BLACK BOX LIMITED — Capital/Financing Update 2020

Jun 10, 2020

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AGC/SD/SE/2020/43

June 10, 2020

AGC Networks Limited Equinox Business Park Tower 1, Off BKC LBS Marg, Kurla (West) Mumbai 400 070 T - +91 22 6661 7272 www.agcnetworks.com

Corporate Relationship Department Bombay Stock Exchange Limited P.J. Towers, Dalal Street, Fort, Mumbai–400001	Corporate Relationship Department National Stock Exchange Limited Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai-400051

Subject: Intimation under Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Acquisition

Ref.: Scrip code BSE: 500463/NSE: AGCNET

Dear Sir/Madam,

In accordance with the provisions of Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform you about the below mentioned acquisitions proposed to be undertaken by the Indirect Subsidiaries of AGC Networks Limited (“the Company”):

• Black Box Networks Services Australia Pty Ltd (“Acquirer 1”), Indirect Wholly-Owned Subsidiary of the Company, has entered into a Share Sale Agreement with Agile Group Limited (“Seller”) today i.e. on June 10, 2020, to acquire 100% stake in Pyrios Pty Limited (“Target Company 1”), for a purchase consideration of US$ 800,000/- (US Dollars Eight Hundred Thousand Only). The said acquisition is anticipated to be completed within 6 months; and

• Black Box Networks Services New Zealand Ltd (“Acquirer 2”), Indirect Wholly-Owned Subsidiary of the Company, has entered into a Share Sale Agreement with Agile Group Limited (“Seller”) today i.e. on June 10, 2020, to acquire 100% stake in Pyrios Limited (“Target Company 2”), based in Auckland, for a purchase consideration of USD 1,950,000/- (US Dollars One Million Nine Hundred and Fifty Thousand Only) with USD 7,00,000 (US Dollars Seven Hundred Thousand only) of the consideration payable at the time of closing and the balance as deferred consideration payable USD 7,50,000 (US Dollars Seven Hundred and Fifty Thousand only) after 6 months and the remaining USD 5,00,000 (US Dollars Five Hundred Thousand) of the consideration after 18 months. The said acquisition is anticipated to be completed within 6 months.

In terms of SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 the requisite details of the forgoing acquisition(s) in the prescribed format are attached herewith as “ Annexure A ” & “Annexure B” respectively.

This is for your information, record and necessary action.

Thanking You,

For AGC Networks Limited

Digitally signed by Aditya Goswami Aditya DN: cn=Aditya Goswami, c=IN, o=AGC Networks Goswami Limited Date: 2020.06.10 10:35:47 +05'30'

Aditya Goswami Company Secretary & Compliance Officer Membership No: A27365

Registered Office: Equinox Business Park, Tower 1, Off BKC, LBS Marg, Kurla (West), Mumbai - 400 070, Maharashtra, India CIN: L32200MH1986PLC040652

T +91 22 6661 7272 F +91 22 66617405

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Annexure A - Acquisition of Pyrios Pty Limited (Australia)

Details which a listed entity needs to disclose for the events that are deemed to be material as specified in Para A of Part A of Schedule III of Listing Regulations:

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring:

1.1. Acquisition (including agreement to acquire):

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Sr. Particulars Details
No.
1. Name of the target entity, details Pyrios Pty Limited (ABN 55 137 807 311) (“Pyrios AUS”)
in brief such as size, turnover etc.
 Australian Proprietary Company
 Presence in Australia
 Engaged in a business that specializes in delivery of
communications technology services, with a focus on
working with customer-driven organizations who are
aiming to enhance customer engagement levels.
 Revenue for FY2019: US$ 3.64 mn.
2. Whether the acquisition would fall The acquisition does not fall under the related party
within related party transaction(s) transactions.
and whether the promoter/
promoter group/ group companies Black Box Network Services Australia Pty Ltd (”BlackBox”),
have any interest in the entity indirect wholly-owned subsidiary of AGC Networks
being acquired? Limited, will acquire 100% stake of Pyrios AUS.
If yes, nature of interest and details
thereof and whether the same is
done at “arm’s length”;
3. Industry to which the entity being Communication Technology Service Provider
acquired belongs
4. Objects and effects of acquisition The main object of Black Box for undertaking said
(including but not limited to, acquisition is to create efficiency of scale in Australia &
disclosure of reasons for New Zealand markets and add cloud services portfolio.
acquisition of target entity, if its This acquisition will enable wide range of services to
business is outside the main line of existing customers of Pyrios and BlackBox, apart from
business of the listed entity) adding management capabilities.
5. Brief details of any governmental As per current regulations in Australia, we need FIRB
or regulatory approvals required (Foreign Investment Review Board) approval and have
for the acquisition made an application to the relevant authorities.
6. Indicative time period for Within 6 months
completion of the acquisition
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7. Nature of consideration - whether Cash Consideration only
cash consideration or share swap
and details of the same
8. Cost of acquisition or the price at USD 800,000/- (US Dollars Eight Hundred Thousand Only).
which the shares are acquired
9. Percentage of shareholding / Black Box Network Services Australia Pty Ltd will acquire
control acquired and / or number 100% stake of Pyrios Pty Limited
of shares acquired
10. Brief background about the entity i. Service Offerings:
-
acquired in terms of products/line Integration services;
-
of business acquired, date of Support services;
-
incorporation, history of last 3 Customer experience management;
-
years turnover, country in which Workforce optimization;
-
the acquired entity has presence Unified communication and collaboration; and
and any other significant - Reporting and analytics
information (in brief)
ii. Line of Business: Communications Technology Service
Provider
iii. Date of Incorporation: The company was incorporated
as a Private Australian company on 22 June 2009 under
the name of Agile Australia Group Pty Limited. The
company name was then changed to Pyrios Pty Limited
on 1 April 2016.
iv. History of Turnover:
-
Year ended March 2019: USD 3,637,379.00
-
Year ended March 2018: USD 4,458,553.00
-
Year ended March 2017: USD 2,552,892.31
v. Presence: Australia
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Annexure B – Acquisition of Pyrios Limited (New Zealand)

