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Allcargo Logistics Ltd — M&A Activity 2023
Dec 21, 2023
61291_rns_2023-12-21_d3c22187-64b1-4abf-9d1c-b9c9c91bf6dd.pdf
M&A Activity
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December 21, 2023
To,
| BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001 BSE Scrip Code:532749 |
National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (East), Mumbai - 400 051 NSE Symbol:ALLCARGO |
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|---|---|---|
Dear Sir/ Madam,
- Sub: Outcome of the meeting of the Board of Directors of Allcargo Logistics Limited ("Demerged Company" or the "Company") held today in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("Listing Regulations")
The Board of Directors of the Company at its meeting held today, approved the Composite Scheme of Arrangement between Allcargo Logistics Limited ( “Allcargo” or “Demerged Company ” or “ Transferee Company 2”) , Allcargo Supply Chain Private Limited (Formerly known as Avvashya Supply Chain Private Limited), a wholly owned subsidiary of the Company (“Transferor Company 1” or “ASCPL”), Gati Express & Supply Chain Private Limited (Formerly known as Gati-Kintetsu Express Private Limited) (“Transferor Company 2” or “GESCPL”), Allcargo Gati Limited (Formerly known as Gati Limited) (“Transferee Company 1” or “Transferor Company 3” or “Gati”) and Allcargo ECU Limited, a wholly owned subsidiary of the Company ( “Resulting Company” or “ AEL ”) and their respective shareholders (the “ Scheme ”). The said Scheme inter-alia includes:
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a. the transfer by way of demerger of International Supply Chain Business of Allcargo to AEL, on a going concern basis. Consequently, the cancellation of equity shares of AEL held by Allcargo. Simultaneously, AEL will issue New Equity Shares to the shareholders of Allcargo. It will be a mirror shareholding and the same will be listed on the Stock Exchanges (“Demerger”) , pursuant to Section 230 to 232 and other relevant provisions of the Companies Act, 2013;
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b. the transfer of contract logistics and express logistics business, by way of amalgamation of ASCPL and GESCPL with and into Gati. Consequently, the cancellation of equity shares of GESCPL held by Gati and cancellation of equity shares of ASCPL held by Allcargo (hereinafter referred to as (“ Amalgamation 1 ”), pursuant to Section 230 to 232 and other relevant provisions of the Companies Act, 2013. Subsequently, the issue and allotment of new equity shares by Gati to the members and shareholders of ASCPL and GESCPL; and
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c. The transfer by way of amalgamation of Gati with and into Allcargo . Consequently, the cancellation of equity shares of Gati held by Allcargo. Simultaneously, Allcargo will issue new equity shares to the shareholders of Gati and the same shall be listed on the Stock Exchanges (hereinafter referred to as ( “Amalgamation 2" ), pursuant to Section 230 to 232 and other relevant provisions of the Companies Act, 2013.
Appointed date for Demerger and Amalgamation 1 shall be October 01, 2023 and Appointed date for Amalgamation 2 shall be Effective date i.e. the date on which all the conditions and matters in relation to the Scheme have been fulfilled.
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]
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The said Scheme would be subject to requisite approvals of the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other statutory / regulatory authorities, including those from the shareholders of the Allcargo, ASCPL, GESCPL, Gati and AEL, as may be applicable.
The details as required under Regulation 30 of the Listing Regulations and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, is attached as “ Annexure-A ” for Demerger and “ Annexure – B ” for Amalgamation 1 and 2.
The meeting of Board of Directors commenced at 04:00 p.m. (IST) and concluded at 09:05 p.m. (IST).
The above information will also be available on the website of the Company on https://www.allcargologistics.com.
We request you to take the above on record.
