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Aegis Logistics Ltd. — Capital/Financing Update 2023
Jun 9, 2023
60669_rns_2023-06-09_8d9bcf74-ad1b-464a-b934-6b59a1dcb67d.pdf
Capital/Financing Update
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June 9, 2023
To, The Secretary, Capital Market Operations Market Operations Department, The National Stock Exchange of India Ltd. The BSE Ltd. Exchange Plaza, 5[th] Fl., 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
This bears reference to our earlier disclosures dated 12 July, 2021 and 20 May, 2022 about having entered into: (i) a Share Subscription Agreement dated 12 July, 2021 among Aegis Logistics Limited (“ Company ”), Vopak India B.V. (“ Vopak ”) and Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited) ( “AVTL ”) and amendment agreement to the SSA dated 19 May, 2022 (collectively, “SSA”); (ii) a Shareholders Agreement dated 12 July, 2021 between the Company, Vopak and the AVTL and amendment agreement to the SHA dated 19 May, 2022 (collectively, “ SHA ”).
This also bear reference to our disclosure dated 26th May 2022 about the receipt of application money from Vopak pursuant to which Vopak was allotted 4,90,000 (four lakh ninety thousand) equity shares of AVTL representing 49% (forty nine percent) of the share capital of AVTL.
In furtherance of the above and pursuant to the SHA, Vopak has exercised its call option right granted under the SHA. Hence, the Company, Vopak and AVTL have entered into a share purchase agreement dated 09[th] June, 2023 in relation to the transfer of 13,000 (thirteen thousand) compulsory convertible preference shares of AVTL by the Company to Vopak.
This disclosure is being made as and by way of abundant caution 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. This disclosure is attached as ‘Annexure A’.
You are requested to take note of the same.
Thanking you.
Yours faithfully, For AEGIS LOGISTICS LIMITED
Monica Digitally signed by Monica Gandhi Gandhi Date: 2023.06.09 16:50:52 +05'30' MONICA GANDHI COMPANY SECRETARY
Encl: as above
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----- Start of picture text ----- ANNEXURE ASr. Items for Disclosure DescriptionNo.1. Name(s) of parties with whom the The Company has entered into a shareagreement is entered; purchase agreement (“ Share PurchaseAgreement ”) with Vopak India B.V.(“ Vopak ”) and Aegis Vopak TerminalsLimited (“ AVTL ”) (formerly known as AegisLPG Logistics (Pipavav) Limited).2. Purpose of entering into the agreement The Company, Vopak and AVTL haveentered into a Share Purchase Agreementfor transfer of 13,000 (thirteen thousand)compulsory convertible preference sharesheld by the Company in AVTL to Vopak.3. Size of agreement 13,000 (thirteen thousand) compulsoryconvertible preference shares for aconsideration of INR 585,000,000 (IndianRupees Five Hundred and Eighty FiveMillion only).4. Shareholding, if any, in the entity with The Company owns 51% of the equity sharewhom the agreement is executed capital of AVTL and Vopak owns 49% of theequity share capital of AVTL.5. Significant terms of the agreement (in brief) Not applicable.special rights like right to appoint directors,first right to share subscription in case ofissuance of shares, right to restrict anychange in capital structure etc.6. Whether, the said parties are related to AVTL is a subsidiary of the Company. Thepromoter/promoter group/ group buyer does not belong to the promoter/companies in any manner. If yes, nature of promoter group.relationship7. Whether the transaction would fall within The transaction would not fall withinrelated party transaction? If yes, whether related party transactionsthe same is done at “arms length”8. In case of issuance of shares to the parties, Not applicabledetails of issue price, class of shares issued9. In case of loan agreements, details of Not applicablelender, nature of the loan, total amount ofloan granted, total amount outstanding,date of execution of the loanagreement/sanction letter, details of thesecurity provided to the lenders for suchloan.10. Any other disclosures related to such Not applicableagreements, viz., details of nominee on theboard of directors of the listed entity,potential conflict of interest arising out ofsuch agreements, etc.11. In case of termination or amendment of Not applicable.agreement, listed entity shall discloseadditional details to the stock exchange(s):a. Name of parties to the agreement; b.Nature of the agreement; c. Date ofexecution of the agreement; d. Details ofamendment and impact thereof or reasonsof termination and impact thereof.----- End of picture text -----
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