REG - Housing Dev Fin Corp - Divestment of Stake-HDFC Credila Financial Ser Ltd
19/06/2023 18:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230619:nRSS2182Da&default-theme=true
RNS Number : 2182D Housing Development Fin. Corp. Ltd. 19 June 2023
Ref. No.: SE/2023-24/106
June 19, 2023
BSE
Limited
National Stock Exchange of India Limited
P J
Towers,
Exchange Plaza,
Dalal Street,
Bandra-Kurla Complex,
Mumbai -
400001.
Bandra (E), Mumbai - 400051.
Kind Attn: Sr. General Manager Kind Attn: Head - Listing
DCS - Listing Department
Dear Sir / Madam,
Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended ("SEBI Listing Regulations") - sale of stake in HDFC Credila Financial
Services Limited
Ref: Composite scheme of amalgamation ("Scheme") for the amalgamation of: (i)
HDFC Investments Limited and HDFC Holdings Limited, wholly-owned subsidiaries
of Housing Development Finance Corporation Limited ("the Corporation") with
and into the Corporation; and (ii) the Corporation with and into HDFC Bank
Limited ("HDFC Bank") ("Ongoing Amalgamation")
This is in furtherance to our earlier intimation dated April 4, 2022 informing
about the decision taken by the Board of Directors of the Corporation
approving the Scheme under Sections 230 to 232 of the Companies Act, 2013, and
rules and regulations thereunder, subject to receipt of various statutory and
regulatory approvals.
We also refer to our earlier intimation dated April 21, 2023, wherein we had
informed that HDFC Bank had made certain requests to the Reserve Bank of India
("RBI") and that the RBI vide its letter dated April 20, 2023, had provided
certain forbearances/ clarifications to HDFC Bank. Under the said letter, RBI
had inter alia advised that shareholding in HDFC Credila Financial Services
Limited ("HDFC Credila") (a wholly-subsidiary of the Corporation) be brought
down to 10% within two years from the effective date of the Scheme.
In this regard and pursuant to Regulation 30 read with Para A of Part A of
Schedule III of the SEBI Listing Regulations, we wish to inform you that the
Corporation has executed definitive documents on June 19, 2023 for proposed
disinvestment/ sale of approximately 13,29,49,207 equity shares of HDFC
Credila representing approximately 90% of HDFC Credila's total issued and
paid-up share capital as on date, to the Acquirers (as defined below) (the
"Proposed Transaction"), subject to regulatory approvals and dispensations
(including the RBI and Competition Commission of India) in connection with the
Proposed Transaction and continuation of HDFC Credila's business. Pursuant to
the Proposed Transaction, HDFC Credila will cease to be a subsidiary of the
Corporation, and the Corporation's shareholding in HDFC Credila will be less
than 10% of HDFC Credila's total issued and paid-up share capital.
The details required to be disclosed under Regulation 30 of the SEBI Listing
Regulations read with Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015,
in relation to the Proposed Transaction are enclosed as Annexure - I and
Annexure - II to this letter.
Kindly take the same on record.
Thank you,
Yours faithfully,
For Housing Development Finance Corporation Limited
Ajay Agarwal
Company Secretary
cc: London Stock Exchange,
10, Paternoster Square, London, EC4M 7LS
ANNEXURE I
Details pursuant to Paragraph 1 of Part A, Schedule III of the SEBI Listing
Regulations read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 9,
2015.
Sr. No. Particulars of disclosure Disclosure
1. The amount and percentage of the turnover or revenue or HDFC Credila:
income and net worth contributed by such unit or
division of the listed entity during the last financial year Total revenue of HDFC Credila during FY 2022-23: Rs. 1,352.18 crore
Net-worth of HDFC Credila as on March 31, 2023: Rs. 2,435.09 crore
2. Date on which the agreement for sale has been entered into The Investment Agreement was executed on June 19, 2023
3. The expected date of completion of sale/ disposal The closing of the Proposed Transaction shall take place on such date which
falls 15 (fifteen) Business Days from the completion of all conditions
precedent (including receipt of regulatory approvals) or such other date as
may be mutually agreed between the parties. The Long Stop Date is March 31,
2024.
