Pressman Advertising : Outcome of Board Meeting

June 24, 2022
The Manager (Listing)	The Manager (Listing)
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza, 5th Floor,	Phiroze Jeejeebhoy Towers
Plot No. C/1, 'G' Block	Dalal Street
Bandra-Kurla Complex	Mumbai 400 001
Bandra (E)	Scrip Code: 509077
Mumbai 400 051
Scrip Code: PRESSMN
The Secretary
The Calcutta Stock Exchange Limited
7 Lyons Range
Kolkata 700 001
Scrip Code: 26445
Dear Sirs/Madam,
Sub:	Outcome of the meeting of the Board of Directors of Pressman Advertising Limited held on June 24,
	2022 and disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing
	Obligations and Disclosure Requirements) Regulations 2015, as amended ("SEBI LODR Regulations")

Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Board of Directors of the Company ("Board") at its meeting held on June 24, 2022 have, inter-alia, considered and approved the draft Scheme of Arrangement between Pressman Advertising Limited and Signpost India Limited (formerly known as Signpost India Private Limited) and their respective shareholders under Section 230 to 232 of the Companies Act, 2013 ("Scheme").

The Scheme as aforesaid is subject to necessary approvals by the stock exchanges, Securities and Exchange Board of India, shareholders and creditors of the companies, Hon'ble National Company Law Tribunal and such other statutory and regulatory approvals as may be applicable.

The Scheme as approved by the Board of Directors, will be available on the website of the Company at www.pressmanadvertising.inpost submitting the same to the stock exchanges.

In terms of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, as amended, we are furnishing herewith the details of the Scheme as Annexure I.

The meeting of the Board of Directors commenced at 3:00 pm and concluded at 4:30 pm.

You are requested to take the same on record.

Thanking you

Yours faithfully,

For Pressman Advertising Limited

Paulami Mukherjee

Company Secretary & Compliance Officer

Membership No. A49780

Encl.: a/a

ANNEXURE I

1.

Amalgamation

a.

Name of the entities forming

Transferor Company: Pressman Advertising Limited

part of the amalgamation,

Transferee Company:

Signpost India Limited (Formerly known as

details in brief such as size,

Signpost India Private Limited)

turnover etc;

Name of the

Revenue from Operations

Total equity as on

Company

as on March 31, 2022

March 31, 2022

(Rs. in mn)

(Rs. in mn)

Pressman

Standalone : 163.68

445.15

Advertising Limited

Consolidated: NA

NA

Signpost India Ltd.

Standalone : 1550.40

1021.90

(Formerly known as

Consolidated:1688.90

1026.70

Signpost India Pvt.

Ltd.)

b.

Whether the transaction would

Transaction does not

fall within related party transactions.

fall within related party

transaction? If yes, whether

the same is done at "arms'

length"

c.

Areas of the business of the

Name of the Company

Area of Business

entity(ies)

Pressman Advertising Limited

Transferor

Company

is

a

public

listed company engaged in the business

of Advertising, Public Relations, Design

and Digital Work etc.

Signpost

India

Ltd

Transferee

Company

is

an

unlisted

(formerly known as Signpost

public company, one of India's largest

India Pvt. Ltd.)

Digital Out of Home Enterprises with

wide experience in implementing large

scale public oriented projects, including

large format digital billboards at

Mumbai International Airport, internet

and traffic monitoring system.

d.

Rationale of amalgamation

i. The Merger will create a larger and stronger entity by combining the

experience, expertise, resources and client base of the two

companies and offer a larger bouquet of services in the areas of

advertising and promotion with focus on digital media and emerging

technologies. The proposed merger shall result in streamlining of

operations and cost efficiency and together with the combined

clientele

of both

the companies is likelyto result in

accelerated

business growth.

ii. The Merger would result in an optimum utilisation of the facilities,

reserves,financials, managerial, technological, manpower and

otherresources which will be conducive to enhance the operational

efficiencies in the Amalgamated Company.

iii. The Merged Company would benefit from the complementary skills

of the combined management team, which in turn would enhance

the overall corporate capability, provide focused strategic leadership

and facilitate better supervision of the business.

iv. The Merger will further result in various benefits including:

a.

Achieving economies of scale.

b.

Lesser regulatory / procedural compliance.

c.

Cost saving in fees/ duties payable on statutory and

procedural compliances.

d.

Elimination of duplication of administrative functions

and multiple record-keeping resulting in reduced

expenditure.

The amalgamation is in the interest of both the companies, their

shareholders, creditors and all other stakeholders of the respective

companies and is not prejudicial to the interests of the concerned

shareholders, creditors or the public at large.

e.

In case of cash consideration-

Upon Scheme become effective and in consideration of the Arrangement,

amount or otherwise share

the equity shareholders of the Transferor Company will get the equity

exchange ratio

shares of the Transferee Company in accordance with the following ratio:

1 (one) equity share of face value of Rs.2/- (Rupees Two only) each of the

Transferee Company for every 1 (one) equity share of Rs.2 (Rupees Two

only) held in the Transferor Company as on record date.

