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360 ONE WAM LIMITED — Regulatory Filings 2024
Jan 25, 2024
61416_rns_2024-01-25_f2447983-605e-40ce-bc34-8923f33020cf.pdf
Regulatory Filings
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January 25, 2024
The Manager, The Manager, Listing Department, Listing Department, BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Tower, Exchange Plaza, 5 Floor, Plot C/1, G Block, Dalal Street, Bandra ‐ Kurla Complex, Bandra (E), Mumbai 400 001. Mumbai 400 051. BSE Scrip Code: 542772 NSE Symbol: 360ONE
Dear Sir / Madam,
Subject: Disclosure of material events with respect to subsidiaries of the Company, under Regulation 30(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations, 2015”)
Dear Sir / Madam,
This is further to our intimation dated January 13, 2024, informing grant of approval by the shareholders of the Company vide special resolution, for proposed transfer of business from 360 ONE Asset Management Limited (formerly known as IIFL Asset Management Limited), a wholly owned material subsidiary of the Company (“Transferor”) , to 360 ONE Alternates Asset Management Limited, also a wholly owned subsidiary of the Company (“Transferee”) , via a business transfer agreement.
Pursuant to Regulation 30 of the Listing Regulations, 2015, we wish to inform you that today the Transferor and Transferee have executed the Business Transfer Agreement (“BTA”) .
The disclosures required in terms of Clause B(5) of Annexure I of the SEBI Circular bearing reference no. SEBI/HO/CFD/CFD‐PoD‐1/P/CIR/2023/123 dated July 13, 2023, are enclosed herewith as ‘Annexure 1’ .
Please take the same on your records.
Thanking you. Yours truly, For 360 ONE WAM LIMITED (formerly known as IIFL Wealth Management Limited)
ROHIT Digitally signed by ROHIT SHRINIWAS BHASE DN: c=IN, o=PERSONAL, title=2863, pseudonym=adf03087596c449a948dcd5b20a184a4, 2.5.4.20=f3ccb280e3934ee3cab27d2a8d39 SHRINIWA 57f3b42d472b212e856194b18be1d313495c, postalCode=400606, st=Maharashtra, serialNumber=f3a29d477a6af302b6e99449 0a879ca18ef7c528c4cce233d82e23f8dfd4e S BHASE 0bb, cn=ROHIT SHRINIWAS BHASE Date: 2024.01.25 18:58:13 +05'30' Rohit Bhase Company Secretary ACS: 21409
360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)
Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013
Tel (91-22) 4876 5600 Fax (91-22) 4646 4706 Email [email protected] www.360.one
CIN: L74140MH2008PLC177884
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Annexure 1
Details in terms of SEBI Circular dated July 13, 2023
| Details in terms of SEBI Circular dated July 13, 2023 | Details in terms of SEBI Circular dated July 13, 2023 | Details in terms of SEBI Circular dated July 13, 2023 | Details in terms of SEBI Circular dated July 13, 2023 | Details in terms of SEBI Circular dated July 13, 2023 |
|---|---|---|---|---|
| S.N.ParticularsDetailsa.Name(s) of parties with whom the agreement isenteredThe Business Transfer Agreemententered between 360 ONE Asset MLimited(formerlyknownas Management Limited)(“TransferorONE Alternates Asset Manageme(“Transferee”). | ||||
| S.N. | Particulars | Details | ||
| a. | Name(s) of parties with whom the agreement isentered | The Business Transfer Agreemententered between 360 ONE Asset MLimited(formerlyknownas Management Limited)(“TransferorONE Alternates Asset Manageme(“Transferee”). | ||
| b. | Purpose of entering into the agreement | To transfer business consisting of managementof the alternative investment funds in thecapacity of acting as an investment managerregistered with Securities and Exchange Boardof India**(“AIF Business”)including the co‐investment Portfolio Management Business(“Co‐invest PMS”)**in the capacity of a co‐investment portfolio manager, from Transferorto Transferee. | ||
| c. | Size of agreement | The consideration of Rs. 180 crores, withadjustments as per the BTA as on the date ofconsummation of the BTA shall be payable bythe Transferee to the Transferor for the transferof business as aforesaid. | ||
| d. | Shareholding, if any, in the entity with whomthe agreement is executed | Both Transferor and Transferee are whollyowned subsidiaries of the Company. | ||
| e. | Significant terms of the agreement (in brief)special rights like right to appoint directors, firstright to share subscription in case of issuance ofshares, right to restrict any change in capitalstructure etc. | None. | ||
| f. | Whether the said parties are related topromoter / promoter group / group companiesin anymanner. Ifyes,nature of relationship | Both Transferor and Transferee are whollyowned subsidiaries of the Company. | ||
| g. | Whether the transaction would fall withinrelated party transactions? If yes, whether thesame is done at “arm’s length” | 1. Transferor and Transferee are relatedparties to each other as both are whollyowned subsidiaries of the Company. |
360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)
Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013
Tel (91-22) 4876 5600 Fax (91-22) 4646 4706 Email [email protected] www.360.one
CIN: L74140MH2008PLC177884
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| 2. The transaction is entered at arm’s lengthbasis. | ||
|---|---|---|
| h. | In case of issuance of shares to the parties,details of issue price, class of shares issued | Not applicable, as the consideration under theBTA shall be paid by the Transfreee to theTransferor,in cash through bankingchannel. |
| i. | In case of loan agreements, details of lender /borrower, nature of the loan, total amount ofloan granted / taken, total amount outstanding,date of execution of the loan agreement /sanction letter, details of the security providedto the lenders / by the borrowers for such loanor in case outstanding loans lent to a party orborrowed from a party become material on acumulative basis. | Not applicable. |
| j. | Anyotherdisclosuresrelatedtosuchagreements, viz., details of nominee on theboard of directors of the listed entity, potentialconflict of interest arising out of suchagreements,etc. | Not applicable, as the Company is not party tothe BTA. |
| k. | In case of termination or amendment ofagreement,listedentityshalldiscloseadditional details to the stock exchange(s):i. name of parties to the agreement;ii. nature of the agreement;iii. date of execution of the agreement;iv. details of amendment and impact thereof orreasons of termination and impact thereof. | Not applicable. |
360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)
Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013
Tel (91-22) 4876 5600 Fax (91-22) 4646 4706 Email [email protected] www.360.one
CIN: L74140MH2008PLC177884