REG - Housing Dev Fin Corp - Update - Scheme of Amalgamation <Origin Href="QuoteRef">HDFC.NS</Origin>

Housing Development FinanceAnnouncement

08/08/2016 14:15

RNS Number : 5666G
Housing Development Fin. Corp. Ltd.
08 August 2016
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Ref. No.: SE/2016-17/123
August 8, 2016
BSE Limited National Stock Exchange of India Limited
P. J. Towers Exchange Plaza, 5th Floor, Plot No. C/1
Dalal Street G Block, 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,
Ref: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
This is further to our letters dated June 17, 2016 and July 1, 2016 informing you that the Board of Directors of HDFC Standard Life Insurance Company Limited ("HDFC Life"), a material unlisted subsidiary of Housing Development Finance Corporation Limited (the "Corporation"), Max Life Insurance Company Limited ("Max Life") and Max Financial Services Limited ("Max Financial"), at their respective meetings held on June 17, 2016, had approved entering into a confidentiality, exclusivity and standstill agreement to evaluate a potential combination through a merger of Max Life and Max Financial into HDFC Life through a scheme of arrangement.
In relation to the above, we wish to inform you that a committee of the Board of Directors of the Corporation has, at its meeting held today, i.e., on August 8, 2016, approved the entering into definitive agreements for amalgamation of business between the above entities through a composite Scheme of Arrangement ("Scheme"). As a part of the proposed transaction, the life insurance business of Max Financial, currently held through Max Life, would be finally amalgamated with HDFC Life and all other business of Max Financial would be finally amalgamated into Max India Limited. The shares of HDFC Life are proposed to be listed on BSE Limited and the National Stock Exchange of India Limited as a consequence of the Scheme.
Pursuant to the said scheme and subject to receipt of the requisite approvals, the shareholding of the Corporation in HDFC Life post completion of the proposed transaction would be 42.5% and consequently HDFC Life would cease to be a subsidiary of the Corporation. 
A copy of the press release issued by HDFC Life in this regard, is enclosed for your necessary information.
We further wish to inform you that the Corporation has entered into a Merger Co-operation Agreement with various parties for proper and smooth implementation of the proposed transaction. The said agreement is subject to various conditions precedent. Details of the Merger Co-operation Agreement in terms of SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, are provided herein below:

Merger Co-operation Agreement
Name(s) of parties with whom the agreement is entered 
a. Mr. Analjit Singh
b. Mrs. Neelu Analjit Singh
c. Mr. Veer Singh
d. Ms. Tara Singh Vachani
e. Ms. Piya Singh
f. Pen Investments Limited
g. Pivet Finances Limited
h. Medicare Investments Limited
i. Maxopp Investments Limited
j. Maxpak Investment Limited
k. Liquid Investment and Trading Company Private Limited
l. Cheminvest Limited
m. Boom Investments Private Limited
n. Mohair Investment and Trading Co Private Limited
o. P V T Investment Limited
p. Max Ventures Investment Holdings Private Limited
q. Max Financial Services Limited
r. Max Life Insurance Company Limited
s. Max India Limited
t. Housing Development Finance Corporation Limited
u. Standard Life (Mauritius Holdings) 2006 Limited; and
v. HDFC Standard Life Insurance Company Limited.
Purpose of entering into the agreement 
To ensure co-operation between the parties for undertaking the transactions proposed under the Scheme. 
Shareholding, if any, in the entity with whom the agreement is executed 
The Corporation holds 122,97,60,125 equity shares of Rs. 10 each in HDFC Life representing 61.58% of the total issued and paid-up capital of HDFC Life.
Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.
The Merger Co-operation Agreement is being entered into to ensure co-operation between the parties for undertaking the transactions proposed under the Scheme. 
Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship 
HDFC Life is a material subsidiary of the Corporation.
Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"
Not Applicable
In case of issuance of shares to the parties, details of issue price, class of shares issued
No shares are proposed to be issued by the Corporation to any party under the Merger Co-operation Agreement.
Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.
Not applicable. No directors are proposed to be appointed on the board of directors of the Corporation pursuant to this agreement. 
We request you to kindly take the same on record and acknowledge receipt.
Thank you.
Yours faithfully,
For Housing Development Finance Corporation Limited
Ajay Agarwal
Company Secretary
Encl: a/a
Copy to: London Stock Exchange
  10, Paternoster Square,
  London, EC4M 7LS.

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