REG - Tata Steel Limited - Tata Steel Outcome of Board Meeting
29/05/2024 16:30
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RNS Number : 3338Q Tata Steel Limited 29 May 2024
May 29, 2024
London Stock Exchange
London
Dear Madam, Sirs,
Sub: Outcome of Board meeting
The Board of Directors ('Board') of Tata Steel Limited ('Company') at its
meeting held today, i.e., May 29, 2024, inter alia, transacted the following
business:
1. Financial Results
(a) Considered and approved the audited Standalone and unaudited
Consolidated Financial Statements and Results of the Company for the quarter
ended
March 31, 2024.
(b) Considered and approved the audited Standalone and Consolidated
Financial Statements and Results of the Company for the financial year ended
March 31, 2024.
The financial information as required to be provided in terms of Regulation 52
of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of the Financial
Results.
Price Waterhouse & Co. Chartered Accountants LLP, the Statutory Auditors
of the Company have issued Auditors' Report(s) with an unmodified opinion on
the Financial Results of the Company for the financial year ended March 31,
2024. Further, there are no opinions/ adverse remarks provided by the auditors
in their Audit Report(s) which have bearing on the interest payment /
principal repayment capacity of the Company.
A copy of the said results together with the Auditors' Report for the
financial year ended
March 31, 2024, are enclosed herewith.
http://www.rns-pdf.londonstockexchange.com/rns/3338Q_1-2024-5-29.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3338Q_1-2024-5-29.pdf)
These are also being made available on the website of the Company at
www.tatasteel.com (http://www.tatasteel.com)
2. Dividend and 117(th) Annual General Meeting
Recommended a dividend of ₹3.60 per Ordinary (Equity) Share of face value
₹1/- each (360%) to the shareholders of the Company for FY2023-24.
The dividend recommended by the Board of Directors of the Company is subject
to the approval of the shareholders at the ensuing Annual General Meeting
(AGM) of the Company scheduled to be held on Monday, July 15, 2024.
The dividend, if approved by the shareholders at the AGM, will be paid,
subject to deduction of applicable tax at source, on and from Friday, July 19,
2024.
3. Record Date
Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has fixed Friday, June 21, 2024, as
the Record Date for determining the Members entitled to receive the dividend
for the financial year ended
March 31, 2024.
4. Issue of Non-Convertible Debentures (NCDs)
Reviewed the financing plan of the Company and based on the review, approved
issue of additional debt securities, in one or more tranches, up to ₹3,000
crore in the form of NCDs on private placement basis (Issue).
Further, the Board of Directors has authorized a Committee of Directors to
determine and approve the quantum, timing and terms and conditions of the
issue of the NCDs.
5. Investment in T Steel Holdings Pte. Ltd
(a) Approved the proposal to infuse funds up to USD 2.11 Billion
(~₹17,407.50 crore), by way of subscription to equity shares of T Steel
Holdings Pte. Ltd (TSHP), wholly owned foreign subsidiary of the Company, in
one or more tranches, during FY2024-25.
(b) Approved the proposal to convert debt instruments aggregating to USD 565
Million (~₹4,661.25 crore) held by the Company in TSHP into equity shares,
during
FY2024-25. The Company will continue to hold these converted equity shares.
Further details on the proposed fund infusion and conversion of debt
instruments, as mentioned above, forms part of Annexure A, enclosed herewith.
Further, please find enclosed herewith the Press Release and Investor
Presentation to be made to Analysts / Investors.
These disclosures are being made pursuant to the applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended.
This is for your information and records.
Annexure A
SN Particulars Details
1. Name of the target entity, details in brief such as size, turnover etc. T Steel Holdings Pte. Ltd. ('TSHP') is a wholly owned subsidiary of Tata Steel
Limited, incorporated in Singapore on July 5, 2006. The primary business of
TSHP includes holding of equity shares of indirect overseas subsidiaries of
Tata Steel Limited and other entities, excluding banks.
Tata Steel Limited routes its investment into overseas businesses through
TSHP.
The total income, PAT and Net worth of TSHP as per the previous three years
audited financial statements is:
₹ crore
Particulars FY 2023 FY2022 FY2021
Total Income 1,089.60 785.95 81.19
PAT (4,366.70) (0.20) (0.20)
Net worth 19,699.87 22,162.53 22,498.19
2. Whether the acquisition would fall within related party transaction(s) and Yes.
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 "arm's length"
TSHP is a wholly owned subsidiary of Tata Steel Limited. With the proposed
infusion of funds through subscription in equity shares aggregating up to USD
2.11 Billion (approx. ₹17,407.50 crore), TSHP will continue to be a wholly
owned subsidiary of Tata Steel Limited.
The proposed fund infusion will be used by TSHP to repay the existing external
debt at offshore entities and to support the restructuring costs at Tata Steel
UK Limited.
Further, existing debt instruments aggregating up to USD 565 million, held by
Tata Steel Limited in TSHP will also be converted into equity shares of TSHP
to be held by Tata Steel Limited.
The transaction(s) will be carried out in compliance with all applicable laws.
