Scheme of Arrangement & Amalgamation between Geometric, HCL and 3D PLM becomes effective

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Scheme of Arrangement & Amalgamation between Geometric, HCL and 3D PLM becomes effective
MUMBAI, India. March 2, 2017: Geometric Limited (“Geometric”) is pleased to announce that the Scheme of Arrangement & Amalgamation between Geometric, HCL Technologies Limited (“HCL”) and 3D PLM Software Solutions Limited (“3D PLM”) has become effective on March 2, 2017.  Under the transaction the entire business of Geometric has been transferred to HCL.  Simultaneously Geometric has been merged into 3D PLM. 
Below is the extract of the communication sent to BSE Limited and National Stock Exchange of India Limited in this regard on March 2, 2017:
  1. This has reference to our previous communications for the composite scheme of arrangement and amalgamation among Geometric Limited ("Company" or "Geometric"), HCL Technologies Limited (“HCL”) and 3DPLM Software Solutions Limited (“3D PLM”) and their respective shareholders and creditors ("Scheme") under Sections 391 to 394, read with Section 100 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013 and in furtherance to our previous letter dated March 1, 2017, where we informed you that the Company is in the process of finalizing the effective date and the record date.

  2. The Company has fixed March 15, 2017 as the record date for determining the shareholders of the Company to whom shares of HCL and 3D PLM will be allotted pursuant to Clause 14 and 23 of the Scheme.

  3. The Company has filed on March 2, 2017 e-form INC 28 with the Ministry of Corporate Affairs.

  4. Accordingly the Scheme has come into effect from March 2, 2017, the appointed date being the opening hours of business on March 31, 2016 (“Appointed Date”).

  5. Pursuant thereto, in accordance with the terms of the Scheme, the Company has amalgamated with 3D PLM with effect from the Appointed Date and is dissolved without winding up.

  6. In accordance with Clause 14 of the Scheme, all shareholders who hold shares of the Company on the record date i.e. March 15, 2017, will be allotted listed equity shares of HCL as consideration.

  7. In accordance with Clause 23 of the Scheme, non – resident shareholders who hold shares of the Company as on March 15, 2017 i.e. the record date, will be allotted unlisted equity shares of 3D PLM and resident shareholders who hold shares of the Company as on March 15, 2017 i.e. the record date, will be allotted redeemable preference shares of 3D PLM as consideration.  3D PLM has made an application in relation to listing of the redeemable preference shares for which approval is pending as on date.

  8. Further, shareholders may reach out to the following for any questions or queries which they may have in relation to the Scheme –
    • Queries in relation to shares of HCL to be received under the Scheme:

      The Compliance Officer
      HCL Technologies Limited
      Email id: investors@hcl.com

    • Queries in relation to redeemable preference shares / equity shares of 3D PLM to be received under the Scheme:

      The Compliance Officer
      3D PLM Software Solutions Limited
      Email id: IN.3DPLM.Investor-Relations@3dplmsoftware.com
About Geometric:
Geometric is a specialist in the domain of engineering solutions, services and technologies. Its portfolio of Global Engineering services, Product Lifecycle Management (PLM) solutions, Embedded System solutions, and Digital Technology solutions enables companies to formulate, implement, and execute global engineering and manufacturing strategies aimed at achieving greater efficiencies in the product realization lifecycle.
Listed on the Bombay and National stock exchanges in India, the company recorded consolidated revenues of Rupees 11.05 billion (US Dollars 180.61 million) for the year ended March 2015. It employs over 4800 people across 13 global delivery locations in the US, France, Germany, Romania, India, and China. Geometric has been assessed at Maturity Level 3 for CMMI 1.3- Development and CMMI 1.3-Services for its Software and Engineering Services business units and is ISO 9001:2008 certified for engineering operations. The company’s operations are also ISO 27001:2005 certified.

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