Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

DALMIA BHARAT LIMITED M&A Activity 2022

Dec 13, 2022

59036_rns_2022-12-13_dd5f75ef-9642-4347-aa45-6d7f68629485.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [153 x 76] intentionally omitted <==

File No: 1010/1 December 13, 2022

BSE Limited National Stock Exchange of India Limited P J Towers, Dalal Street, “Exchange Plaza”, C-1, Block G Fort Mumbai-400001 Bandra – Kurla Complex, Bandra (E), Scrip Code: 542216 Mumbai – 400 051 Symbol: DALBHARAT

Sub: Disclosure of events (agreement for acquisition) under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/Madam,

In continuation to our intimation and press release dated December 12, 2022 regarding binding Framework Agreement entered by Dalmia Cement (Bharat) Limited (DCBL), wholly owned subsidiary of the Company with Jaiprakash Associates Limited and its associates for the acquisition of the Cement, Clinker and Power Plants, please find enclosed the details of the acquisitions as per Regulation 30(2) & 30(9) of the Listing Regulations read with Para A of Annexure I of Circular number CIR/CFD/CMD/4/2015 dated 9 September 2015 issued by Securities and Exchange Board of India, as Annexure-A to this letter.

This is for your information and records.

Thanking you,

Yours faithfully,

For Dalmia Bharat Limited

RAJEEV Digitally signed by RAJEEV KUMAR KUMAR Date: 2022.12.13 13:37:06 +05'30' Rajeev Kumar Company Secretary

==> picture [108 x 80] intentionally omitted <==

Dalmia Bharat Limited

11[th] & 12[th] Floors, Hansalaya Building, 15, Barakhamba Road, New Delhi-110 001, India t 91 11 23465100 f 91 11 2331 3303 w www. dalmiabharat.com CIN : L14200TN2013PLC112346 Registered Office : Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu- 621 651, India A Dalmia Bharat Group company, www.dalmiabharat.com

Annexure-A

==> picture [153 x 76] intentionally omitted <==

Annexure-A
Sl. No Particulars Details
1. Name of the target entity, details in
brief such as size, turnover etc.;
The transaction relates to Framework Agreement
entered into by Dalmia Cement (Bharat) Limited
‘DCBL’, a wholly owned subsidiary of Dalmia Bharat
Limited for acquisition of stake in cement, clinker and
power plants of Jaiprakash Associates Limited (JAL)
and its Associate having an aggregate cement
capacity of 9.4 MnTPA and clinker capacity of 6.7
MnTPA and thermal power plants of aggregate
capacity of 280 MW for an aggregate enterprise value
of Rs.5666 crores (which includes 2.00 MnTPA
cement capacity belonging to Jaiprakash Power
Ventures Limited, associate of JAL at a consideration
of Rs.250 crore).
This includes transfer of 180 MW thermal power plant
to a SPV of which 57% stake shall be held by the
purchaser.
The transaction is subject to necessary due-diligence
and statutory and regulatory approvals.
2. 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 “arms
length”;
No, JAL and its associate are not related parties of the
Company and the hence the proposed transaction is
not a Related Party Transaction (RPTs).
3. Industry to which the entity being
acquired belongs;
They are engaged,_inter alia,_in the business of
manufacture and sale of cement and clinker.
4. 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);
The Proposed acquisition will enable DCBL to expand
its footprint into the Central Region and will represent
a significant step towards realization of its vision to
emerge as a Pan India Cement company with a
capacity of 110-130 MnTPA by FY31 and 75 MnTPA
by FY27.
5. Brief details of any governmental
or regulatory approvals required
for the acquisition;
The acquisition is subject to due-diligence, requisite
approvals from lenders/JV partner of JAL and
approval of the Competition Commission of India and
/or any.

Dalmia Bharat Limited

11[th] & 12[th] Floors, Hansalaya Building, 15, Barakhamba Road, New Delhi-110 001, India t 91 11 23465100 f 91 11 2331 3303 w www. dalmiabharat.com CIN : L14200TN2013PLC112346 Registered Office : Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu- 621 651, India

A Dalmia Bharat Group company, www.dalmiabharat.com

==> picture [153 x 76] intentionally omitted <==

6. Indicative
time
period
for
completion of the acquisition;
The transaction is subject to due-diligence, various
Regulatory and Statutory approvals and meeting of
condition presidents; and the parties shall endeavor to
complete the same in 12 months, in phased manner.
7. Nature of consideration - whether
cash consideration or share swap
and details of the same;
The consideration shall be in the form of Cash.
8. Cost of acquisition or the price at
which the shares are acquired;
Enterprise Value at Rs.5666 crores
9. Percentage of shareholding /
control acquired and / or number
of shares acquired;
As mentioned in 1 above
10. 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 acquisition of the Cement, Clinker and Power
Plants from Jaiprakash Associates Limited and its
associate having total cement capacity of 9.4 MnTPA
(along with Clinker capacity of 6.7MnTPA and Thermal
Power plants of 280MW). The said plants are situated
at Madhya Pradesh, Uttar Pradesh, and Chhattisgarh.

Dalmia Bharat Limited

11[th] & 12[th] Floors, Hansalaya Building, 15, Barakhamba Road, New Delhi-110 001, India t 91 11 23465100 f 91 11 2331 3303 w www. dalmiabharat.com CIN : L14200TN2013PLC112346 Registered Office : Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu- 621 651, India A Dalmia Bharat Group company, www.dalmiabharat.com