Details which a listed entity needs to disclose for the events that are deemed to be material as specified in Para A of Part A of Schedule III of Listing Regulations:

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring:

1.1. Acquisition (including agreement to acquire):

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Sr. Particulars Details
No.
1. Name of the target entity, details Pyrios Limited (Company Number 2298266) (“Pyrios NZ”)
in brief such as size, turnover etc.
 a company registered in Auckland
 Presence in New Zealand
 Engaged in a business that specializes in delivery of
communications technology services, with a focus on
working with customer-driven organizations who are
aiming to enhance customer engagement levels.
 Revenue for FY2019: US$ 7.39 mn.
2. Whether the acquisition would fall The acquisition does not fall under the related party
within related party transaction(s) transactions.
and whether the promoter/
promoter group/ group companies Black Box Network Services New Zealand Limited
have any interest in the entity (”BlackBox”), indirect wholly-owned subsidiary of AGC
being acquired? Networks Limited, will acquire 100% stake of Pyrios NZ.
If yes, nature of interest and details
thereof and whether the same is
done at “arm’s length”;
3. Industry to which the entity being Communication Technology Service Provider
acquired belongs
4. Objects and effects of acquisition The main object of Black Box for undertaking said
(including but not limited to, acquisition is to create efficiency of scale in Australia &
disclosure of reasons for New Zealand markets and add cloud services portfolio.
acquisition of target entity, if its This acquisition will enable wide range of services to
business is outside the main line of existing customers of Pyrios and BlackBox, apart from
business of the listed entity) adding management capabilities..
5. Brief details of any governmental None
or regulatory approvals required
for the acquisition
6. Indicative time period for Within 6 months.
completion of the acquisition
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7. Nature of consideration - whether Cash Consideration only
cash consideration or share swap
and details of the same
8. Cost of acquisition or the price at USD 1,950,000/- (US Dollars One Million Nine Hundred and
which the shares are acquired Fifty Thousand Only) with USD 7,00,000 (US Dollars Seven
Hundred Thousand only) of the consideration payable at
the time of closing and the balance as deferred
consideration payable USD 7,50,000 (US Dollars Seven
Hundred and Fifty Thousand only) after 6 months and the
remaining USD 5,00,000 (US Dollars Five Hundred
Thousand) of the consideration after 18 months.
9. Percentage of shareholding / Black Box Network Services New Zealand Limited will
control acquired and / or number acquire 100% stake of Pyrios Limited
of shares acquired
10. Brief background about the entity i. Service Offerings:
-
acquired in terms of products/line Integration services;
-
of business acquired, date of Support services;
-
incorporation, history of last 3 Customer experience management;
-
years turnover, country in which Workforce optimization;
-
the acquired entity has presence Unified communication and collaboration; and
and any other significant - Reporting and analytics
information (in brief)
ii. Line of Business: Communications Technology Service
Provider
iii. Date of Incorporation: The company was incorporated
as a private New Zealand company on 10 [th] August 2009
under the name of Agile Integration Limited. The
company name was then changed to Pyrios Limited on
1 [st] April 2016.
iv. History of Turnover:
- Year ended March 2019: USD 7,393,526.00
-
Year ended March 2018: USD 6,684,811.00
-
Year ended March 2017: USD 8,509,062.00
v. Presence: New Zealand
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