Press Release for Composite Scheme of Arrangement amongst Shanti Educational Initiatives Limited, Shanti Learning Initiatives Private Limited & Grew Energy Private Limited
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The Boards of Shanti Educational Initiatives Limited (SEIL) and GREW Energy Private Limited have approved a two-step composite scheme of arrangement. First, SEIL's education business will be transferred to Shanti Learning Initiatives (SLIPL) via a slump sale for shares. Second, the residual SEIL will merge with GREW Energy, a Chiripal Group solar PV manufacturer with 6.5 GW module capacity and plans to scale to 11 GW. The share exchange ratio is fixed at 100 equity shares of GREW Energy (face value Rs 1) for every 212 equity shares of SEIL (face value Rs 1), based on valuations by Finvox Analytics and A N Gawade. GREW Energy will subsequently get listed on stock exchanges upon receiving NCLT and other regulatory approvals. EY and P. Murali Consultants acted as transaction advisors.
For SEIL shareholders, this effectively means their listed education company will cease to exist independently, and they will become shareholders of an unlisted solar PV manufacturer (GREW Energy) that is seeking a stock exchange listing through this merger route. The share exchange ratio of 100:212 implies SEIL shareholders will own roughly 47% of the merged entity per share held, and the deal is subject to multiple regulatory approvals including NCLT.