REG - Axis Bank Ltd Axis Bank Ltd (144A) - Purchase of Citibank’s India Consumer Business
30/03/2022 13:15
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RNS Number : 6260G Axis Bank Limited 30 March 2022
AXIS/CS/CO/697/2021-22
March 30, 2022
Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") w.r.t. acquisition of business undertakings
Dear Sir/ Madam,
Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform
that, the board of directors of Axis Bank Limited (Axis Bank) at their meeting
held today i.e. March 30, 2022 have approved the purchase of the Citibank's
India Consumer Business from Citibank N.A. (acting through its branch in
India) ("CBNA") and the NBFC Consumer Business from Citicorp Finance (India)
Limited ("CFIL"), as going concerns, without values being assigned to
individual assets and liabilities to either business, subject to fulfilment of
specific conditions and obtaining requisite approvals. Axis Bank has executed,
inter alia, business transfer agreements with CBNA ("CBNA BTA") and CFIL
("CFIL BTA") on March 30, 2022.
The information required pursuant to Regulation 30 of the SEBI Listing
Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9,
2015, is enclosed herewith as Annexure 1. Also, attached as Annexure 2 is the
investor presentation and press release capturing further details about the
transaction.
We wish to inform you that Axis Bank will host a call with analysts and
investors on the above matter at 19.00 P.M. (IST) on March 30, 2022.
Conference call‐ Dial in information is as follows:
Date 30th March 2022
Time 19.00 P.M. ( IST)
Universal Dial-In numbers +91 22 6280 1253
+91 22 7115 8154
International Toll HongKong : +852 30186877
Singapore : +65 31575746
UK : +44 2034785524
USA : +1 3233868721
International Toll Free Hong Kong : 800964448
Singapore : 8001012045
UK : 08081011573
USA : 18667462133
Pre‐registration Link Diamond Pass Registration (choruscall.in)
(https://services.choruscall.in/DiamondPassRegistration/register?confirmationNumber=6444136&linkSecurityString=1b0cf26048)
The above is for your information and records.
Thanking you,
Yours faithfully,
For Axis Bank Limited
Sandeep Poddar
Company Secretary
Encl: As above
Annexure 1
Disclosure of information pursuant to Regulation 30 of the SEBI Listing
Regulations read with SEBI circular No. CIR/CFD/CMD/4/2015 dated 9 September
2015.
S. No. Particulars Description
1. Name of the target entity, details in brief such as size, turnover etc.; 1. Citibank N.A. (acting through its branch in India) ("CBNA"): Axis Bank
Limited (Axis Bank) proposes to acquire CBNA's entire consumer business in
India, including the Credit Cards Business, the Deposits Business, the Wealth
Management Business, the Loans Business, the Customer Guarantees Business, the
Insurance Distribution Business and the Small Banking Business (collectively
the "CBNA Undertaking"), as a going concern, without values being assigned to
individual assets and liabilities. The amount of gross revenue of CBNA in
India for FY 20-21 was INR 16,15,019 Lacs. 1
2. Citicorp Finance (India) Limited ("CFIL"): Axis Bank proposes to
acquire CFIL's consumer business which includes the commercial vehicle and
construction equipment asset backed financing facilities, assigned asset
backed financing portfolio, personal loans portfolio, servicing of assigned
mortgages loan portfolio (collectively the "CFIL Undertaking"), as a going
concern, without values being assigned to individual assets and liabilities.
The amount of gross revenue of CFIL, on a standalone basis, for FY 20-21 was
INR 77,933 Lacs. 2
2. Whether the acquisition would fall within related party transaction(s) and No, the transactions are not related party transactions.
whether the promoter/ promoter group/ group companies have any interest in the
entity being acquired? If yes, nature of interest and details thereof and
whether the same is done at "arms length"
3. Industry to which the entity being acquired belongs The proposed transaction is acquisition of the
CBNA Undertaking from CBNA and CFIL Undertaking from CFIL. Both CBNA and CFIL
belong to the Banking and Finance Industry.
4. Objects and effects of acquisition (including but not limited to, disclosure The acquisition of CBNA Undertaking and CFIL Undertaking will help strengthen
of reasons for acquisition of target entity, if its business is outside the Axis Bank's retail banking franchise and accelerate Axis Bank's growth
main line of business of the listed entity) ambitions across various consumer banking segments.
