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DALMIA BHARAT LIMITED — M&A Activity 2022
Dec 13, 2022
59036_rns_2022-12-13_dd5f75ef-9642-4347-aa45-6d7f68629485.pdf
M&A Activity
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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
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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
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| 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
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| 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