REG - Housing Dev Fin Corp - Consolidation of PE arms of HDFC Group under HCAL

Housing Development FinanceAnnouncement

25/08/2022 17:15

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RNS Number : 2852X  Housing Development Fin. Corp. Ltd.  25 August 2022

Ref. No.: SE/2022-23/149

 

August 25, 2022

 

BSE Limited
 
National Stock Exchange of India Limited

P. J. Towers
        Exchange Plaza, Plot No. C/1, G Block

Dalal Street
 
Bandra-Kurla Complex

Mumbai 400 001
 
Bandra (East), Mumbai 400 051

 

Kind Attn: Sr. General Manager                   Kind
Attn: Head - Listing

  DCS - Listing Department

 

Dear Sirs,

 

Sub:    Consolidation of private equity arms of HDFC Group under HDFC
Capital Advisors Limited

 

Ref:     Intimation under Regulation 30 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015

 

We wish to inform you that the board of directors of HDFC Property Ventures
Limited ("HPVL"), HDFC Venture Capital Limited ("HVCL"), both wholly owned
subsidiaries of Housing Development Finance Corporation Limited
("Corporation") and HDFC Capital Advisors Limited ("HCAL"), another
subsidiary of the Corporation, at their respective meetings held
today i.e. on August 25, 2022 have approved a scheme of amalgamation
("Scheme") for the proposed amalgamation of HPVL and, HVCL with HCAL,
under Sections 230 to 232 and other applicable provisions of the Companies
Act, 2013,  subject to receipt of requisite approvals ("Proposed
Amalgamation").

 

The combined platform shall advise/ manage approximately USD 4.1 billion of
assets and this makes it one of the leading private equity firms in India.

 

The Scheme inter alia envisages amalgamation of HPVL and HVCL (together,
"Transferor Companies") with and into HCAL ("Transferee Company") and the
dissolution of the Transferor Companies without being wound up.

 

The details required to be disclosed under Regulation 30 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI circular dated September 9, 2015, bearing
reference no. CIR/CFD/CMD/4/2015, are as below:

 

 Sr No.    Details of event that needs to be provided                                     Information of such event
 a)        Name of the entity(ies) forming part of the amalgamation/ merger, details in   HDFC Property Ventures Limited ("HPVL")
           brief such as, size, turnover etc.;

                                                                              Total revenue/ turnover (including other income) of HPVL during the
                                                                                          previous 3 financial years are given below:

                                                                                           FY 2021-22 - Rs. 35,01,95,337

                                                                                          FY 2020-21 - Rs. 37,10,56,690

                                                                                          FY 2019-20 - Rs. 36,86,11,566

                                                                                          HDFC Venture Capital Limited ("HVCL")

                                                                                          Total revenue/ turnover (including other income) of HVCL during the
                                                                                          previous 3 financial years are given below:

                                                                                          FY 2021-22 - Rs. 1,01,592

                                                                                          FY 2020-21 - Rs. 5,472

                                                                                          FY 2019-20 - NIL

                                                                                          HDFC Capital Advisors Limited ("HCAL")

                                                                                          Total revenue/ turnover (including other income) of HCAL during the
                                                                                          previous 3 financial years are given below:

                                                                                          FY 2021-22 - Rs. 86,95,98,328

                                                                                          FY 2020-21 - Rs. 66,81,53,733

                                                                                          FY 2019-20 - Rs. 61,54,62,391

 b)        Whether the transaction would fall within related party transactions? If yes,  HPVL and HVCL are wholly-owned subsidiaries of the Corporation. HCAL is a
           whether the same is done at "arm's length";                                    subsidiary of the Corporation.

                                                                                          The Proposed Amalgamation is on an arm's length basis. The share exchange
                                                                                          ratio has been determined based on valuation report issued by an independent
                                                                                          valuer.

 c)        Area of business of the entity(ies);                                           HPVL provides investment advisory services.

                                                                                          HVCL is an investment manager to a venture capital fund registered with
                                                                                          SEBI.

                                                                                          HCAL is an investment manager to SEBI registered AIFs.

 d)        Rationale for amalgamation/ merger                                             The Proposed Amalgamation will:

                                                                                          i.   result in simplification, streamlining and optimization of the group
                                                                                          structure and efficient administration.

                                                                                          ii.  result in enhancement of shareholder value accruing from consolidation
                                                                                          of business operations resulting in economies of scales, reduction in
                                                                                          overheads including administrative, managerial and other expenditure,
                                                                                          operational rationalization, organizational efficiency and optimal utilization
                                                                                          of resources.

                                                                                          iii. result in synergy of operations will be achieved, resulting in
                                                                                          optimisation of the common facilities such as manpower, office space, etc.
                                                                                          Other infrastructure could also be better utilized and duplication of
                                                                                          facilities could be avoided resulting in optimum use of facilities.

                                                                                          iv. result in a significant reduction in the multiplicity of legal and
                                                                                          regulatory compliances required at present to be carried out by HPVL,
                                                                                          HVCL and HCAL.

                                                                                          v.  result in greater efficiency in cash management and unfettered access to
                                                                                          cash flow generated by the combined business, which can be deployed more
                                                                                          efficiently, to maximize shareholder value.

 e)        In case of cash consideration - amount or otherwise share exchange ratio       Pursuant to the proposed amalgamation of HPVL with and into HCAL, the

                                                                              shareholders of HPVL will be issued 1,374 shares of Rs. 10 each of HCAL.

                                                                                          Pursuant to the proposed amalgamation of HVCL with and into HCAL, the
                                                                                          shareholders of HVCL will be issued 638 shares of Rs. 10 each of HCAL.

 f)        Brief details of change in shareholding pattern (if any) of listed entity      Upon the Scheme becoming effective, HCAL will issue equity shares (as

                                                                              mentioned above) to the shareholders of HPVL and HVCL as on the record date.
                                                                                          There would be no change in the shareholding pattern of the Corporation on
                                                                                          account of the above transaction.

 

We request you to bring the above to the notice of all concerned.

 

Thank you,

 

Yours faithfully,

For Housing Development Finance Corporation Limited

 

 

Ajay Agarwal

Company Secretary

 

cc: London Stock Exchange,

10, Paternoster Square, London, EC4M 7LS

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