AI assistant
Mac Charles (India) Ltd. — Major Shareholding Notification 2021
Jul 28, 2021
61334_rns_2021-07-28_bc9829aa-d7ce-4b8e-94de-cbbb3694edb3.pdf
Major Shareholding Notification
Open in viewerOpens in your device viewer
MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: No.72/4, 1[st] Floor, Cunningham Road, Bangalore – 560 052
Phone:080-4903 0000/Extn: 3490 Email: [email protected] website: www.maccharlesindia.com
The Manager Listing Department BSE Limited PJ Towers, Dalal Street, Fort Mumbai – 400 001. Fax No: 022 – 2272 3121
Date: 28.07.2021
Dear Sirs,
Sub: Disclosure under regulation 31(1) read with Regulation 28(3) of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 by promoter and promoter group
Ref: Name of the Company: Mac Charles (India) Limited Scrip code: 507836
With reference to the above, please find attached Disclosure in Annexure-II required under Regulation 31(1) Regulation 28(3) of SEBI (Substantial Acquisitions of Shares and takeovers) Regulations, 2011 submitted by the promoter of the Company Embassy Property Developments Private Limited and promoter group.
Please take note of the same as compliance under SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011.
Kindly acknowledge. Thanking You,
For Mac Charles (India) Limited
==> picture [207 x 76] intentionally omitted <==
Chandana Naidu Company Secretary ACS:25570
==> picture [635 x 68] intentionally omitted <==
To,
Date: 28.07.2021
The Compliance Officer MAC Charles (India) Limited
72/4, 1st Floor Cunningham Road
Bengaluru - 560001
To
Listing Department BSE Limited
PJ Tower, Dalal Street, Fort Mumbai – 400 001
Dear Sir,
Sub: Disclosures under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011 for promoter and promoter group.
Ref: 1. Name of the Company: Mac Charles (India) Limited 2. BSE: 507836
With reference to the above-mentioned subject, we are hereby enclosing the disclosures under regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011 for promoter and promoter group.
==> picture [451 x 30] intentionally omitted <==
1
email:[email protected]
==> picture [635 x 68] intentionally omitted <==
Please take note of the same as compliance under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011.
For Embassy Property Developments Pvt. Ltd.
Narpat Singh Choraria Director DIN: 00027580
Digitally signed by NARPAT SINGH NARPAT SINGH CHORARIA CHORARIA Date: 2021.07.28 20:16:58 +05'30'
==> picture [451 x 30] intentionally omitted <==
2
email:[email protected]
==> picture [635 x 68] intentionally omitted <==
ANNEXURE – 1 Format for disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares / invocation of encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) Regulations, 2011 |
of SEBI (Substantial Acquisition of Shares and Takeovers) | of SEBI (Substantial Acquisition of Shares and Takeovers) | of SEBI (Substantial Acquisition of Shares and Takeovers) | of SEBI (Substantial Acquisition of Shares and Takeovers) | of SEBI (Substantial Acquisition of Shares and Takeovers) | of SEBI (Substantial Acquisition of Shares and Takeovers) | of SEBI (Substantial Acquisition of Shares and Takeovers) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of the Target Company (TC) | Mac Charles(India)Limited | ||||||||||||||||
| Names of the Stock Exchanges where the shares of the target companyare listed | BSE Limited | ||||||||||||||||
| Date of reporting | 28 July2021 | ||||||||||||||||
| Name of the promoter or PAC on whose shares encumbrance has been created/released/invoked |
Embassy Property Developments Private Limited | ||||||||||||||||
| Details of the creation/invocation/release of encumbrance: | |||||||||||||||||
| Name of the promoter (s) or PACs with him(**) |
Promoter holding in the target company (1) |
Promoter holding already encumbered (2) |
Details of events pertaining to encumbrance (3) | Post event holding of encumbered shares {creation [(2)+(3)] / release [(2)-(3)] / invocation[(2)-(3)]] |
|||||||||||||
| No. of share s |
% of total shar e capit al |
% w.r.t dilute d share capita l(* ) |
No. of share s |
% of total shar e capi tal |
Type of event (creati on / release / invocat ion |
Date of creation/ invocatio n release of encumbr ance |
Type of encumbrance (pledge/ lien/ non disposal undertaking/o thers) |
Reasons for encumbr ance ** |
No. of share s |
% of total shar e capi tal |
Name of the entity in whose favor shares encum ber ed |
No. of shares |
