Cipla Ltd. — Capital/Financing Update 2020

Jun 10, 2020

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10[th] June 2020

(1) BSE Ltd Listing Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Scrip Code: 500087

• (2) National Stock Exchange of India Ltd Listing Department Exchange Plaza, 5[th] floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Scrip Code: CIPLA EQ

• (3) SOCIETE DE LA BOURSE DE LUXEMBOURG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg

Sub- Acquisition of stake in GoApptiv Private Limited

Dear Sirs,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that the Cipla has signed agreements on 9[th] June 2020, to acquire shares representing 21.85% stake in GoApptiv Private Limited on a fully diluted basis.

The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are enclosed as Annexure – I.

Thank you,

For Cipla Limited

RAJENDRA CHOPRA Digitally signed by RAJENDRA CHOPRA DN: c=IN, o=Personal, 2.5.4.20=4987ad48c3965cfde78c8ea69e6f40ac91535876f12ba1fa5ba45cc5cc8db6cb, postalCode=122001, st=HARYANA, serialNumber=0be85c0408d0e3afd663669f5314248a72fdcdf34d01d48d472d7cf9262696f6, cn=RAJENDRA CHOPRA Date: 2020.06.10 08:36:21 +05'30' Rajendra Chopra Company Secretary

Encls:

1. Details as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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Annexure - I

Sr. No.	Particulars	Details
a)	Name of the target entity, details in brief such as size, turnover etc.;	GoApptiv Private Limited (GoApptiv or Company) It has turnover of INR 19.03 Cr. for the financial year ending on March 31, 2020 according to its provisional financial statements.
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”;	Acquisition doesn’t fall within the purview of related party transactions. None of the promoter / promoter group / promoter companies have any interested in the acquisition.
c)	Industry to which the entity being acquired belongs;	GoApptiv offers digital solutions for integrated brand sales management, digital marketing, channel engagement for pharmaceutical companies. It also provides digital solutions for customer relationship management, patient support and healthcare data analytics.
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);	Through an equity investment, Cipla will strengthen its partnership with GoApptiv so as to enable widening reach of its key brands in the Tier 3+ towns through GoApptiv’s solutions for end-to-end brand marketing and channel engagement.

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Sr. No.	Particulars	Details
e)	Brief details of any governmental or regulatory approvals required for the acquisition;	NA
f)	Indicative time period for completion of the acquisition;	The Acquisition of 21.85% stake on a fully diluted basis will be competed in two stages: The first stage -subscription of 15,392 (Fifteen thousand three hundred and ninety-two only) Compulsorily Convertible Preference Shares and purchase of 6,927 (Six thousand nine hundred and twenty seven only) Equity Shares is expected to be closed within 30 days from the execution date, subject to certain conditions precedent(Hereinafter referred to as First Stage). The second stage -subscription of 12,314 (Twelve thousand three hundred and fourteen only) Compulsorily Convertible Preference Shares is expected to close by 31stOctober 2020, subject to certain conditions precedent (Hereinafter referred to as Second Stage).
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	First Stage-INR 5.80 Cr Second Stage-INR 3.2 Cr
i)	Percentage of shareholding / control acquired and / or number of shares acquired;	First Stage of investment: Subscription of 15,392 (Fifteen thousand three hundred and ninety-two only) Compulsorily Convertible

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Sr. No.	Particulars	Details
		Preference Shares and purchase of 6,927 (Six thousand nine hundred and twenty-seven only) Equity shares together representing a shareholding of 15.26% on a fully diluted basis Second stage of Investment: Subscription of 12,314 (Twelve thousand three hundred and fourteen only) Compulsorily Convertible Preference Shares, which would result in Cipla having a shareholding of 21.85% on a fully diluted basis.
j)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	The Company is involved in the business of offering digital solutions for integrated brand sales management, digital marketing, channel engagement for pharmaceutical companies as well digital platforms for business tracking, customer relationship management, data integration, artificial intelligence/machine learning based data analytics, patient support and assistance in India. The Company has recorded revenues of INR 19.03 Cr for the financial year ending on March 31, 2020; INR 2.48 Cr for the financial year ending on March 31, 2019; and INR 1.23 Cr in the financial year ending March 31, 2018.

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