The Share Exchange Ratio is based on the valuation report issued by

Mr. Nikhil Singhi, Chartered Accountants (IBBI Registration No:

IBBI/RV/06/2019/11089), Registered Valuer, dated June 24, 2022 and the

fairness opinion obtained from Inga Ventures Private Limited, SEBI

Registered Merchant Banker, (Registration number-INM000012698)

dated June 24, 2022 as have been duly considered, approved and

recommended for Board's approval by the Audit Committee and

Committee of Independent Directors, pursuant to which the Board of

Directors of the Company have considered and accorded their approval

for the same.

f.

Brief details of change in the

Post capital reduction and amalgamation, the shareholding pattern of the

shareholding of the listed

Transferor and Transferee Company will be as follows:

entity

Transferor Company (Pre Scheme and Post Scheme)

Particulars

No. of

Pre-Scheme

No. of

Post -Scheme

Shares

Shares

Promoter

1,01,18,797

43.09 %

-

Transferor

Company

Public

1,33,64,046

56.91 %

-

ceases to

exist post

Custodian

-

-

-

amalgamation

Total

2,34,82,843

100 %

-

Transferee Company (Pre Scheme and Post Scheme)

Particulars

No. of

Pre-Scheme

No. of

Post -Scheme

Shares

Amalgamation

Shares*

Amalgamation

Promoter

8,10,41,545

100 %

4,00,85,954

75%

Public

-

-

1,33,64,046

25%

Custodian

-

-

-

-

Total

8,10,41,545

100 %

5,34,50,000

100%

*Share Capital of the Transferee Company will get reduced post Scheme

pursuant to Clause 15 of the Scheme.

Post listing of the equity shares of the Transferee Company on the Stock

Exchanges, it shall comply with the requirements of minimum public

shareholding of at least 25% (twenty-five percent) in the Transferee

Company in accordance with the extant applicable law or any

amendments that may be effective on the effective date of the

Amalgamation.

2.

Other Restructuring

a.

Details and reasons for

Equity Share

Capital

of

Signpost India Limited (formerly known as

Restructuring;

Signpost India Private Limited), the Transferee Company will get reduced

from Rs.16,20,83,090 i.e. 8,10,41,545 equity shares of Rs.2/- each to

Rs. 5,99,34,314 i.e. 2,99,67,157 equity shares of Rs.2/- each and

consideration will be issuance of 32,50,000 unlisted, unsecured, non-

convertible, redeemable debentures (NCD) with a face value of Rs. 100

each to the respective shareholders of Transferee Company redeemable

in one year. For the sake of clarity, please note that capital reduction has

no impact on transferor company and will only impact the Transferee

Company.

The present share capital of Transferee Company is large in amount in

relation to the size of the company. It will be beneficial to create a

company with share capital in consonance with the size of its operations,

so that the capital is serviced efficiently.

b.

Quantitative and/ or

The Share Capital of Transferee Company will get reduced to 2,99,67,157

qualitative effect of

equity shares of Rs. 2/-

each i.e. Rs.5,99,34,314 by issuing 32,50,000

Restructuring;

unlisted, unsecured, non-convertible, redeemable debentures (NCD) of

Rs. 100/- each to the respective shareholders of Transferee Company

redeemable in one year.

c.

Details of benefit, if any, to the

For the sake of clarity, please note that capital reduction has no impact

promoter/promoter

on Transferor Company and will only impact the Transferee Company.

group/group companies from

such proposed Restructuring;

There are no such specific benefits to

the

promoter/promoter

group/group companies of the Transferee Company from such proposed

restructuring except to the extent of their respective shareholding in the

Transferee Company.

d.

Brief details of change in

Post capital reduction and amalgamation the shareholding pattern of the

Shareholding pattern (if any)

Transferor and Transferee Company will be as follows:

of all entities

Transferor Company (Pre Scheme and Post Scheme)

Particulars

No.

of

Pre-Scheme

No. of

Post -Scheme

Shares

Shares

Promoter

1,01,18,797

43.09 %

-

Transferor Company

Public

1,33,64,046

56.91%

-

ceases to exist post

Custodian

-

-

-

amalgamation

Total

2,34,82,843

100%

Transferee Company (Pre Scheme and Post Scheme)

Particulars

No.

of

Pre-Scheme

No. of

Post -Scheme

Shares

Amalgamation

Shares*

Amalgamation

Promoter

8,10,41,545

100 %

4,00,85,954

75%

Public

-

-

1,33,64,046

25%

Custodian

-

-

-

-

Total

8,10,41,545

100 %

5,34,50,000

100%

*Share Capital of the Transferee Company will get reduced pursuant to

Clause 15 of the Scheme of Arrangement.

Post listing of the equity shares of the Transferee Company on the Stock

Exchanges, it shall comply with the requirements of minimum public

		shareholding of at least 25% (twenty-five percent) in the Transferee
		Company in accordance with the extant applicable law or any
		amendments that may be effective on the effective date of the
		Amalgamation.
3.	Whether listing would be	The Transferee Company shall apply for listing and trading of its equity
	sought for the Transferee	shares on BSE Ltd and National Stock Exchange of India Ltd.
	Company

Yours faithfully,

For Pressman Advertising Limited

Paulami Mukherjee

Company Secretary & Compliance Officer

Membership No. A49780