Aegis Logistics Ltd. — Capital/Financing Update 2021

Jul 12, 2021

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July 12, 2021

To, The Secretary, Market Operations Department, The BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai–400 023. Scrip Code: 500003	Capital Market Operations The National Stock Exchange of India Ltd. Exchange Plaza, 5thFl., Plot No.C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai–400 051. Scrip Code: AEGISCHEM

Dear Sir,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015

Aegis Logistics Limited (“ Company ”), Vopak India B.V. (“ Vopak ”) and the Company’s wholly owned subsidiary Aegis LPG Logistics (Pipavav) Limited (“ ALLPL ”) have entered into a Share Subscription Agreement wherein ALLPL is desirous of issuing to Vopak, and Vopak, has agreed to subscribe to, the subscription shares, on the terms and subject to the conditions contained in the Share Subscription Agreement, such that upon completion of the subscription to shares pursuant to the said agreements, the Company shall hold the legal and beneficial ownership to 51% of the share capital of ALLPL and Vopak shall hold the legal and beneficial ownership to 49% of the share capital of ALLPL.

This disclosure is being made pursuant to Para B of Part A of Schedule III as provided in Regulation 30(3) of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. The disclosure is attached as ‘ Annexure A ’.

You are requested to take note of the same.

Thanking You,

Yours Faithfully,

For Aegis Logistics Limited

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Monica Gandhi

Company Secretary

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ANNEXURE A

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Sr. Items for Disclosure Description
No.
1. Name(s) of parties with whom the The Company, Vopak and ALLPL
agreement is entered; have entered into a Share
Subscription Agreement (“ SSA ”).
2. Purpose of entering into the The Company has entered into the
agreement SSA with respect to the
subscription by Vopak to equity
shares of ALLPL representing 49%
of the paid-up share capital of
ALLPL, subject to the terms and
conditions set out in the SSA.
3. Size of the agreement Equity shares representing 49% of
the paid-up share capital of ALLPL
are proposed to be issued by ALLPL
for an aggregate base consideration
of INR 14,861,850,000 (Rupees
fourteen billion eight hundred and
sixty-one million eight hundred and
fifty thousand) subject to
adjustments as contemplated in the
SSA.
ALLPL is a wholly owned subsidiary
4. Shareholding, if any, in the entity
of the Company at the time of
with whom the agreement is executed
execution of the Share Subscription
Agreement.
5. Significant terms of the agreement (in The Company and ALLPL are
brief) special rights like right to required to indemnify Vopak in the
appoint directors, first right to share event of, inter alia , a breach of the
subscription in case of issuance of representations and warranties
shares, right to restrict any change in provided to Vopak in the SSA in
capital structure etc relation to the allotment of shares
in ALLPL, subject to the limitations
set forth in the SSA.
The parties to the SSA do not form
6. Whether, the said parties are related
part of the Promoter/ Promoter
to promoter/promoter group/ group
group of the Company
companies in any manner. If yes,
nature of relationship
7. Whether the transaction would fall Not applicable
within related party transaction? If
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	yes, whether the same is done at “arms length”
8.	In case of issuance of shares to the parties, details of issue price, class of shares issued	Equity shares representing 49% of the paid-up share capital of ALLPL are proposed to be issued by ALLPL for an aggregate base consideration of INR 14,861,850,000 (Rupees fourteen billion eight hundred and sixty-one million eight hundred and fifty thousand) subject to adjustments as contemplated in the SSA.
9.	In case of loan agreements, details of lender, nature of the loan, total amount of loan granted, total amount outstanding, date of execution of the loan agreement/sanction letter, details of the security provided to the lenders for such loan	Not applicable
10.	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
11.	In case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a. Name of parties to the agreement; b. Nature of the agreement; c. Date of execution of the agreement; d. Details of amendment and impact thereof or reasons of termination and impact thereof.	Not applicable

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