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Preferential Issue of shares Inter alia transacted the following matters: 1. Authorization for execution of Share Subscription and Share Purchase Agreement and Acquisition of Equity Shares of Encora US Holdco, Inc. and Encora Holdings Ltd. (Cayman) The Board considered and approved execution of a share subscription and share purchase agreement (the ?SSPA?) by the Company with Encora US Holdco, Inc. and Encora Holdings Ltd. (Cayman) (collectively, the ?Target Companies?), Encora Holdco Ltd. (UK) and AI Altius Parent (Cayman) Limited (collectively, the ?Investors?), in relation to acquisition of the Target Companies? shares from the Investors (?Proposed Acquisition?), in a share swap arrangement with the Company, whereby 9,37,96,508 (Nine Crore Thirty Seven Lac Ninety Six Thousand Five Hundred and Eight Only) fully paid up equity shares of the Company having face value of INR 2 (Indian Rupees Two) each (?Equity Shares?) shall be created, issued, offered and allotted to the Investors at a price of INR 1,815.91/- (Indian Rupees One Thousand Eight Hundred Fifteen And Ninety One Paise only) per Equity Share (which includes a premium of INR 1813.91/- (Indian Rupees One Thousand Eight Hundred Thirteen And Ninety One Paise only) per Equity Share) (?Issue Price?), aggregating up to a consideration of INR 1,70,32,60,16,842/- (Indian Rupees Seventeen Thousand and Thirty Two Crore Sixty Lac Sixteen Thousand Eight Hundred and Forty Two only), in accordance with the SSPA. 2. Issuance of Equity Shares of the Company on a Preferential Basis pursuant to a Share Swap Arrangement Subject to approval of the members of the Company (?Members?) and receipt of approvals from applicable statutory authorities as may be required, the Board considered and approved, to create, issue, offer and allot up to 9,37,96,508 (Nine Crore Thirty Seven Lac Ninety Six Thousand Five Hundred and Eight Only) Equity Shares at the Issue Price, aggregating up to a consideration of INR 1,70,32,60,16,842/- (Indian Rupees Seventeen Thousand and Thirty Two Crore Sixty Lac Sixteen Thousand Eight Hundred and Forty Two only) to the Investors belonging to the ?Non-Promoter Category?, as consideration other than cash towards the acquisition of shares (?Swap Shares?) of the Target Companies, determined in accordance with the terms of the SSPA, pursuant to a share swap arrangement, by way of a preferential issue on a private placement basis (?Preferential Issue?). The Preferential Issue shall be in accordance with the terms and conditions as may be determined by the Board in accordance with the SSPA and the provisions of the Companies Act, 2013, and the rules made thereunder, Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Foreign Exchange Management (Non-Debt Instrument) Rules, 2019 and other applicable laws and subject to the Investors complying with the requirements of allotment. 3. Approval for Grant of Special Rights pursuant to the SSPA and Adoption of the Amended and Restated Articles of Association of the Company Subject to approval of the Members, the Board considered and approved, (a) the grant of special rights to the Investors, such as appointment of 2 (two) nominee Director(s) on the Board of the Company and 1 (one) nominee Director on each of the audit committee and nomination and remuneration committee, to the Investors, subject to thresholds; lock-in restrictions applicable to each of the Investors; restriction on share transfers by each Investor to Competitors and Strategic Investors (as defined in the SSPA); and restriction on Encora Holdco Ltd. (UK) and AI Altius Parent (Cayman) Limited to trigger an open offer, pursuant to the SSPA and Regulation 31B and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (b) the amendment and restatement of the existing articles of association of the Company (which will come into effect on closing of the transaction under the SSPA) with the amended and restated articles of association of the Company incorporating the provisions of the SSPA, pursuant to Sections 5 and 14 of the Companies Act, 2013, the relevant provisions of the Companies (Management and Administration) Rules, 2014, the Companies (Incorporation) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and the rules issued thereunder 4. Increase in Authorised Share Capital and consequent Alteration to the Capital Clause of the Memorandum of Association Subject to approval of the Members, the Board considered and approved, to increase the Authorised Share Capital of the Company from INR 77,00,00,000/- (Indian Rupees Seventy Seven Crore only) divided into 38,50,00,000 (Indian Rupees Thirty Five Crore Fifty Lakh only) equity shares of INR 2/- (Indian Rupees Two only) each to INR 1,02,00,00,000/- (Indian Rupees One Hundred and Two Crore only) divided into 51,00,00,000 (Fifty One Crore only) equity shares of INR 2/- (Rupees Two only) each by creation of additional 12,50,00,000 (Twelve Crore Fifty Lac only) equity shares of INR 2/- (Indian Rupees Two only) each and consequently, the alteration and substitution of the existing Clause V of the memorandum of association of the Company by the following as new Clause V: ?V. The Authorised Share Capital of the Company is Rs. 1,02,00,00,000/- (Indian Rupees One Hundred and Two Crore only) divided into 51,00,00,000 (Fifty One Crore only) Equity Shares of Rs. 2/- (Rupees Two Only) each. 5. Authorization to raise capital by way of a Qualified Institutions Placement or any permitted means to eligible investors through an issuance of Equity Shares and/or other eligible Securities The Board considered and approved raising of funds by way of issuance of such number of equity shares having face value of INR 2 (Indian Rupees Two) each of the Company (?Equity Shares?) and / or other eligible securities or any combination thereof (hereinafter referred to as ?Securities?), for an aggregate amount not exceeding USD 550 Mn (US Dollar Five Hundred Fifty Million only) or an equivalent amount thereof by way of qualified institutional placement (?QIP?) or other permissible modes in accordance with the applicable laws, subject to the receipt of the necessary approvals including the approval of the members of the Company and other regulatory / statutory approvals, as may be required and approved ancillary actions including to seek approval of the shareholders through postal ballot for the aforesaid issuance. The copy of the notice of the postal ballot would be submitted to the Stock Exchanges in due course, pursuant to the applicable laws. 6. Approval for increase in limits under Section 186 of the Companies Act, 2013 The Board considered and granted the approval for the increase in limits under section 186 of the Companies Act, 2013 for the purpose of: (i) acquiring shares of the Target Companies pursuant to a share swap arrangement for a consideration of INR 1,70,32,60,16,842; and (ii) providing guarantees for a bridge loan of up to USD 550 Mn in a Company?s overseas subsidiary (if required). This is subject to the receipt of the necessary approvals including the approval of the members of the Company through postal ballot and other regulatory / statutory approvals, as may be required. The copy of the notice of the postal ballot would be submitted to the Stock Exchanges in due course, pursuant to the applicable laws 7. Issuance of Notice and Postal Ballot Form the Members of the Company The Board has approved the issuance of notice for postal ballot and the postal ballot form to the Members of the Company, for approving inter alia the following: (a) To consider and approve increase in authorised share capital and consequent alteration to the capital clause of the Memorandum of Association. (b) To consider and approve issuance of equity shares of the Company on
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