Mahindra & Mahindra Ltd.
Mahindra Towers, | |
Dr. G. M. Bhosale Marg, Worli, | |
Mumbai 400 018 India | |
Tel: +91 22 24901441 | |
Fax: +91 22 24975081 | |
REF:NS:SEC: | |
16th March, 2022 | |
National Stock Exchange of India Limited | BSE Limited |
"Exchange Plaza", 5th Floor, | Phiroze Jeejeebhoy Towers, |
Plot No.C/1, G Block | Dalal Street, Fort, |
Bandra-Kurla Complex | Mumbai 400001. |
Bandra (East), Mumbai 400051. | |
Bourse de Luxembourg | London Stock Exchange Plc |
Societe de la Bourse de Luxembourg | 10 Paternoster Square |
Societe Anonyme/R.C.B. 6222, | London EC4M 7LS. |
B.P. 165, L-2011 Luxembourg. |
Sub: Intimation of Acquisition - under Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
With reference to the captioned subject, we would like to inform you that the Company has today signed
- a Share Purchase Agreement ("Secondary Purchase") and (ii) a Share Subscription and Shareholders Agreement ("Primary Infusion") with Carnot Technologies Private Limited ("Carnot"), an Associate of the Company.
Pursuant to the Secondary Purchase and Primary infusion the Company will acquire 7,423 Equity Shares from its existing Shareholders and also subscribe to 1,613 Series C Compulsory Convertible Cumulative Participating Preference Shares (Series C CCCPS), respectively of Carnot.
Upon completion of these transactions the shareholding of the Company in Carnot will increase from 15.60% of the equity share capital (48.05% of the share capital on a fully diluted basis) to approximately 52.69% of equity share capital (68.97% of the share capital on a fully diluted basis) of Carnot and it will become a Subsidiary of the Company.
The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 are given in Annexure A to this letter.
Kindly acknowledge receipt.
Yours faithfully,
For MAHINDRA & MAHINDRA LIMITED
NARAYAN SHANKAR
COMPANY SECRETARY
Encl.: a/a
Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India
Tel: +91 22 22021031|Fax: +91 22 22875485
Email : group.communications@mahindra.com mahindra.com
CIN No. L65990MH1945PLC004558
Mahindra & Mahindra Ltd.
Mahindra Towers, | ||
Dr. G. M. Bhosale Marg, Worli, | ||
Mumbai 400 018 India | ||
Tel: +91 22 24901441 | ||
Fax: +91 22 24975081 | ||
Annexure A | ||
Acquisition (including agreement to acquire): | ||
Sr. | Details of Events that need to be | Information of such events(s) |
No. | provided | |
a) | name of the target entity, details in brief | Carnot Technologies Private Limited ("Carnot") is an |
such as size, turnover etc.; | Indian company, which provides products and | |
services related to internet connected devices for | ||
monitoring performance of vehicles and equipment. | ||
It had a turnover of Rs.6.5 crores for the Financial | ||
Year ended 31st March 2021. | ||
b) | whether the acquisition would fall within | Yes, as mentioned above, Carnot is an Associate of the |
related party transaction(s) and whether | Company and as such a Related Party. Consequently, | |
the promoter/ promoter group/ group | the Primary Infusion in Carnot is a Related Party | |
companies have any interest in the entity | Transaction and is at arm's length basis. | |
being acquired? | ||
If yes, nature of interest and details thereof | However, the Secondary Purchase(s) is/are not a | |
and whether the same is done at "arm's | Related Party Transaction(s). | |
length"; | None of the promoter / promoter group / group | |
companies of the Company have any interest in | ||
Carnot, except to the extent of Carnot being an | ||
Associate of the Company which will become a | ||
Subsidiary of the Company upon completion of | ||
Primary Infusion and Secondary Purchase. | ||
c) | industry to which the entity being acquired | Precision Agriculture |
belongs; | ||
d) | objects and effects of acquisition (including | Carnot is expected to support Company's strategy by |
but not limited to, disclosure of reasons for | developing information technology solutions for its | |
acquisition of target entity, if its business is | products, customers and businesses. | |
outside the main line of business of the | ||
Company); | ||
e) | brief details of any governmental or | Not Applicable |
regulatory approvals required for the | ||
acquisition; | ||
Cont....2 |
Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India
Tel: +91 22 22021031|Fax: +91 22 22875485
Email : group.communications@mahindra.com mahindra.com
CIN No. L65990MH1945PLC004558
Mahindra & Mahindra Ltd.
Mahindra Towers, | |||||
Dr. G. M. Bhosale Marg, Worli, | |||||
Mumbai 400 018 India | |||||
Tel: +91 22 24901441 | |||||
Fax: +91 22 24975081 | |||||
-:2:- | |||||
f) | indicative time period for completion of the | The transaction is expected to be completed by | |||
acquisition; | around 31st March 2022. | ||||
g) | nature of consideration - whether cash | Cash consideration | |||
consideration or share swap and details of | |||||
the same | |||||
h) | cost of acquisition or the price at which the | Approximately Rs.14 crores, comprising of: | |||
shares are acquired; | (i) | Primary Infusion of approximately Rs.2.5 | |||
crore (subscription of 1,613 Series C CCCPS of | |||||
Carnot of Rs.100 each at a premium of Rs. | |||||
15,391.65 per CCCPS); and | |||||
(ii) Secondary Purchase of approximately Rs.11.5 | |||||
crore (purchase of 7,423 Equity Shares of Rs.10 | |||||
each at a premium of Rs.15,481.65 per Equity | |||||
Share). | |||||
i) | percentage of shareholding / control | The Company currently holds 15.60% of the equity | |||
acquired and / or number of shares | share capital (48.05% of the share capital on a fully | ||||
acquired; | diluted basis) of Carnot and upon completion of | ||||
these transactions (Primary Infusion and | |||||
Secondary Purchase), the shareholding of the | |||||
Company will stand enhanced to approximately | |||||
52.69% of the equity share capital (i.e. 68.97% of the | |||||
share capital on a fully diluted basis) of Carnot. | |||||
j) | brief background about the entity acquired | • | Incorporated in August 2015, Carnot is | ||
in terms of products/line of business | engaged in the business of research, | ||||
acquired, date of incorporation, history of | development, manufacturing and retail of | ||||
last 3 years turnover, country in which the | products and providing services in the field of | ||||
acquired entity has presence and any other | information technology and technology | ||||
significant information (in brief) | • | enabled applications in different fields. | |||
Turnover Details: | |||||
o | FY21: Rs.6.5 crore | ||||
o | FY20: Rs.17.3 crore | ||||
o | FY19: Rs.3.3 crore | ||||
Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India
Tel: +91 22 22021031|Fax: +91 22 22875485
Email : group.communications@mahindra.com mahindra.com
CIN No. L65990MH1945PLC004558
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Mahindra & Mahindra Ltd. published this content on 16 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2022 14:37:06 UTC.