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Exide Industries Ltd. Capital/Financing Update 2019

Apr 18, 2019

60960_rns_2019-04-18_1b882320-6959-4cb8-9fb9-d0254e288764.pdf

Capital/Financing Update

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Ref no. EIL/SEC/2019-20/07

18th April, 2019

The Secretary The Secretary
The Calcutta Stock Exchange Limited BSELimited
7 Lyons Range Phiroze Jeejeebhoy Towers Dalal
Kolkata -
700 00 I
Street, Mumbai -
400 001
CSE Scrip Code: 15060 & 10015060 BSE Scrip Code: 500086
The Secretary -
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor,
Plot no. C/1, G Block
Bandra-Kurla Complex, Bandra (E),
Mumbai -
400 051
NSE Symbol: EXIDEIND

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations")

Further to our communication vide letter no. EIL/SEC/2018-19/49 dated 7 th January 2019, this is to inform you that "Exide Industries Limited' ('the Company') has entered into 3 (three) separate 'Share Subscription and Shareholders' Agreements' dated 18th April 2019 ('SSSAs') with "Cleantech Solar Energy (India) Pvt. Ltd." ('Cleantech') and each of the three below mentioned Special Purpose Vehicle (SPV) companies, namely:

  • a) CSE Solar Sunpark Tamil Nadu Private Limited;
  • b) Greenyana Solar Private Limited; and
  • c) CSE Solar Sunpark Maharashtra Private Limited

for purchase of energy from three Captive Power Plants to be set-up by the SPV companies.

As a result of above, the Company has agreed to subscribe equity shares comprising at least 26% (twenty-six percent) but not exceeding 30% (thirty percent) of the issued and paid up share capital of each of the 3 SPV companies.

Exide Industries Limited, Exide House, 59E Chowringhee Road, Kolkata-700 020 Phone: (033) 2302-3400, Fax: (033) 2283-2642/37 e-mail : [email protected],www.exideindustries.com CIN: L31402WB1947PLC014919

The detailed disclosure required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") is enclosed herewith.

You are requested to kindly take the above on record.

Thanking you. For Exide Industries Limited

wern

Company Secretary & EVP- Legal & Administration ACS No.11159

Encl: As above

Exide Industries Limited, Exide House, 59E Chowringhee Road, Kolkata-700 020
Phone : (033) 2302-3400, Fax : (033) 2283-2642/37
e-mail : [email protected], www.exideindustries.com
CIN : L31402WB1947PLC01491

Detailed Disclosures required under Regulation 30 of LODR Regulations:

a. Name(s) of parties with CSE Solar Sunpark Tamil Greenyana Solar Private CSE
Solar
Sunpark
whom the agreement ts Nadu
Private
Limited
hereinafter
Limited
Maharashtra
Private
entered (formerly known as CSE referred as Greenaya) (hereinafter
Limited
Solar
Sunpark
Haryana
and
Cleantech
Solar
referred as Sunpark)
Private Limited) Energy (India) Pvt Ltd. and Cleantech Solar
(hereinafter
referred
as
(hereinafter called as Energy
(India)
Pvt
'CSE
Solar')
and
'Cle ante ch'.) Ltd.
(hereinafter
Cleantech
Solar
Energy
collectively called as
Ltd.
Pvt
(India)
'Cleantech')
(hereinafter
called
as
'Cle ante ch'.)
b. Purpose of entering into Procure energy for Hosur Procure
energy
for
Procure energy for the
the agreement factory of the Company Bawal
factory
of the
three factories in the
from
the Solar Captive
Company from the Solar state of Maharashtra
Power Plant to be set up in Captive Power Plant to from the Solar Captive
the state of Tamil Nadu. be set up in the state of Power Plant to be set
Haryana. up in Maharashtra.
c. Shareholding, if any, m To subscribe equity shares To
subscribe
equity
To
subscribe
equity
the entity with whom the comprising at least 26% shares
comprising
at
shares comprising at
agreement is executed (twenty-six
percent)
but
least
26%
(twenty-six
least 26% (twenty-six
not exceeding 30% (thirty percent)
but
not
percent)
but
not
percent) of the issued and
paid up share capital of
exceeding
30% (thirty
percent) of the issued
exceeding 30% (thirty
percent) of the issued
'CSE Solar'. and paid up share capital and
paid
up
share
of 'Greenyana'. capital of 'Sunpark'.
d. Significant terms of the The agreement has various The
agreement
has
The
agreement
has
agreement
(in
brief)
customary
minority
various
customary
various
customary
special rights like right to protection
rights,
minority
protection
minority
protection
appoint
directors,
first
including
the
optional
rights,
including
the
rights,
including the
right to share subscription right of the shareholders optional
right
of the
optional right of the
in
case
of issuance
of
to nominate directors on shareholders
to
shareholders
to
shares, right to restrict any the board of the 'CSE nominate
directors
on
nominate directors on
change
m
capital
Solar', a list of reserved the
board
of the
board
of
structure, etc. matters which require the 'Greenyana',
a list of
'Sunpark',
a
list
of
affirmative
approval
of
reserved matters which reserved
matters
Exide, exit rights upon the require the affirmative which
require
the

occurrence of an event of
default, mutual rights in
connection
with
any
proposal by either party to
transfer
shares
in
CSE
Solar to an affiliate/ third
party.
approval of Exide, exit
rights
upon
the
occurrence of an event
of default, mutual rights
in connection with any
proposal by either party
to
transfer
shares
in
Greenyana
to
an
affiliate/ third party
affirmative
approval
of Exide, exit rights
upon the . occurrence
of an event of default,
mutual
rights
in
connection with any
proposal
by
either
party to transfer shares
m
Sunpark
to
an
affiliate/ third party.
e. Whether, the said parties
are
related
to
promoter/promoter group/
group companies in any
manner. If yes, nature of
relationship
CSE
Solar
and
Cleantech
are
not
related
to
the
promoter/ promoter
group/
group
compames
of
Exide.
Greenyana
and
Cleantech
are
not
related to the promoter/
promoter group/ group
companies of Exide.
Sunpark
and
Clean tech
are
not
related
to
the
promoter/
promoter
group/
group
companies of Exide.
f. Whether
the
transaction
would fall within related
party transactions? if yes,
whether the same is done
at "arm's length"
The transaction would not
fall within Related Party
Transaction
The
transaction
would
not fall within Related
Party Transaction
The transaction would
not fall within Related
Party Transaction
g. In case
of issuance of
shares
to
the
parties,
details of issue price, class
of shares issued
To subscribe equity shares
comprising at least 26%
(twenty-six
percent)
but
not exceeding 30% (thirty
percent) of the issued and
paid up share capital of
CSE Solar.
To
subscribe
equity
shares
comprising
at
least
26%
(twenty-six
percent)
but
not
exceeding
30%
(thirty
percent) of the issued
and paid up share capital
of Greenyana.
To
subscribe
equity
shares comprising at
least 26% (twenty-six
but
percent)
not
exceeding 30% (thirty
percent) of the issued
and
paid
up
share
capital of Sunpark.
h. Any
other
disclosures
related
to
such
agreements, viz., details of
nominee on the board of
directors
of
the
listed
entity, potential conflict of
interest arising out of such
agreements, etc
NA NA NA

I. in case of tennination or NA NA ·
NA
amendment of agreement,
listed entity shall disclose
ional details to the
addit
stock exchange(s):
a)
name of parties to the
agreement;
nature
of
the
b)
agreement;
c)
da
t
e
of execution
of
the
agreement;
d)
details of amendment
and
impact
thereof
o
r
reasons of
ter
mina
tion and
impact thereof