% of total share capital |
||||
| Embassy Property Developm ents Pvt Ltd |
9616 952 |
73.4 1% |
73.41 % |
9616 952 |
73.4 1% |
Creatio n |
26 July 2021 |
Others Change of control condition pursuant to |
In relation to Non- convertible debentures issued by Mac Charles |
9616 952 |
73.4 1% |
Catalyst Trustee ship Limited in its capacit |
9616952 [Note: Not added to the |
73.41% [Note: not added to prior |
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
3
==> picture [635 x 68] intentionally omitted <==
| which Jitendra | (India) | y as | number | encumbr | encumbr | ||
|---|---|---|---|---|---|---|---|
| Virwani has | Limited | Debent | of shares | ance % as | |||
| to: (i) own | ure | already | the | ||||
| directly or | trustee | encumb | shares | ||||
| indirectly | ered as | encumbe | |||||
| 73.41% of the | Catalyst | the | red | ||||
| issued and paid up share capital of Mac Charles (India) Limited on a fully diluted basis |
Trustee ship Limited in its capacit y as Commo |
shares encumb ered under column (3) are |
under column (3) are the same as those encumbe |
||||
| and (ii) | n | the | red | ||||
| directly or | Securit | same as | under | ||||
| indirectly | y | those | column | ||||
| control Mac | Trustee | encumb | (2)] | ||||
| Charles | ered | ||||||
| (India) | under | ||||||
| Limited, | column | ||||||
| (2)] | |||||||
| Breach of the | |||||||
| above will be | |||||||
| a mandatory | |||||||
| redemption | |||||||
| event under | |||||||
| the terms of | |||||||
| the | |||||||
| debentures | |||||||
| Repeating | |||||||
| representation | |||||||
| s confirming | |||||||
| that: (i) | |||||||
| Jitendra | |||||||
| Virwani | |||||||
| directly or |
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
4
==> picture [635 x 68] intentionally omitted <==
==> picture [692 x 428] intentionally omitted <==
----- Start of picture text -----
indirectly
holds 73.41%
of the issued
and paid up
share capital
of Mac
Charles
(India) Limited
on a fully
diluted basis
and (ii)
directly or
indirectly
controls Mac
Charles India
Limited and
(iii) the
structure chart
showing
shareholding
of the group
being true and
accurate.
A
misrepresenta
tion in relation
to the above
will be an
event of
default under
the terms of
the
debentures
Jitendra 4883 0.37 0.37 NIL NIL Creatio 26 July Others In relation to 4883 0.37 Catalyst 48835 0.37%
Virwani 5 % % n 2021 Non- 5 % Trustee
’ Change of ship
----- End of picture text -----
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
5
==> picture [635 x 68] intentionally omitted <==
==> picture [348 x 426] intentionally omitted <==
----- Start of picture text -----
control convertible Limited
condition debentures in its
pursuant to issued by capacit
which Jitendra Mac Charles y as
Virwani has Debent
(India)
to: (i) own Limited ure
directly or trustee
indirectly
73.41% of the Catalyst
issued and Trustee
paid up share ship
capital of Mac Limited
Charles in its
(India) Limited capacit
on a fully y as
diluted basis Commo
and (ii) n
directly or Securit
indirectly y
control Mac Trustee
Charles
(India)
Limited,
Breach of the
above will be
a mandatory
redemption
event under
the terms of
the
debentures
Repeating
representation
s confirming
that: (i)
----- End of picture text -----
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
6
==> picture [635 x 68] intentionally omitted <==
Jitendra Virwani directly or indirectly holds 73.41% of the issued and paid up share capital of Mac Charles (India) Limited on a fully diluted basis and (ii) directly or indirectly controls Mac Charles India Limited and (iii) the structure chart showing shareholding of the group being true and accurate. A misrepresenta tion in relation to the above will be an event of default under the terms of the debentures
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
7
==> picture [635 x 68] intentionally omitted <==
| C B Paradhan ani |
1600 00 |
1.22 % |
1.22 % |
NIL | NIL | - | - | - | - | - | - | - | NIL | NIL | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Signatures of Authorised Signatory: Narpat Singh Choraria, Director
Place: Bangalore Date: 28.07.2021
Digitally signed by NARPAT SINGH CHORARIA Date: 2021.07.28 20:16:48 +05'30'
NARPAT SINGH CHORARIA
==> picture [451 x 30] intentionally omitted <==
8
email:[email protected]
==> picture [635 x 68] intentionally omitted <==
Annexure - II
Format for disclosure of details of encumbrance