4. Consideration received from such sale/ disposal Approximately INR 9060,48,84,570.50 (Rupees Nine thousand Sixty crore Forty
Eight lacs Eighty Four thousand Five Hundred Seventy and paise Fifty)*
5. Brief details of buyers and whether any of the buyers belong to the Brief details of the buyers (collectively referred to as the "Acquirers") are
promoter/ promoter group/group companies. If yes, details thereof. set out below:
(a) Kopvoorn B.V.
(b) Moss Investments Limited
(c) Defati Investments Holding B.V.
(d) Infinity Partners
Kopvoorn B.V. is part of the BPEA EQT group. Moss Investments Limited, Defati
Investments Holding B.V. and Infinity Partners are part of the ChrysCapital
group.
The Acquirers do not belong to the promoter/ promoter group/ group companies.
6. Whether the transaction would fall within related party The transaction would not fall within related party transactions.
transactions? If yes, whether the same is done at "arm's length"
7. Additionally, in case of a slump sale, indicative Not applicable
disclosures provided for amalgamation/merger, shall be disclosed
by the listed entity with respect to such slump sale
*Additionally, HDFC Credila will receive a subscription amount of upto Rs.
2003,61,00,000 (Rupees Two thousand and Three crore Sixty One lacs) as a part
of the Proposed Transaction.
ANNEXURE II
Details pursuant to Paragraph 5 of Part A, Schedule III of the SEBI Listing
Regulations read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 9,
2015.
Sr. No. Particulars of disclosure Disclosure
1. Name(s) of parties with whom the agreement is entered The Corporation has entered into an Investment Agreement and Shareholders'
Agreement (collectively, the "Transaction Documents") on June 19, 2023, with
the following parties:
(a) HDFC Credila Financial Services Limited
(b) HDFC Bank Limited
(c) Kopvoorn B.V.
(d) Moss Investments Limited
(e) Defati Investments Holding B.V.
(f) Infinity Partners
Kopvoorn B.V. is part of the BPEA EQT group. Moss Investments Limited, Defati
Investments Holding B.V. and Infinity Partners are part of the ChrysCapital
group.
Kopvoorn B.V., Moss Investments Limited, Defati Investments Holding B.V., and
Infinity Partners are collectively referred to as the "Acquirers."
2. Purpose of entering into the agreement The Transaction Documents record the sale of approximately 13,29,49,207 equity
shares of HDFC Credila by the Corporation to the Acquirers, and the respective
terms/ obligations/ rights of the Acquirers, HDFC Credila, HDFC Bank Limited
and the Corporation in connection with the Proposed Transaction.
3. Shareholding, if any, in the entity with whom the agreement is executed As on the date of this disclosure, the Corporation holds 100% of HDFC
Credila's total issued and paid-up share capital.
4. Significant terms of the agreement (in brief) special rights like right to (a) The Corporation shall have the right to nominate 1 (one) non-executive
appoint directors, first right to share subscription in case of issuance of nominee director on the board of HDFC Credila on terms as agreed under the
shares, right to restrict any change in capital structure etc. Shareholders' Agreement.
(b) The Corporation shall have customary pre-emptive rights under the
Shareholders' Agreement.
5. Whether, the said parties are related to promoter/ promoter group/ group The Corporation does not have any promoters. 100% of the shareholding of the
companies in any manner. If yes, nature of relationship. Corporation is held by public shareholders.
6. Whether the transaction would fall within related party transactions? If The transaction would not fall within related party transactions.
yes, whether the same is done at "arm's length."
7. In case of issuance of shares to the parties, details of issue price, N.A.
class of shares issued.
8. Any other disclosures related to such agreements, viz., details of nominee Please refer to sub-point 4 of this Annexure II above.
on the board of directors of the listed entity, potential conflict of interest
arising out of such agreements, etc.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCFLMRTMTJBBMJRecent news on Housing Development Finance
See all newsREG - Stock Exch Notice - Admission to ISM - 05/07/2023
AnnouncementREG - Housing Dev Fin Corp - Integrated Report for FY23
AnnouncementREG - Housing Dev Fin Corp - Updates for the quarter ended June 30, 2023
AnnouncementREG - Housing Dev Fin Corp - Annual Financial Report FY 2023
AnnouncementREG - Housing Dev Fin Corp - Outcome of Board Meeting - June 30, 2023
Announcement