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Aegis Logistics Ltd. — Capital/Financing Update 2021
Jul 12, 2021
60669_rns_2021-07-13_8f3dfc7e-31a1-4c49-8726-229b838570f9.pdf
Capital/Financing Update
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12[th] July, 2021
| To, | |
|---|---|
| The Secretary, | Capital Market Operations |
| Market Operations Department, | The National Stock Exchange of India Ltd. |
| The BSE Ltd. | Exchange Plaza, 5thFl., Plot No.C/1, |
| Phiroze Jeejeebhoy Towers, | G Block, Bandra-Kurla Complex, |
| Dalal Street, Fort, | Bandra (E), |
| Mumbai–400 023. | Mumbai–400 051. |
| Scrip Code: 500003 | Scrip Code: AEGISCHEM |
Dear Sir,
Sub: Disclosure under Regulation 30 of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015
Vopak India B.V. (“ Vopak India ”), Vopak Asia Pte., Ltd. (‘ Vopak Asia ”), Vopak Logistics Asia Pacific B.V. (“ Vopak Logistics ”), CRL Terminals Private Limited (“ CRL Terminals ”), Aegis LPG Logistics (Pipavav) Limited (“ ALLPL ”) and Aegis Logistics Limited (“ Company ”) have entered into a Share Purchase Agreement (“ SPA ”) wherein Vopak India, Vopak Asia and Vopak Logistics (collectively, “ Sellers ”) are desirous of transferring to ALLPL and ALLPL has agreed to purchase from the Sellers, the equity shares of CRL Terminals.
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 Sellers, ALLPL and the Company
the agreement is entered; have entered into a Share Purchase
Agreement (“ CRL SPA ”).
The Company has entered into the CRL
2. Purpose of entering into the
SPA with respect to the transfer of equity
agreement
shares by the Sellers to ALLPL
representing 100% of the paid-up share
capital of CRL Terminals, subject to the
terms and conditions set out in the CRL
SPA
Equity shares representing 100% of the
3. Size of agreement
paid-up share capital of CRL Terminals
are proposed to be transferred by the
Sellers for an aggregate base
consideration of INR 2,365,000,000
(Rupees Two Billion Three Hundred Sixty
Five Million Only) subject to adjustments
as contemplated in the CRL SPA.
ALLPL is a wholly owned subsidiary of
4. Shareholding, if any, in the
the Company at the time of execution of
entity with whom the agreement
the CRL SPA.
is executed
5. Significant terms of the Sellers are required to indemnify
agreement (in brief) special Company in the event of, inter alia , a
rights like right to appoint breach of the representations and
directors, first right to share warranties provided by the Sellers in the
subscription in case of issuance CRL SPA, subject to the limitations set
of shares, right to restrict any forth in the CRL SPA.
change in capital structure etc
The parties to the CRL SPA do not form
6. Whether, the said parties are
part of the Promoter/ Promoter group of
related to promoter/promoter
the Company.
group/ group companies in any
manner. If yes, nature of
relationship
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| 7. | Whether the transaction would fall within related party transaction? If yes, whether the same is done at “arms length” |
Not applicable. |
|---|---|---|
| 8. | In case of issuance of shares to the parties, details of issue price, class of shares issued |
Not applicable. |
| 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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