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Cipla Ltd. — Capital/Financing Update 2022
Aug 4, 2022
59275_rns_2022-08-04_e235c2f3-3946-4aa5-bd5d-cd633148a7f7.pdf
Capital/Financing Update
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4th August 2022
- (1) BSE Limited Listing Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
- (2) National Stock Exchange of India Limited Listing Department Exchange Plaza, 5th floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Scrip Code: CIPLA EQ
Scrip Code: 500087
(3) SOCIETE DE LA BOURSE DE LUXEMBOURG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg
Sub: Intimation under Regulation 30 read with Schedule Ill of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
Dear Sir/Madam,
In compliance with the provisions of Regulation 30 of the Listing Regulations and further to the intimation d,ated 9th February 2015, we hereby notify that Cipla (EU) Limited, ("Cipla EU"), wholly owned subsidiary of the Company in UK, has agreed to acquire an additional 19.16% stake in Cipla Maroc SA, joint venture and subsidiary of Cipla EU in Morocco.
Requisite details under SEBI Listing Regulations, 2015 read with Circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015 are enclosed as Annexure - I to this letter.
Please take the above information on record.
Thankyou Yours faithfully, For Cipla Limited
Raj~.
Company Secretary Prepared by: Simona Dsouza

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 Number L24239MH1935PLC002380
Annexure – I
Details as per SEBI circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015
| Sr. | Particulars | Details |
|---|---|---|
| No. | ||
| a) | Name of the target entity, details inbrief such as size, turnover etc. | Name of the target entity: Cipla Maroc SABriefDetails: Cipla Maroc SA ("JV Co.") was incorporatedin 2015, in Morocco, as a joint venture between Cipla EULimited (60%), The Pharmaceutical Institute ("PHI")(24.20%)andSocieteMarocaineDeCooperationPharmaceutique ("Cooper Pharma") (15.80%) for thepurpose of manufacturing, marketing and distribution ofpharmaceutical products in Morocco. The JV Co. hasenabledCiplaestablishafront-endpresenceinMorocco's pharmaceutical market, becoming the launchvehicleforCipla'sportfoliowhileleveragingthe |
| commercial strengths of partners. The JV Co. has amanufacturing facility set-up in Morocco and is primarilyfocussed on respiratory and CNS products.Turnover: MAD 180.13 million as on 31st March 2022. | ||
| b) | Whether the acquisition would fallwithin related party transaction(s) andwhetherthepromoter/promotergroup/ group companies have anyinterest in the entity being acquired? Ifyes, nature of interest and detailsthereof and whether the same is doneat "arm's length" | Theproposedacquisitionisnotarelatedpartytransaction under the Companies Act, 2013 or IND AS 24.For the limited purpose of Listing Regulations, thetransaction is a related party transactionand is at arm'slength.Noneofthepromoter/promotergroup/groupcompanies have any interest in the entity. |
| c) | Industry to which the entity beingacquired belongs | Pharmaceutical Industry: manufacturing and distributionof pharmaceutical products. |
Cipla
| d) | Objectsandeffects ofacquisition(including but not limited to, disclosureof reasons for acquisition of targetentity, if its business is outside themain line of business of the listedentity) | Pursuant to the change in control of PHI and as per theterms of the existing Joint Venture Agreement, PHI isdisposing off its shareholding in the JV Co. Accordingly,the entire stake held by PHI in the JV Co. will be acquiredby Cipla EU and Cooper Pharma in proportion to theirexisting shareholding ("Proposed Transaction").The JV Co. has a highly strategic product portfolio and isone of the rapidly growing businesses in the emergingmarket region for Cipla. Further investment in the JV Co.will provide an exit to PHI and will help Cipla consolidateits holding in the JV Co. and deepen its presence in astrategically important Moroccan market. |
|---|---|---|
| e) | Brief details of any governmental orregulatory approvals required for theacquisition | Not applicable. |
| f) | Indicative time-period for completionof the acquisition | The Proposed Transaction is subject to (i) signing of theshare purchase agreement between the parties theretoand (ii) completion of applicable conditions precedent asmutually agreed between parties. |
| g) | Nature of consideration - whether cashconsiderationorshareswapanddetails of the same | Cash consideration. |
| h) | Cost of acquisition or the price at whichthe shares are acquired | MAD 102.90 million (approx.) |
| i) | Percentage of shareholding / controlacquired and / or number of sharesacquired | Upon completion of acquisition, Cipla EU will hold79.16% stake in the JV Co., and balance 20.84% stake willbe held by Cooper Pharma. |
| j) | Brief background about the entityacquired in terms of products/line ofbusinessacquired,dateofincorporation, history of last 3 years'turnover,countryinwhichtheacquired entity has presence and anyother significant information (in brief) | Brief background: Please refer (a) aboveDate of Incorporation: 8th May 2015History of last 3 years turnover:FY 2021-22: MAD 180.13 millionFY 2020-21: MAD 146.04 millionFY 2019-20: MAD 128.20 millionCountry: Morocco |