3. Industry to which the entity being acquired belongs Investment Holding Company
4. Objects and effects of acquisition (including but not limited to, disclosure Tata Steel Limited proposes to infuse funds up to USD 2.11 billion (approx.
of reasons for ₹17,407.50 crore) in TSHP in the form of equity subscription.
acquisition of target entity, if its business is outside the main line of
business of the listed entity)
The funds will be utilised towards repayment of external debt in Tata Steel's
offshore subsidiaries and to support the restructuring cost in Tata Steel UK
Limited, wholly owned subsidiary of Tata Steel Limited.
Further, the existing debt instruments of USD 565 million (approx. ₹4,661.25
crore), held by Tata Steel Limited in TSHP will be converted into equity
shares of TSHP which will continue to be held by Tata Steel Limited.
With the above transactions, Tata Steel Limited will continue to hold 100%
equity shareholding in TSHP.
5. Brief details of any governmental or regulatory approvals required for As per Foreign Exchange Management (Overseas Investment) Directions, 2022
the prior approval from Reserve Bank of India (RBI) will be required for
acquisition investment beyond USD 1 Billion in the financial year FY 2024-25.
Necessary approvals from RBI will be obtained before executing the proposed
transactions.
6. Indicative time period for completion of the acquisition The fund infusion is proposed to be made during FY 2024-25, in multiple
tranches.
The conversion of debt instrument into equity shares is proposed to be made
during FY 2024-25.
7. Nature of consideration - whether cash consideration or share Fresh infusion in TSHP will be against cash consideration.
swap or any other form and details of the same
Existing debt instruments issued will be converted into equity.
8. Cost of acquisition or the price at which the shares are acquired Subscription to equity: USD 2.11 Billion (approx. ₹17,407.50 crore)
Conversion of debt instrument to equity: USD 565 Million (approx. ₹4,661.25
crore)
9. Percentage of shareholding/control acquired and/or number of shares acquired Tata Steel Limited holds 100% equity shareholding in TSHP. Post the proposed
transactions, Tata Steel Limited will continue to hold 100% of equity
shareholding in TSHP.
10. Brief background about the entity acquired in terms of products/line of Provided in Point 1 of this table.
business acquired, date of incorporation, history of last 3 years turnover,
country in which the acquired entity has presence and any other significant
information (in brief)
2.
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 "arm's length"
Yes.
TSHP is a wholly owned subsidiary of Tata Steel Limited. With the proposed
infusion of funds through subscription in equity shares aggregating up to USD
2.11 Billion (approx. ₹17,407.50 crore), TSHP will continue to be a wholly
owned subsidiary of Tata Steel Limited.
The proposed fund infusion will be used by TSHP to repay the existing external
debt at offshore entities and to support the restructuring costs at Tata Steel
UK Limited.
Further, existing debt instruments aggregating up to USD 565 million, held by
Tata Steel Limited in TSHP will also be converted into equity shares of TSHP
to be held by Tata Steel Limited.
The transaction(s) will be carried out in compliance with all applicable laws.
3.
Industry to which the entity being acquired belongs
Investment Holding Company
4.
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)
Tata Steel Limited proposes to infuse funds up to USD 2.11 billion (approx.
₹17,407.50 crore) in TSHP in the form of equity subscription.
The funds will be utilised towards repayment of external debt in Tata Steel's
offshore subsidiaries and to support the restructuring cost in Tata Steel UK
Limited, wholly owned subsidiary of Tata Steel Limited.
Further, the existing debt instruments of USD 565 million (approx. ₹4,661.25
crore), held by Tata Steel Limited in TSHP will be converted into equity
shares of TSHP which will continue to be held by Tata Steel Limited.
With the above transactions, Tata Steel Limited will continue to hold 100%
equity shareholding in TSHP.
5.
Brief details of any governmental or regulatory approvals required for
the
acquisition
As per Foreign Exchange Management (Overseas Investment) Directions, 2022
prior approval from Reserve Bank of India (RBI) will be required for
investment beyond USD 1 Billion in the financial year FY 2024-25.
Necessary approvals from RBI will be obtained before executing the proposed
transactions.
6.
Indicative time period for completion of the acquisition
The fund infusion is proposed to be made during FY 2024-25, in multiple
tranches.
The conversion of debt instrument into equity shares is proposed to be made
during FY 2024-25.
7.
Nature of consideration - whether cash consideration or share
swap or any other form and details of the same
Fresh infusion in TSHP will be against cash consideration.
Existing debt instruments issued will be converted into equity.
8.
Cost of acquisition or the price at which the shares are acquired
Subscription to equity: USD 2.11 Billion (approx. ₹17,407.50 crore)
Conversion of debt instrument to equity: USD 565 Million (approx. ₹4,661.25
crore)
9.
Percentage of shareholding/control acquired and/or number of shares acquired
Tata Steel Limited holds 100% equity shareholding in TSHP. Post the proposed
transactions, Tata Steel Limited will continue to hold 100% of equity
shareholding in TSHP.
10.
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 (in brief)
Provided in Point 1 of this table.
Note: USD to INR exchange rate assumed for reporting the proposed investments
in TSHP is taken as ₹82.5 per USD.
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