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Firstsource Solutions Ltd. — Capital/Financing Update 2021
Jul 30, 2021
61977_rns_2021-07-30_ce7f991d-1933-43cb-bb2b-0c43a4484e6b.pdf
Capital/Financing Update
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30[th] �July�2021�
To:�
National�Stock�Exchange�of�India�Limited�(Scrip� Code:�FSL)�� Exchange�Plaza,�� Plot�no.�C/1,�G�Block,� Bandra�Kurla�Complex� Bandra�(East),� Mumbai���400�051�
BSE�Limited�(Scrip�Code:�532809)�� Phiroze�Jeejeebhoy�Towers,� Dalal�Street,� Mumbai���400�001�
Dear�Madam/�Sir,�
Sub:�Intimation�under�Regulation�30�of�the�SEBI�(Listing�Obligation�and�Disclosure�Requirements)�Regulations,� 2015�
Pursuant�to�Regulation�30�of�the�SEBI�(Listing�Obligation�and�Disclosure�Requirements)�Regulations,�2015,�we�wish� to�inform�that�Firstsource�Group�USA�Inc.�(“ FGUSA ”),�a�subsidiary�of�the�Company�has�entered�into�an�option� purchase�agreement�whereby�FGUSA�has�purchased�the�Counterparty’s�option�to�purchase�shares�in�Sourcepoint,� Inc.�(“ Sourcepoint ”),�a�subsidiary�of�FGUSA�in�exchange�for�a�fixed�consideration�of�USD�23�Mn�(on�a�deferred� payment�basis)�and�a�contingent�consideration�of�up�to�USD�11.25�Mn�based�on�additional�revenues�realised�by� Sourcepoint�through�the�Counterparty.�
The�details�required�under�Regulation�30�of�the�SEBI�(Listing�Obligation�and�Disclosure�Requirements)�Regulations,� 2015�read�with�SEBI�Circular�No.�CIR/CFD/CMD/4/2015�dated�9[th] �September�2015�is�enclosed�as� Annexure�I .�
We�request�you�to�take�the�above�on�record.�
Thanking�you,�
For� Firstsource�Solutions�Limited�
Digitally signed by POOJA POOJA SURESH SURESH NAMBIAR NAMBIAR Date: 2021.07.30 10:35:43 +05'30' Pooja�Nambiar� Company�Secretary�&�Compliance�Officer�
Encl.:� A/a�
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Annexure I
Disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 :‐
Name of the target entity, details in brief such as size, turnover etc.;
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”; Industry to which the entity being acquired belongs. 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)
Sourcepoint, Inc
This is not a related party transaction.
Firstsource Group USA Inc (a subsidiary of Firstsource Solutions Ltd, India) owns 100% of Sourcepoint, Inc
Business Process Management services to the mortgage industry Firstsource Group USA Inc, has entered into an option purchase agreement whereby it has purchased the Counterparty’s option to purchase shares in Sourcepoint, Inc.
| Name of the target entity, details in brief such as size, turnover etc.; |
Sourcepoint, Inc |
|---|---|
| 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”; |
This is not a related party transaction. Firstsource Group USA Inc (a subsidiary of Firstsource Solutions Ltd, India) owns 100% of Sourcepoint, Inc |
| Industry to which the entity being acquired belongs. |
Business Process Management services to the mortgage industry |
| 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) |
Firstsource Group USA Inc, has entered into an option purchase agreement whereby it has purchased the Counterparty’s option to purchase shares in Sourcepoint, Inc. |
| Brief details of any governmental or regulatory approvals required for the acquisition. |
Not applicable. |
| Indicative time‐period for completion of the acquisition; |
Acquisition is completed but consideration is payable on a deferred basis. |
| Nature of consideration ‐whether cash consideration or share swap and details of the same; |
Cash, USD 23 Mn (on a deferred payment basis) and a contingent consideration of up to USD 11.25 Mn based on additional revenues realised by Sourcepoint, Inc. through the Counterparty. |
| Cost of acquisition or the price at which the shares are acquired |
Up to USD 34.25 Mn (including contingent consideration) |
| Percentage of shareholding / control acquired and / or number of shares acquired; |
Option to purchase 110 equity shares in Sourcepoint by way of fresh issuance, equivalent to 15% of the current equity outstandingof Sourcepoint. |
| 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); |
Sourcepoint is a leading business process solutions provider to the Mortgage industry in the US. The offerings include Mortgage fulfilment services, Mortgage Services and Default solutions, Title and Closing services. Sourcepoint was incorporated on 19thApril 1999 and has presence in the US. FY21 Revenues‐ USD 202.62 Mn FY20 Revenues‐ USD 92.67 Mn FY19 Revenues‐ USD 47.61 Mn |
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