Download RIL+ RPL merger PDF

TitleRIL+ RPL merger
Tags Economies Taxes Mergers And Acquisitions Treasury Stock
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Page 1

28 February 2009

Merger of RIL with RPL
History repeats itself:-

The merger was adopted nearly a decade ago when the then RPL was merged into the RIL for nearly the

same reason of posting losses. But on 28
th

feb 2009 the news came that they are planning to unite again.

The major reasons for uniting are:-

1) CHEVRON( US based company) was having 5% stake in RPL and had the option to pick

up an addition 24% stake in RPL or to exit from the company altogether. The deadline

was July 2009.

2) If the CHEVRON had increased its stake to 29% then RIL which earlier had 71% stake

would now have 47% stake in the company, clearly a minority stake.

3) It would have cost CHEVRON $6 billion during 2007 for the 24% stake, but now due to

the current decline in RPL prices, the same 24% stake would have cost them merely $1.6

billion. So Mukesh Ambani decided not to allow the 24% stake been taken by CHEVRON

and to do this they went for the merger.

4) THE COMBINED REFINING capacity will be 1.24 million barrels of crude/day (6,60,000

bpd from RIL and 5,80,000 bpd from RPL ). It would make the Reliance, in the list of 50

most profitable companies and the top five producer of polypropylene. And

5) Its script will have enhanced weightage in all the stock indices (currently RIL is having

weightage of 15% in BSE top 30 companies, which will increase to 20% after the

merger).

6) The other important reason might be that, this merger will give monopoly to RIL in

negotiating the crude price. As we can notice from the table below, after merging the

companies their combined capacity would be very high.















COMBINED MARKET CAPITALIZATION:-

RIL Rs 1,99,093.27cr

RPL Rs 34,290.00cr

TOTAL Rs 2,33,383.27cr

TOTAL NUMBER OF SHARE HOLDERS:-

RIL 2,222,947

RPL 2,147,699

REFINING CAPACITY:-

RIL 6,60,000 barrels/day

RPL 5,80,000 barrels/day

TOTAL 12,40,000 barrels/day

Combined the reliance refineries would be the world’s

Page 2

28 February 2009

The RPL shareholding pattern













































Category of shareholder No. of share holders Total No. of share As a % of A+B

(A)SHAREHOLDING OF PROMOTER AND PROMOTER GROUP

(1)INDIAN

BODIES CORPORATE (RIL) 1 3,166,958,030 70.38

(2)FOREIGN

BODIES CORPORATE(CHEVRON) 1 225,000,000 5

TOTAL (SHAREHOLDING OF

PROMOTER AND PROMOTER GROUP(A)) 2 3,391,958,030 75.38

(B)PUBLIC SHARE HOLDING

(1)INSTTUTIONS

MUTUAL FUNDS/UTI 80 21,766,789 0.45

FII’s 143 56,302,777 1.25

FI/BANKS 67 71,973,483 1.6

INSURANCE COMPANIES 16 104,617,756 2.32

SUBTOTAL 306 254,660,805 5.66

(2)NON –INSTITIONS

BODY CORPORATES 7,733 223,432,192 4.97

INDIVIDUALS(TOTAL) 2,147,391 853,381,165 18.96



TOTAL PUBLIC SHAREHOLDING(B) 2,147,697 1,108,041,970 24.62



TOTAL (A + B) 2,147,699 4,500,000,000 100

*As on Dec 31, 2008

Page 3

28 February 2009

How shareholders of Rpl get benefitted?

If the merger b/w RIL and RPL gets through then RPL’s shareholders gets benefitted by the
share-swap ratio, it means one share of RIL for 16shares of RPL(16:1). Now this is beneficial for
RPL shareholders. How?

Every 16 shares of RPL gets 1 share of RIL, present value of a RPL share is 75 (16 X 75 = 1200),
and the current price of RIL share is 1225, so the RPL shareholders get the RIL share at a
discount of 25 rupees.

