on 31st March 2015. Max India Limited is a widely held company, listed on the BSE and the NSE. Its founder sponsor Analjit Singh holds 40.5% stake in the company. Other shareholders include some of the world’s best Institutional Investors such as Goldman Sachs, Temasek, IFC (Washington), Fidelity and New York Life.
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