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Cipla Ltd. — Capital/Financing Update 2019
Aug 7, 2019
59275_rns_2019-08-07_99da536c-2599-4e7f-9343-f4ecfaf295de.pdf
Capital/Financing Update
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7th August, 2019
(1) BSE Limited Listing Department, Phi raze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
(2) National Stock Exchange of India Limited Listing Department Exchange Plaza, 5[th ] floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051
Scrip Code: 500087
Scrip Code: CIPLA EQ
- (3) SOCIETE DE LA BOURSE DE LUXEMBOURG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg
Dear Sir/Madam,
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that Cipla Limited ("the Company") has signed a definitive agreement today to acquire the minority stake of Eight Roads Investment Mauritius II Limited (earlier known as FIL Capital Investments (Mauritius) II Limited) in Cipla Health Limited, subsidiary of the Company.
The details as required under the SEBI Listing Regulations are enclosed as Annexure- I.
Thanking you.
Yours faithfully,
For Cipla Limited
Rajendra Chopra Company Secretary
Encl: as above
Cipla Ltd.
Regd. Office- Ciplo House, Peninsula Business Pork, Gonpotroo Kodom t-lorg, Lower Porel, t-lumboi 400013, Indio. p ,91 22 24826000 F •91 22 24826120 w www ciplo.com E-Mail contonctus@cipla com Corporate Identity Number L24239MH1935PLC002380
Cipa
Annexure -I
| Sr. No. |
Particulars | |
|---|---|---|
| a) | Name of the target entity, details in brief suchas size, turnoveretc.; |
|
| b) | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at"arm's length"; |
|
| c) | Industrytowhichtheentitybeing acquired belongs; |
Consumer Healthcare/ OTC Industry • Cipla Health Ltd. (CHL) was created in FY'16 with the aim of making a difference to the everyday lives of consumers throughsimplifiedandinnovative solutionsinthe consumer healthcare segment. CHL grew steadily since its inception through a strong spirit of partnership between Cipla Ltd, CHL and Eight Roads Investment Mauritius II limited (formerlyknown asFILCapitalInvestments (Mauritius) II limited). EightRoadsheldminority ownership in CHL through two rounds of investment in April 2016 and August 2018. • In a mutually agreed and planned transition, Cipla Ltd and Eight Roads have today signed the definitive agreement for Cipla Ltd to acquire the minority stake of Eight Roads in CHL, thereby giving Cipla Ltd 100% ownership interest of CHL. The development comes in view of Cipla's growing focusonconsumer-facing products,andthehigh potential for synergy between the CHL and Cipla in-house portfolios. • InFY'18-19, CHL's flagship smoking cessationbrand, Nicotex, remained the undisputed market leader in its category; its Cofsils franchise saw increased market share and brand extension across trade channels; its ActivKids lmmunoBoosters became the first Cipla product to be available in modern trade, e-commerce, high-end grocers and B2B channels; its probiotic brand, UnoBiotics, became the #1 player in the LRGG (Lactobacillus Rhamnosus GG) market within 15 months of launch NA The transaction is expected to be completed within a month |
| d) | Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); Brief detailsof anygovern mentalor regulatory approvalsrequired for the acquisition; |
• • • NA |
| e) | ||
| f) | Indicative time-period for completion of the acquisition; |
|
| g) | Nature of consideration - whether cash consideration or share swap and details of the same; |
Cash consideration |
| h) | Cost of acquisition or the price at which the shares are acquired |
Cash consideration of Rs. 3500,000,000/- (Rupees Three Thousand Five Hundred Million Only)to bepaid on closingof the transaction |
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Cipla Ltd.
Reg d. Office- Ciplo House, Peninsula Business Pork, Gonpatrao Kadom Morg, Lower Porcl, Mumbai 400013, India. p •91 22 24826000 F •91 22 24826120 W www.cipla.com E-Mail [email protected] Corporate Identity Number L24239MH1935PLC002380
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I) Percentage of shareholding I control 5,34,658 Series A Compulsory Convertible Preference Shares acquired and I or number of shares (CCPS) of Rs.SO/-each, 33,039 Series A1 Compulsory Convertible acquired Preference Shares of Rs 50/- each and 1000 Equity Shares of Rs.10/- each, representing 26.16% stake, on a fully diluted basis, in the Company
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j) Brief background about the entity Cipla Health Limited was incorporated on 271h August 2015 in India. acquired in terms of products/line of It is engaged in the business of developing, manufacturing, business acquired, date of incorporation, marketing and distribution of over the counter consumer health history of last 3 years' turnover, country care products. Presently it has operations only in India. CHL's in which the acquired entity has presence turnover for FY 19 is Rs 14,782.80 lakhs, FY 18 is Rs 12,017 .871akhs, and any other significant information (in FY 17 is Rs 9,994.20 lakhs. brief)
, t)Y
Cipla Ltd.
Regd. Office- Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parcl, Mumbai 400013, India. p •91 22 24826000 F •91 22 24826120 W www cipla com E-Mail contanctus@cipla com Corporate Identity Number L24239MH1935PLC002380