The Board of Directors of TPL Life Insurance Limited (TPL Life) and Dar Es Salam Textile Mills Limited (DSML) have approved the draft Scheme of Arrangement for the merger of the entire business and undertaking of TPL Life with and into DSML, TPL Corp Limited informed the Pakistan Stock Exchange (PSX) on Wednesday
In an update on its subsidiary TPL Life, the company said that “The respective Board of Directors of TPL Life and Dar Es Salam Textile Mills Limited (DSML) have approved the draft Scheme of Arrangement under Sections 279 to 283 and 285 of the Companies Act, 2017 (“Scheme”), for, inter alia, the merger, by way of amalgamation, of the entire business and undertaking of TPL Life (including all its assets, rights, liabilities and obligations) with and into DSML.”
In terms of the Scheme it is also intended that the name of DSML shall stand altered to “TPL Life Insurance Limited”, and the principal line of business shall be changed, it added.
Further, as a consequence of the merger, DSML shall issue shares to the shareholders of TPL Life based on a swap ratio of 1 (one) ordinary share of DSML for every 1 (one) ordinary share of TPL Life held by its shareholders.
The above shall be subject to completion of necessary corporate and regulatory formalities, including TPL Life and DSML obtaining necessary shareholders’ and regulatory approvals (to the extent applicable) in accordance with applicable laws, and sanction of the Scheme by the High Court of Sindh at Karachi, the notice added.
It is pertinent to mention here that back in September, TPL Life entered into a Memorandum of Understanding (MoU) with DSML to explore the possibility of a potential merger.