5. Brief details of any governmental or regulatory approvals required for the 1. CBNA Undertaking - In terms of government or regulatory approvals, the
acquisition transaction is subject to approval from the Competition Commission of India.
Additionally, approval from other governmental authorities may be required for
certain transitional services.
2. CFIL Undertaking - In terms of government or regulatory approvals, the
transaction is subject to approval from the Competition Commission of India.
Additionally, approval from other governmental authorities may be required for
certain transitional services.
In addition to the above, the parties will undertake continuous consultations
with the Reserve Bank of India and other relevant governmental authorities as
may be required for the implementation of the transactions.
6. Indicative time period for completion of the acquisition Subject to the satisfactory completion of the customary and contractual
conditions in accordance with the provisions of the CBNA BTA and CFIL BTA,
respectively, the transactions are currently anticipated to be completed
within 12 months or such other date as may be mutually agreed.
7. Nature of consideration - whether cash consideration or share swap and details 1. CBNA Undertaking - The entire consideration will be discharged by Axis
of the same Bank only in cash.
2. CFIL Undertaking - The entire consideration will be discharged by Axis
Bank only in cash.
8. Cost of acquisition or the price at which the shares are acquired No shares are being acquired pursuant to the proposed transaction. The cost of
acquisition of the CBNA Undertaking and the CFIL Undertaking is INR 12,325
crores.
9. Percentage of shareholding / control acquired and / or number of shares Not applicable as no shares are being acquired pursuant to the proposed
acquired transaction. The transactions are proposed to be consummated as going concern,
without values being assigned to individual assets and liabilities to either
business.
10. Brief background about the entity acquired in terms of products/line of 1. CBNA Undertaking - CBNA is the consumer division of financial
business acquired, date of incorporation, history of last 3 years turnover, services (https://en.wikipedia.org/wiki/Financial_services) multinational
country in which the acquired entity has presence and any other significant (https://en.wikipedia.org/wiki/Multinational_corporation) Citigroup
information (in brief) (https://en.wikipedia.org/wiki/Citigroup) . CBNA was founded in 1812 as the
City Bank of New York, and later became First National City Bank of New York.
CBNA began operations in India over a century ago in 1902 in Kolkata. The
amount of CBNA's gross revenue in India for the last three financial years is
as below 3 :
· FY 18-19: INR 15,23,784 Lacs;
· FY 19-20: INR 17,70,195 Lacs; and
· FY 20-21: INR 16,15,019 Lacs.
2. CFIL Undertaking - CFIL is Citigroup's flagship non-banking finance
entity. It was incorporated on May 1, 1997 in India. The amount of CFIL's
gross revenue, on a standalone basis, for the last three financial years is as
below 4 :
· FY 18-19: INR 96,368 Lacs;
· FY 19-20: INR 83,994 Lacs; and
· FY 20-21: INR 77,933 Lacs.
http://www.rns-pdf.londonstockexchange.com/rns/6260G_1-2022-3-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6260G_1-2022-3-30.pdf)
1 This figure represents the total income, i.e., interest earned and other
income for Citibank N.A, India Branch, as a whole (which includes the CBNA
Undertaking as well as other business lines of Citibank N.A., India Branch),
as per its audited financials for FY 2021, and is not representative of the
gross revenue of the CBNA Undertaking.
2 This figure represents the total income, i.e., interest earned and other
income for CFIL, as a whole (which includes the CFIL Undertaking as well as
other business lines of CFIL), as per its audited financials for FY 2021, and
is not representative of the gross revenue of the CFIL Undertaking.
3 This figure represents the total income, i.e., interest earned and other
income for Citibank N.A, India Branch, as a whole (which includes the CBNA
Undertaking as well as other business lines of Citibank N.A., India Branch),
as per its audited financials for FY 2019, FY 2020 and FY 2021, and is not
representative of the gross revenue of the CBNA Undertaking.
4 This figure represents the total income, i.e., interest earned and other
income for CFIL, as a whole (which includes the CFIL Undertaking as well as
other business lines of CFIL), as per its audited financials for FY 2019, FY
2020 and FY 2021, and is not representative of the gross revenue of the CFIL
Undertaking.
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