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Cipla Ltd. — Capital/Financing Update 2022
Feb 4, 2022
59275_rns_2022-02-04_6e136133-03ce-4e2d-9579-fc9b339b0cbc.pdf
Capital/Financing Update
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4[th] February, 2022
(1) BSE Limited (2) National Stock Exchange of India Limited Listing Department, Listing Department Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] floor, Dalal Street, Plot no. C/1, G Block, Mumbai 400 001 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
Sub: Acquisition of securities in AMP Energy Green Eleven Private Limited
Dear Sir/Madam,
In compliance with the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit that in line with the commitment to enhance the share of renewable power source in its operation and to comply with regulatory requirement for being a ‘captive user’ under Indian electricity laws, Cipla Limited has entered into Share Subscription and Shareholder’s Agreement (“SSHA”) along with the Power Purchase Agreement and certain other transaction documents (collectively, “Transaction Documents”) to acquire up to 32.49% stake on a fully diluted basis in AMP Energy Green Eleven Private Limited, for setting up captive solar power project in Maharashtra.
Requisite disclosure as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure- I.
Please take the above information on record.
Yours faithfully,
For Cipla Limited
RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR CHOPRA CHOPRA Date: 2022.02.04 16:20:04 +05'30'
Rajendra Chopra
Company Secretary
Prepared by: Mandar Kurghode
Cipla Ltd.
Regd. Office - Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400 013, India P +91 22 24826000 F +91 22 24826120 W www.cipla.com E-mail [email protected] Corporate Identity Numbe r L24239MH1935PLC002380
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Annexure - I
| Sr. No. |
Particulars | Details |
|---|---|---|
| a) | Name of the target entity, details in brief such as size, turnover etc.; |
Name of the target entity: AMP Energy Green Eleven Private Limited Brief Details: AMP Energy Green Eleven Private Limited, currently a wholly owned subsidiary of AMP Energy C&I Private Limited, is a Special Purpose Vehicle formed for purpose of setting up captive solar power project in Maharashtra. Turnover: NIL as on 31stMarch 2021. |
| 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 / group companies have any interest in the entity. |
| c) | Industry to which the entity being acquired belongs; |
Generation and transmission of solar energy and other sources of renewable energy. |
| 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); |
In line with Cipla’s commitment to enhance the share of renewable power source in its operation and to comply with regulatory requirement for being a captive user under Indian electricity laws, Cipla will acquire up to 32.49% stake on fully diluted basis in AMP Energy Green Eleven Private Limited throughout the term of the Transaction Documents. Post-acquisition, AMP Energy Green Eleven Private Limited, will become an associate of Cipla Limited. |
| e) | Brief details of any governmental or regulatory approvals required for the acquisition; |
Not Applicable |
| f) | Indicative time-period for completion of the acquisition; |
Subscription to equity shares and compulsorily convertible debentures shall be completed within 2 months from the date of the signing of the Transaction |
Cipla Ltd.
Regd. Office - Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400 013, India P +91 22 24826000 F +91 22 24826120 W www.cipla.com E-mail [email protected] Corporate Identity Numbe r L24239MH1935PLC002380
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| Documents, or such other date to be mutually agreed between the parties. |
||
|---|---|---|
| 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 |
Up to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakhs only), towards the acquisition of 32.49% stake, on a fully diluted basis. |
| i) | Percentage of shareholding / control acquired and / or number of shares acquired; |
(i) Subscription to equity shares -up to 7,50,000 (Seven Lakh Fifty Thousand) equity shares of face value Rs. 10/- (Rupees Ten only) each at par. (ii) Subscription to compulsorily convertible debentures (CCD) -up to 67,500 (Sixty-Seven Thousand Five Hundred) compulsorily convertible debentures of Rs. 1000/- (Rupees One Thousand only) each. Cipla’s stake in AMP Energy Green Eleven Private Limited would be 32.49% 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) |
AMP Energy Green Eleven Private Limited was incorporated on 21stNovember 2020 in India and is engaged in business of generating, producing, accumulating, storing, improving, buying, selling, reselling, transmitting, distributing, and supplying electrical power generated using solar energy and other sources of renewable energy and developing infrastructure projects based on solar energy. History of last 3 years turnover: NIL Country: India |
Cipla Ltd.
Regd. Office - Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400 013, India P +91 22 24826000 F +91 22 24826120 W www.cipla.com E-mail [email protected] Corporate Identity Numbe r L24239MH1935PLC002380