Now if we go by current share market price of RIL and RPL then share swap ration would be
16.5:1. It indicates that 1 share of RIL = 16.5 shares of RPL.

TAX BENEFIT FOR RPL SHAREHOLDER:-

First and foremost from the tax point of view RPL will be the amalgamating (merging) company
and RIL will be the amalgamated(parent) company. This means that any exchange of shares
held in amalgamating company(RPL) will not be considered as a SALE, and consequently there
will be no capital gain/loss as long as the transfer is made in consideration of being allotted
share in the amalgamated company(RIL).

e.g. suppose LALIT BHAI has acquired 400 shares of RPL on December 15, 2008 @ 90/share. So
his total cost is 36,000. Now of the record date, his 400 RPL shares will get converted into 25 RIL
shares(400/16 = 25). His total cost remains the same i.e. 36,000 and this yield net cost of Rs
1440/ RIL share(36000/25 = 1440). Now suppose he plans to sell off these shares in on
December 15, 2009 @ 1600. So his net gain will be 4,000(1600 X 25 = 40,000 – 36,000)

Although LALIT BHAI has held the RIL share from April 2009(record date) to December 2009,
which can be considered as short term gain and is tax deductible. But since period of the RPL
share holding has to be aggregated, this capital gain would be long term in nature, hence tax
free.

How the merger will help in TAXATION purposes:-

The move will help the company hedge its bets against demand challenges globally
when the old refinery loses tax incentives once its export-only status ends in March.

The Budget rationalized the tax regime for companies that have units in both the
domestic tariff area and export zone. Earlier, such companies had to pay higher taxes

Reliance Petroleum is totally exempt from tax for first 5 years of operations, followed by
50% tax exemption for the next 5 years.

The new refinery will not have to pay excise duty, and service tax for products and
services respectively, sourced within India only.

Page 4

28 February 2009

Treasury stock

What does it means: The portion of shares that a company keeps in their own treasury.
Treasury stock is often created when shares of a company are initially issued. In this case, not
all shares are issued to the public, as some are kept in the companies’ treasury to be used to
create extra cash should it be needed.

How does it beneficial for the company?

Treasury shares help the company when they are in need of cash.

Treasury shares help the company during the Hostile Takeover.

It also reduce reduces the no. of shares and this increase the EPS of the company.

These shares don't pay dividends, have no voting rights, and should not be included in
shares outstanding calculations.

How treasury shares are important in the merger between RPL and RIL?

We know that the RIL has currently 75 %( 70%+5 sold by CHEVRON) stake in RPL and out of this
they already diluted 4%. The total no. of shares of RPL is 4,500,000,000 out of which 70% is of
RIL holding i.e. 337,500,000. Now RIL do not want to dilute their equity, so they extinguish this
75%, and the remaining (4,500,000,000-3,150,000,000) 1,350,000,000 remaining for the RIL
share holders. Because the share swap ratio is 16:1. The total no. of RIL shareholders is, and
according to swap ratio each RIL shareholder will get the 16 shares of RPL. And for this the RPL
has to issue additional 6.68 crore shares. How? The total no. shareholders of RIL are
1,570,000,000*16=25,120,000,000, but the RPL is having only 1,350,000,000 so they have to
issue ( 25,120,000,000-1,350,000,000) RIL will issue 69.2 million shares to RPL’s ordinary
shareholders. As a result, RIL’s paid-up capital will increase to only Rs 1,643 crore from the
present Rs 1,574 crore. This, in turn, will enhance the earning per share proportionately for RIL
shareholders this will dilute the 4% of the RPL. But this issue of shares also benefitted in
TREASURY SHARES and this increase it by 26,000 crores.





OTHER BENEFITS

The merger will help the company optimize the technical versatility of the two units to
better plan output of products according to demand.

The merger will change the scale of operation and it will be able to bargain better during
crude oil imports

The move will be beneficial for RIL by decreasing the operational cost.

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