Thanking you,
Yours faithfully For Allcargo Logistics Limited DEVANAND Digitally signed by DEVANAND PARSHOTTAM PARSHOTTAM MOJIDRA Date: 2023.12.21 21:07:22 MOJIDRA +05'30' Devanand Mojidra Company Secretary & Compliance Officer Membership No.: A14644
Encl: a/a
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]
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Annexure – A (Demerger)
Disclosures pursuant to Regulation 30 of the Listing Regulations and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023
The brief details of Demerger is mentioned below:
| Sr. No. |
Particular | Details | ||
|---|---|---|---|---|
| a) | Brief details of the division(s) to be demerged |
The Company operates in International Supply Chain (“ISC”) business segment including Non-Vessel Owning Common Carrier (“NVOCC”) operations related to Less than Container Load consolidation and Full Container Load forwarding activities. Our NVOCC services are built on the strength of our nationwide and global reach with over 300 offices in 180 countries. With our global network, we serve over 2,400 global trade lanes, including 300 trade lanes that connect India to the world. The Company would demerge its ISC Business to AEL, on a going concern basis. Simultaneously, AEL will issue New Equity Shares to the shareholders of Allcargo. It will be a mirror shareholding and the same will be listed on the Stock Exchanges(“Demerger”) |
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| b) | Turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year; |
Allcargo has Turnover of ₹2,81,764 Lakhs as per Audited Standalone Financial Statement for the financial year ended on March 31, 2023, which forms 100% to the total turnover of the Company from division to be demerged. |
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| c) | Rationale for demerger; | - The Demerged Company is presently engaged, directly, & indirectly through subsidiaries, in the International Supply Chain Business as well as Express Logistics and Contract Logistics businesses through the Transferee Company 1, Transferor Company 1 and Transferor Company 2. These businesses are distinct, with different business models, industry dynamics and have unique financial and management requirements. The purpose of this Scheme is to make these businesses achieve strategic independence and financial flexibility. - Demerger of the International Supply Chain Business would enable creation of an independent company focusing on the International Supply Chain Business (in the Resulting Company). - The businesses of Transferee Company 1, Transferor Company 1 and Transferor Company 2 are complementary in nature, with similar strategies, target markets, growth opportunities, industry dynamics, |
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
e-mail id: [email protected]
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| competition, risks, and challenges. Due to close synergies between these companies, it would benefit from unified management structure. Due to legacy reasons, these businesses are undertaken by different entities and have different ownership structure. Amalgamation 1 would bring all these synergistic businesses under one entity focusing on Express Logistics and Contract Logistics businesses (in Transferee Company 2). - This Scheme will result in simplification of the corporate structure and reducing the number of legal entities. The International Supply Chain Business will be undertaken by the Resulting Company, and it will be directly owned by the shareholders. Pursuant to the Amalgamation 1 and Amalgamation 2, the Express Logistics and Contract Logistics Businesses will be undertaken by the Transferee Company 2, and it will be directly owned by the shareholders. - This will lead to focused and efficient management control, independent growth plans, financial independence, streamlining operations, and optimising costs. - The Resulting Company and Transferee Company 2 will be able to attract investors with specific knowledge, expertise and risk appetite corresponding to the business in the respective entities. Thus, each entity will have like-minded investors, thereby providing the necessary funding impetus to long-term growth strategies of each of the businesses. - The existing equity shares of the Transferor Company 3 and Transferee Company 2 are already listed on BSE and NSE. Pursuant to the Scheme, the New Equity Shares of the Resulting Company will be issued to shareholders of Demerged Company. The Scheme will also result in New Equity Shares of the Transferee Company 2 to be issued to shareholders of Transferor Company 3. These New Equity Shares will be listed on BSE and NSE. This Scheme will unlock the value for the shareholders. |
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| d) | brief details of change in shareholding pattern (if any) of all entities; |
(i) in the case of Allcargo Allcargo will not undergo any change in equity shareholding pattern as a consequence of the effectiveness of the Scheme in the context of demerger of ISC business. (ii) In the case of AEL Upon the Scheme becoming effective, the equity shares held by Allcargo in AEL shall be cancelled. AEL will issue its fully paid-up equity shares to the eligible shareholders of Allcargo as mentioned in point e) |
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
e-mail id: [email protected]
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| below, in accordance with the Scheme and the same will be listed on Stock Exchanges. |
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| e) | in case of cash consideration – amount or otherwise share exchange ratio; |
No cash consideration is payable under the Scheme. AEL will issue equity shares to the shareholders of Allcargo as under: “Upon the coming into effect of this Scheme, 1(One) fully paid-up equity share of₹2/- (Rupees Two) each of AEL for every 1(One) fully paid-up equity share of₹2/- (Rupees Two) each of Allcargo held by equity shareholder, on a proportionate basis.” |
| f) | whether listing would be sought for the resulting entity. |
Yes, the new equity shares to be issued by AEL to the equity shareholders of Allcargo as consideration under the Scheme, shall be listed on the Stock Exchanges, subject to the requisite approvals from all the relevant authorities for the same. |
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]
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Annexure – B (Amalgamation 1 and Amalgamation 2)
Disclosures pursuant to Regulation 30 of the Listing Regulations and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023
The brief details of Amalgamations is mentioned below:
| Sr. No. |
Particular | Details | Details | Details | |
|---|---|---|---|---|---|
| a) | name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc. |
The Scheme is a Composite Scheme of Arrangement which provides for: - Amalgamation of Allcargo Supply Chain Private Limited (“ASCPL”) and Gati Express & Supply Chain Private Limited (“GESCPL”) with and into Allcargo Gati Limited (“Gati”). - Amalgamation of Gati with and into Allcargo Logistics Limited (“Allcargo”). Brief details of the Networth and Turnover as on March 31, 2023 are as follows: (₹ In Lakhs) Name of Entity Net worth Turnover Allcargo 1,03,054 2,81,764 ASCPL 6,907.95 34,096.14 GESCPL 24,480 1,46,887 Gati 69,503 25,698 |
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| Name of Entity | Net worth | Turnover | |||
| Allcargo | 1,03,054 | 2,81,764 | |||
| ASCPL | 6,907.95 | 34,096.14 | |||
| GESCPL | 24,480 | 1,46,887 | |||
| Gati | 69,503 | 25,698 | |||
| b) | related party transactions? If yes, whether the same is done at “arm’s length” |
Yes, the said transaction would fall within ambit of Related Party Transaction. The Board is relying on the Report on recommendation of fair equity share entitlement ratio and swap ratio obtained from KPMG Valuation Services LLP, and PwC Business Consulting Services LLP, Registered Valuers, and Fairness opinion on the said valuation report is obtained from ICICI Securities, a SEBI registered merchant banker. Also, it is pertinent to note that MCA vide circular no 30/2014 dated July 17, 2014, has clarified that transactions arising, inter-alia, out of Compromises, Arrangements and Amalgamation will not attract requirement of section 188 of the Companies Act, 2013. |
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| c) | area of business of the entity(ies) |
- Allcargo Logistics Limited is engaged in International Supply Chain business and other support functions, as well as holding investments in ASCPL, GESCPL, Gati, etc - Allcargo Supply Chain Private Limited is engaged in Contract Logistics business - Gati Express & Supply Chain Private Limited is engaged in in Express Logistics. - Allcargo Gati Limited is engaged in Express Distribution and Supply Chain. |
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| d) | Rationale for amalgamation/ merger; |
- The Demerged Company is presently engaged, directly, & indirectly through subsidiaries, in the International Supply Chain Business as well as Express Logistics and Contract |
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]
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Logistics businesses through the Transferee Company 1, Transferor Company 1 and Transferor Company 2. These businesses are distinct, with different business models, industry dynamics and have unique financial and management requirements. The purpose of this Scheme is to make these businesses achieve strategic independence and financial flexibility.
