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ABB India Limited Capital/Financing Update 2021

Jul 28, 2021

60284_rns_2021-07-28_898ed297-69ee-4db9-ac0b-a1f776ca2608.pdf

Capital/Financing Update

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REF:INABB:STATUT:LODR:2021:REGU30: July 28, 2021

BSE Limited P.J. Towers Dalal Street Mumbai 400 001 National Stock Exchange of India Limited Exchange Plaza, 5 th floor Plot No. C/1 , G Block Bandra-Kurla Complex, Bandra (E) Mumbai 400 051

Attn: Listing Dept.

Dear Sir,

Sub: Disclosure of information as per Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) Ref: BSE - 500002 / NSE - ABB

We refer to our letter dated July 27, 2021, in terms of which we informed the Stock Exchanges, in relation to the divestment by ABB Ltd, Zurich, Switzerland of its Mechanical Power Transmission division ("Dodge Business") to RBC Bearings Incorporated.

In continuation of our communication dated June 11, 2021 with regard to the Company's proposal to divest/sell its Dodge Business, please take note that in the meeting of the Board of Directors held today i.e. July 28, 2021, the Board approved the proposal to divest/sell the Company's Dodge Business as a going concern on slump sale basis to RBC Bearings Incorporated and/or its affiliates/subsidiaries ("RBC"), for a value not less than Rs.43 Crore and on such terms and conditions as contained in a Business Transfer Agreement (BTA) that is to be executed with RBC (the "Slump Sale").

In accordance with Regulation 30 of the Listing Regulations read with SEBI Circular dated September 9, 2015, bearing reference number CIR/CFD/CMD/4/2015, disclosures in relation to the Slump Sale (based on information that is currently available) are set out below:

1. The amount and percentage of the turnover or
revenue or
income and net worth contributed by
such unit
or
division of
the listed entity during the
last financial year
Business
a
The
Dodge
had
turnover of Rs.30 Crore
which is
approximately 0.51% of the total
turnover of the Company for the
Financial
year
on
ended
December
31,
2020 and its
contribution to the net worth of
the Company, for the Financial
year ended on December
31,
2020, is less than Rs.1 Crore.
2. Date on which the agreement for sale has
been entered into
As indicated
in the preceding
paragraphs,
a
Business
Transfer Agreement has not yet
been executed.
The Company
will make appropriate updates in
relation
to
execution
of
the
Business Transfer
Agreement at
the relevant time.

Registered Office Plot No 5 & 6, 2nd Stage Peenya Industrial Area IV Peenya, Bengaluru - 560 058 Karnataka

GST : 29AAACA3834B1Z4 Phone : +91 80 2294 9150 - 54

Fax : +91 80 2294 9148

CIN : L32202KA1949PLC032923 www.abb.com/in

3. The expected date of completion
of
sale/disposal
This will be updated
once the
Business
Transfer
Agreement
has
been
executed.
It
is
anticipated that completion may
take place by end of 2021 .
4. Consideration received from such sale/disposal The Dodge Business will be sold
to RBC
for a consideration of
not
Crore.
less
than
Rs.43
The
consideration
will
be
amount
updated
the
Business
once
Transfer Agreement has been
executed.
5. Brief
details of buyers and whether any of
the
buyers
belong
to the promoter/ promoter
group/group
companies. If yes, details thereof
RBC
of
is
the
not
part
promoter/promoter group of the
Company.
RBC Bearings
Incorporated
is
manufacturer
international
an
of
and
marketer
highly
engineered
precision
bearings
and components.
Founded
in
RBC
Bearings
1919,
Incorporated
is
primarily
focused
producing
highly
on
technical
or regulated
bearing
products
and
components
requiring
sophisticated
design,
testing
and
manufacturing
capabilities
for
the diversified
industrial,
and
aerospace
defense markets. The Company
is
headquartered
in
Oxford,
Connecticut.
The buyer will be RBC Bearings
Incorporated
and/or
its
affiliates/subsidiaries.
6. Whether
the
transaction would fall within
related party
transactions? If
yes, whether the
same is done at "arms length"
Slump
Sale
The
said
transaction does not fall within
related party transaction.
Additionally, in
of
slump
sale,
indicative
case
a
disclosures
provided
for
amalgamation/merger,
shall be disclosed by the listed entity with respect
to such slump sale
7. Details in brief such as, size, turnover etc Please refer to the text above.
8. Area of business of the entity(ies); RBC Bearings
Incorporated
is
primarily focused on producing
highly
technical
regulated
or
bearing
products
and

ABBIndia Limited

Registered Office Plot No 5 & 6, 2nd Stage Peenya Industrial Area IV Peenya, Bengaluru - 560 058 Karnataka

GST : 29AAACA3834B1Z4 Phone : +91 80 2294 9150 - 54 Fax : +91 80 2294 9148

CIN : L32202KA1949PLC032923 www.abb.com/in

2

components
requiring
sophisticated
design,
testing
and manufacturing
capabilities
for
the
diversified
industrial,
aerospace
and
defense
markets.
In India, the Dodge Business is
part of the Company's Motion
Segment and involves
trading of
Power
Mechanical
Transmission Products such as
bearings, gearbox, gearmotors
etc., in India.
Rationale for the Slump Sale The Slump Sale is proposed in
to
order
allow
concentrated
focus by the Company
on its
core businesses
and
pursue
growth opportunities in line with
its strategic direction.
In case of cash consideration - amount or
otherwise share exchange ratio
Please
see
the response
at
serial number 4.
Brief details of change in shareholding
pattern (if any)of
listed entity
Not applicable.

We request you to take this on record.

For ABB India Limited

T K Sridhar Chief Financial Officer

3

ABBIndia Limited Registered Office Plot No 5 & 6, 2nd Stage Peenya Industrial Area IV Peenya, Bengaluru - 560 058 Karnataka

GST : 29AAACA3834B1Z4 Phone : +91 80 2294 9150 - 54

Fax : +91 80 2294 9148

CIN : L322O2KA1949PLCO32923 www.abb.com/in