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Inter-alia, transacted the following business:- 1. Increase in Authorised Share Capital and consequential amendment to the Memorandum of Association of the Company: Approved the increase in the authorised share capital of the Company from existing Rs. 7,00,00,00,000 (Rupees Seven Hundred Crores Only) divided into 1,40,00,00,000 (One Hundred and Forty Crores) equity shares of Rs. 5/- (Rupees Five Only) each to Rs. 9,00,00,00,000 (Rupees Nine Hundred Crores Only) divided into 1,80,00,00,000 (One Hundred and Eighty Crores) equity shares of Rs. 5 each and consequential amendment to the capital clause of the Memorandum of Association, subject to the receipt of necessary approvals including approval of the Shareholders of the Company and other regulatory / statutory approvals, as may be required, in this regard. 2. Acquisition of equity shares of Biocon Biologics Limited and issuance of equity shares on a preferential basis: Approved the acquisition of the equity shares of Biocon Biologics Limited (?BBL?) by the Company, held by: (a) Mylan Inc. (?Mylan?); (b) Serum Institute Life Sciences Private Limited (?Serum?); (c) Tata Capital Growth Fund II (?TCGF?); and (d) Activ Pine LLP (?Activ Pine?) (collectively referred as ?Selling Shareholders/Proposed Allotees?) (?Proposed Transaction?), subject to requisite approvals, consents, permissions and sanctions as may be necessary from any statutory or regulatory authority or from shareholders, lenders, stock exchanges and depositories, and execution of definitive agreements (along with all schedules, annexure and ancillary documents) setting out the terms and conditions of the Proposed Transaction. With reference to the above, the Board approved the offer and issuance of 17,12,79,553 equity shares of the Company having face value of Rs. 5/- each, in one or more tranches, on a preferential basis (?Preferential Issue?) at a price which is not less than the price determined in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and aggregating to an amount up to Rs. 6,950 Crores (Rupees Six Thousand Nine Hundred Fifty Crores Only) for consideration other than cash (i.e., swap of securities of BBL) to the Proposed Allottees, towards discharge of part/full consideration in connection with the Proposed Transaction, subject to the approval of the shareholders of the Company, the National Stock Exchange of India Limited, the BSE Limited and/or any other competent authorities, to the extent applicable and as may be required. 3. Fund Raising: Approved the raising of funds by way of issuance of any instrument or security, including equity shares, non-convertible debt instruments along with warrants, any other convertible securities or any other eligible securities or any combination thereof (?Securities?), by way of qualified institutions placement(s) (?QIP?), rights issue, preferential allotment or private placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws, and on such terms and conditions as may be considered appropriate by the Board in its absolute discretion under applicable laws, for an aggregate amount of up to Rs. 4,500 Crores, in one or more tranches and/or one or more issuances, mainly towards cash consideration payable to Mylan, subject to the receipt of necessary approvals including approval of the Shareholders of the Company and other regulatory / statutory approvals, as may be required, in this regard. 4. Convening of Extra-Ordinary General Meeting (EGM): In connection with each of the above, the Board approved convening of an Extra-Ordinary General Meeting (?EGM?) of the shareholders of the Company on Wednesday, December 31, 2025 through video conferencing (?VC?) or other audio-visual means (?OVAM?), for seeking necessary approval of the Shareholders for the aforesaid matters. The Notice of EGM shall be communicated in due course. Accordingly, the relevant date, in terms of provision of ICDR Regulations for determining the floor price of the Preferential Issue, is Monday, December 1, 2025. 5. Issuance of Commercial Papers: Approved issuance of Commercial Papers for an amount up to Rs. 1,800 Crores (Rupees One Thousand Eight Hundred Crores) in one or more tranches on private placement basis, in order to discharge the cash remittance to Mylan in the interim, till the completion of fund raise as detailed in Item No. 3 above.
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