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ABB India Limited — Capital/Financing Update 2021
Jul 28, 2021
60284_rns_2021-07-28_ee884870-c3b6-448c-bd7a-d32823cdc308.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 orrevenue orincome and net worth contributed bysuch unitordivision ofthe listed entity during thelast financial year | BusinessaTheDodgehadturnover of Rs.30 Crorewhich isapproximately 0.51% of the totalturnover of the Company for theFinancialyearonendedDecember31,2020 and itscontribution to the net worth ofthe Company, for the Financialyear ended on December31,2020, is less than Rs.1 Crore. |
|---|---|---|
| 2. | Date on which the agreement for sale hasbeen entered into | As indicatedin the precedingparagraphs,aBusinessTransfer Agreement has not yetbeen executed.The Companywill make appropriate updates inrelationtoexecutionoftheBusiness TransferAgreement atthe 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 completionofsale/disposal | This will be updatedonce theBusinessTransferAgreementhasbeenexecuted.Itisanticipated that completion maytake place by end of 2021 . |
|---|---|---|
| 4. | Consideration received from such sale/disposal | The Dodge Business will be soldto RBCfor a consideration ofnotlessthanRs.43Crore.TheconsiderationwillbeamountupdatedtheBusinessonceTransfer Agreement has beenexecuted. |
| 5. | Briefdetails of buyers and whether any oftheto the promoter/ promoterbuyersbelonggroup/groupcompanies. If yes, details thereof | RBCisofthenotpartpromoter/promoter group of theCompany. |
| RBC BearingsIncorporatedisinternationalmanufactureranandmarketerofhighlyengineeredprecisionbearingsand components.FoundedinRBC1919,BearingsIncorporatedisprimarilyfocusedproducinghighlyontechnicalor regulatedbearingproductsandcomponentsrequiringsophisticateddesign,testingandmanufacturingcapabilitiesforthe diversifiedindustrial,andaerospacedefense markets. The CompanyOxford,isheadquarteredinConnecticut.The buyer will be RBC BearingsIncorporatedand/oritsaffiliates/subsidiaries. | ||
| 6. | Whetherthetransaction would fall withinrelated partytransactions? Ifyes, whether thesame is done at "arms length" | ThesaidSlumpSaletransaction does not fall withinrelated party transaction. |
| Additionally, | ofinslumpsale,indicativecasea | fordisclosuresprovided |
| 7. | amalgamation/merger,shall be disclosed by the listed entity with respectDetails in brief such as, size, turnover etc | to such slump salePlease refer to the text above. |
| 8. | Area of business of the entity(ies); | RBC BearingsIncorporatedisprimarily focused on producinghighlytechnicalregulatedorbearingproductsand |
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


| componentsrequiringsophisticateddesign,testingand manufacturingcapabilitiesforthediversifiedindustrial,andaerospacedefensemarkets.In India, the Dodge Business ispart of the Company's MotionSegment and involvestrading of | ||
|---|---|---|
| MechanicalPowerTransmission Products such asbearings, gearbox, gearmotorsetc., in India. | ||
| 9. | Rationale for the Slump Sale | The Slump Sale is proposed intoallowconcentratedorderfocus by the Companyon itscore businessesandpursuegrowth opportunities in line withits strategic direction. |
| 10. | In case of cash consideration - amount orotherwise share exchange ratio | the responsePleaseseeatserial number 4. |
| 11. | Brief details of change in shareholdingpattern (if any)oflisted entity | Not applicable. |
We request you to take this on record.
For ABB India Limited
T K Sridhar Chief Financial Officer


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