K.M.Birla Aditya Birla Nuvo Ltd (ABNL) has announced consolidation of its branded apparel businesses under its listed subsidiary- Pantaloons Fashion & Retail Ltd (PFRL) in a bid to capitalized on its large market presence in the branded fashion space. The merger will turn the apparel business into a Rs. 5,290 crore entity, named Aditya Birla Fashion & Retail Limited (ABFRL), which will be the largest pure-play fashion lifestyle company in the country.

In a statement, the company said the boards of directors of ABNL, PFRL and Madura Garments Lifestyle Retail Company Limited (MGLRCL) – a subsidiary of ABNL, at their respective meetings, have approved the consolidation of branded apparels businesses under PFRL, through a composite scheme of arrangement.

To reflect the enhanced scope of the operations post consolidation, the board of PFRL has approved PFRL to be renamed as Aditya Birla Fashion & Retail Limited (ABFRL).

Aditya Birla Group chairman, Kumar Mangalam Birla, said, “This consolidation will create India’s largest pure play fashion and Lifestyle Company with a strong bouquet of leading fashion brands and retail formats. This move brings India’s number one branded menswear and womenswear players together.”
“The consolidation will unlock value for the shareholders by giving them an opportunity to participate in the promising fashion space directly through ABFRL,”Birla said.

The businesses that will be demerged from the respective companies into PFRL are Madura Fashion, a branded apparel retailing division of ABNL, and Madura Lifestyle, a luxury branded apparel retailing division of MGLRCL, the statement said.

The Boards have approved a swap ratio recommended by the independent valuers.

Accordingly, shareholders of ABNL will get 26 new equity shares of PFRL for every 5 equity shares held in ABNL pursuant to the demerger of Madura Fashion. Shareholders of MGLRCL will get 7 new equity shares of PFRL for every 500 equity shares held in MGLRCL pursuant to the demerger of Madura Lifestyle, and Preference shareholder of MGLRCL will get 1 new equity share of PFRL.

On the completion of the transaction and issuance of new shares, the existing base of 9.28 crore equity shares of PFRL will go up to 77.28 crore equity shares. The new shares will be issued directly to the respective shareholders of the transferor companies. An existing shareholder holding 100 equity shares in ABNL will continue to hold 100 equity shares of ABNL and in addition, will get 520 equity shares of PFRL.

The transaction is subject to the necessary statutory and regulatory approvals including approvals of the respective High Courts, the Stock Exchanges, SEBI, the respective shareholders and lenders/creditors of each of the companies. The appointed date of the scheme will be 1st April 2015. The transaction is expected to be consummated in the next 6 to 9 months.

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