Board of Thomas Cook (India) approves composite scheme of arrangement and amalgamation

At meeting held on 29 October 2014

Thomas Cook (India) announced that the Board of Directors of the Company at its meeting held on 29 October 2014, inter alia, has considered and approved the following:

1. In-principle approval to a Composite Scheme of Arrangement and Amalgamation ('the Scheme') involving:

- Transfer of ticketing business division of Travel Corporation (India) ('TCI'), a wholly owned subsidiary of Thomas Cook (India) ('TCIL'), to Thomas Cook Tours ('TCT'); and

- Merger of residual TCI into TCIL

The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders, creditors of both the Companies, all the relevant stock exchanges, SEBI, the High Court of Mumbai, and the permission or approval of the Central Government or any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme.

2. Constitution of a restructuring committee, which would finalize and approve the said Scheme, engage valuers for determining the consideration, the share exchange ratio, if any, Merchant Bankers for opining on the fairness of the share exchange ratio, if any and to do all such acts, deeds and things as may be necessary and expedient to implement the Scheme.

3. The Board has also accorded its approval to evaluate demerging the insurance business from Thomas Cook Insurance Services (India), a wholly owned subsidiary of TCIL, after its merger with Sterling Holiday Resorts (India) and merging it with TCIL.

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