-
Demerger of the International Supply Chain Business would enable creation of an independent company focusing on the International Supply Chain Business (in the Resulting Company). - The businesses of Transferee Company 1, Transferor Company 1 and Transferor Company 2 are complementary in nature, with similar strategies, target markets, growth opportunities, industry dynamics, competition, risks, and challenges. Due to close synergies between these companies, it would benefit from unified management structure. Due to legacy reasons, these businesses are undertaken by different entities and have different ownership structure. Amalgamation 1 would bring all these synergistic businesses under one entity focusing on Express Logistics and Contract Logistics businesses (in Transferee Company 2).
-
This Scheme will result in simplification of the corporate structure and reducing the number of legal entities. The International Supply Chain Business will be undertaken by the Resulting Company, and it will be directly owned by the shareholders. Pursuant to the Amalgamation 1 and Amalgamation 2, the Express Logistics and Contract Logistics Businesses will be undertaken by the Transferee Company 2, and it will be directly owned by the shareholders. - This will lead to focused and efficient management control, independent growth plans, financial independence, streamlining operations, and optimising costs. - The Resulting Company and Transferee Company 2 will be able to attract investors with specific knowledge, expertise and risk appetite corresponding to the business in the respective entities. Thus, each entity will have like-minded investors, thereby providing the necessary funding impetus to long-term growth strategies of each of the businesses.
-
The existing equity shares of the Transferor Company 3 and Transferee Company 2 are already listed on BSE and NSE. Pursuant to the Scheme, the New Equity Shares of the Resulting Company will be issued to shareholders of Demerged Company. The Scheme will also result in New Equity Shares of the Transferee Company 2 to be issued to shareholders of Transferor Company 3. These New
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]
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| Equity Shares will be listed on BSE and NSE. This Scheme will unlock the value for the shareholders. |
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| e) | in case of cash consideration – amount or otherwise share exchange ratio; |
No cash consideration is payable under the Scheme. Upon the coming into effect of this Scheme: Amalgamation 1: Equity Shareholders of ASCPL will get 2 (Two) equity shares of Gati of ₹2 each fully paid up, for every 10 (Ten) equity shares held in ASCPL of ₹10 each. Equity Shareholders of GESCPL will get 3475 (Three Thousand Four Hundred Seventy-Five) equity shares of Gati of ₹2 each fully paid, for every 10 (Ten) equity shares held in GESCPL of ₹2 each. Shareholders of Optionally Convertible Redeemable Preferences (“OCRPS”), of which the right to conversion has been rescinded by the shareholder, will get 1 (One) Redeemable Preference Shares (“RPS”) of Gati of ₹10 each fully paid up (on the same terms including the right to only redeem and no right of conversion), for every 1 (One) OCRPS of ₹10 each held in ASCPL. Amalgamation 2: Allcargo will issue new equity shares to the shareholders of Gati. The shareholders of Gati will get 63 (Sixty-Three) Equity Shares of ₹2/- each of Allcargo against 10 (Ten) Equity Shares of ₹2/- each held in Gati. Further, the equity shares held by Allcargo in Gati will be cancelled_._ |
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| f) | brief details of change in shareholding pattern (if any) of listed entity. |
The shareholding of Allcargo Logistics Limited will change in Amalgamation 2. The pre and post shareholding pattern of the Company would be as follows: Transferee Company 2 (Pre) Category % Promoter and Promoter Group 69.9 Public 30.1 Total 100.00 Transferee Company 2 (Post) Category % Promoter and Promoter Group 49.4 Public (Allcargo & Gati) 50.6 Total 100.00 *The % in shareholding may change upon vesting and exercise options in accordance with the Gati-ESAR 2021, subject to necessary approvals as may be required. |
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]