REG - Housing Dev Fin Corp - Proposed Acquisition of equity share capital

Housing Development FinanceAnnouncement

19/06/2019 13:30

RNS Number : 7899C
Housing Development Fin. Corp. Ltd.
19 June 2019
 


Ref. No. SE/ 2019-20/88
June 19, 2019
 
BSE Limited                                                               National Stock Exchange of India Limited
P. J. Towers                                                                 Exchange Plaza, Plot No. C/1
Dalal Street                                                                 Bandra-Kurla Complex, Bandra (East)
Mumbai 400 001.                                                        Mumbai 400 051.
 
Kind Attn:    Sr. General Manager                          Kind Attn: Head - Listing
                      DCS - Listing Department
 
Dear Sirs,
           
Sub:     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 Corporation has today entered into agreements for acquiring up to 51.2% of the equity share capital of Apollo Munich Health Insurance Company Limited ("Apollo Munich"), from Apollo Energy Company Limited, Apollo Hospitals Enterprise Limited, the subscribers to the memorandum of association of Apollo Munich and certain other shareholders ("Apollo Munich Proposed Acquisition"), subject to receipt of requisite approvals (including the National Housing Bank, Insurance Regulatory and Development Authority of India, Competition Commission of India and/ or such other approval from other governmental authorities.
 
We further wish to inform you that the Corporation has today, in principle, granted its no objection to the proposed merger of Apollo Munich with HDFC ERGO General Insurance Company Limited (a subsidiary of the Corporation), subject to the finalization of swap ratio and other terms of the Scheme of Amalgamation, and subject to receipt of requisite regulatory, statutory, judicial and other approvals.
 
The details required to be disclosed under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is as below:
 




Particulars


Details




Name of the target entity, details in brief such as size, turnover etc.


Apollo Munich Health Insurance Company Limited ("Apollo Munich").
 
Apollo Munich is licensed as a general insurer and specializes in the health insurance business in India. It is a joint venture between the Apollo Hospitals group and Munich Health Holding AG.
 
For the year ended March 31, 2019, Apollo Munich had a Gross Written Premium of ` 2,194.4 crore. As at March 31, 2019, the paid-up share capital of Apollo Munich is ` 358.41 crore.




Whether the acquisition would fall within related party transaction(s) and 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'.
 


The Apollo Munich Proposed Acquisition is not a related party transaction for the Corporation. Further, the Corporation is neither owned nor controlled, directly or indirectly, by any person, entity or government and does not owe allegiance to any promoter or promoter group.
 
However, post the Proposed Acquisition, Apollo Munich is proposed to be merged with and into HDFC ERGO General Insurance Company Limited (HDFC ERGO), a subsidiary of the Corporation ("Proposed Merger") on the terms to be agreed between the relevant parties to the Proposed Merger and subject to the receipt of regulatory, statutory and judicial approvals, (including the approvals from National Housing Bank, Insurance Regulatory and Development Authority of India, Competition Commission of India and/ or such other approval from other governmental authorities).
 
The Corporation currently holds 50.49% of the paid-up share capital of HDFC ERGO.
 




Industry to which the entity being acquired belongs.
 


Apollo Munich specializes in the health insurance business in India.




Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)
 


The Corporation has presence in general insurance segment through its subsidiary HDFC ERGO, which is also engaged in the health insurance business in India.
 
The Corporation foresees that health insurance has tremendous potential and hence the Corporation has agreed to acquire up to 51.2% of the shares of Apollo Munich. The ultimate business objective is to consolidate Apollo Munich's health insurance business into HDFC ERGO. However, with the objective of achieving synergies and efficiencies in operations, it is proposed to effectuate the overall business objective by way of the Apollo Munich Proposed Acquisition followed by the Proposed Merger.
 




Brief details of any governmental or regulatory approvals required for the acquisition


The Apollo Munich Proposed Acquisition and the Proposed Merger is subject to requisite approvals including from the National Housing Bank (NHB), Insurance Regulatory and Development Authority of India (IRDAI), Competition Commission of India (CCI) and the concerned National Company law Tribunal (concerning the Proposed Merger).
 




Indicative time period for completion of the acquisition


The Apollo Munich Proposed Acquisition is expected to be completed within a period 4 months and the Proposed Merger is expected to be completed within a period of 9 months, subject to fulfillment of certain conditions precedent and further subject to regulatory, statutory, judicial and other requisite approvals.
 




Nature of consideration - whether cash consideration or share swap and details of the same.
 


The shares of Apollo Munich will be acquired through full cash consideration.




Cost of acquisition or the price at which the shares are acquired


Total consideration to be paid by the Corporation to all selling shareholders of Apollo Munich:
 
` 1,346.84 crore, subject to any adjustment under the terms of the relevant share purchase agreements.
 




Percentage of shareholding/ control acquired and / or number of shares acquired.
 


Equity shares of Apollo Munich representing 51.2% of its share capital (currently 18,39,03,862 equity shares of ` 10 each).
 




Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information


Apollo Munich specializes in the health insurance business in India.
 
It was incorporated in 2007 and has a pan India presence through its branches.
 
Gross Written Premiums for last 3 FY:
FY 2018-19: ` 2,194.4 crore
FY 2017-18: ` 1,717.5 crore
FY 2016-17: ` 1,301.9 crore




 
Please note that subsequent to the above mentioned Apollo Munich Proposed Acquisition, Apollo Munich would become a subsidiary company of the Corporation.
 
We also wish to inform you that the Board of Directors of HDFC ERGO and Apollo Munich at their respective meetings held today have approved the in principle draft Scheme of Amalgamation ("Scheme of Amalgamation") for the amalgamation of Apollo Munich with and into HDFC ERGO under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, subject to the approval of the swap ratio and other terms of the Scheme of Amalgamation and further subject to the receipt of requisite approvals from the National Housing Bank, Insurance Regulatory and Development Authority of India, Competition Commission of India and the concerned National Company Law Tribunal and other regulatory, statutory and other governmental approvals. Copy of letter received from HDFC ERGO is enclosed.
 
A press release being issued in the above connection is also enclosed.
 
You are requested to take note of the above and arrange to bring this to the notice of all concerned.
 
Thank you,
 
Yours faithfully,
For Housing Development Finance Corporation Ltd.
 
 
 
Ajay Agarwal
Company Secretary
 
Encl. a/a
 
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http://www.rns-pdf.londonstockexchange.com/rns/7899C_1-2019-6-19.pdf
http://www.rns-pdf.londonstockexchange.com/rns/7899C_2-2019-6-19.pdf




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