(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)
| Name of listed company | Mac Charles (India) Limited |
|---|---|
| Name of the recognised stock exchanges where the shares of the company are listed |
BSE Limited |
| Name of the promoter(s) / PACs whose shares have been encumbered |
1) Embassy Property Developments Private Limited 2) Jitendra Virwani |
| Total promoter shareholding in the listed company | No. of shares – 9825787 % of total share capital – 75% |
| Encumbered shares as a % of promoter shareholding | 97.87% |
| Whether encumbered share is 50% or more of promoter shareholding |
YES |
| Whether encumbered share is 20% or more of total share capital |
YES |
Details of all the existing events/ agreements pertaining to encumbrance
| Encumbrance 1 (Date of creation of encumbrance:26 July 2021) |
Encumbrance 1 (Date of creation of encumbrance:created on 12/01/2021for the additional loan of Rs.78 Crores and original encumbrace was created on 24/12/2016 for 400 crores) |
||
|---|---|---|---|
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
9
==> picture [635 x 68] intentionally omitted <==
| Type of encumbrance (pledge, lien, negative lien, non- disposal undertaking etc. or any other covenant, transaction, condition or arrangement in the nature of encumbrance) |
Type of encumbrance (pledge, lien, negative lien, non- disposal undertaking etc. or any other covenant, transaction, condition or arrangement in the nature of encumbrance) |
- Change of control condition pursuant to which Jitendra Virwani has to: (i) own directly or indirectly 73.41% of the issued and paid up share capital of Mac Charles (India) Limited) on a fully diluted basis and (ii) directly or indirectly control Mac Charles (India) Limited. Breach of the above will be a mandatory redemption event under the terms of the debentures - Repeating representations confirming that (i) Jitendra Virwani directly or indirectly holds 73.41% of the issued and paid up share capital of Mac Charles (India) Limited on a fully diluted basis and (ii) directly or indirectly controls Mac Charles India Limited and (iii) the structure chart showing shareholding of the group being true and accurate. A misrepresentation in relation to the above will be an event of default under the terms of the debentures |
Pledge |
|---|---|---|---|
| No. and % of shares encumbered | No. of shares: 9665787 % of total share capital: 73.78% |
9616952 Shares 73.41% of total Shareholding |
|
| Name of the entity in whose favour shares encumbered (X) |
Catalyst Trusteeship Limited |
Indiabulls Housing Finance Ltd |
==> picture [451 x 30] intentionally omitted <==
10
email:[email protected]
==> picture [635 x 68] intentionally omitted <==
| Specific details about the encumbrance |
Whether the entity X is a scheduled commercial bank, public financial institution, NBFC or housing finance company? If No, provide the nature of the business of the entity. |
No Company engaged in_inter alia_providing trusteeship services. |
NBFC |
|---|---|---|---|
| Names of all other entities in the agreement |
Listed company and its group companies (if any) – 1. Mac Charles (India) Limited 2. Embassy Property Developments Private Limited Other entities (if any) – 1. Catalyst Trusteeship Limited in its capacity as Debenture Trustee 2. Catalyst Trusteeship Limited in its capacity as CommonSecurityTrustee |
1.Embassy Property Developments Pvt Ltd. (EPDPL) (Holding Company) 2.Embassy Inn Pvt Ltd – wholly owned subsidiary of EPDPL |
|
| Whether the encumbrance is relating to any debt instruments viz. debenture, commercial paper, certificate of deposit etc.? If yes, provide details about the instrument, including credit rating |
YES 1.Name of the issuer – Mac Charles (India) Limited 2.Details of the debt instrument – 3,000 senior, secured, redeemable. listed, rated, non- convertible debentures of INR 1,000,000 each |
No | |
| 3.Whether the debt instrument is listed on stock exchanges? Yes, the debentures are listed on BSE Limited 4.Credit Rating of the debt instrument: Provisional ACUITE BBB- by Acuite Ratings and Research Limited |
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
11
==> picture [635 x 68] intentionally omitted <==
| 5.ISIN of the Instrument – INE435D07011 |
|||
|---|---|---|---|
| Security Cover / Asset Cover |
Value of shares agreement (A) on the date/ |
NA | Rs.2,14,45,80,296 |
| Amount involved (against which shares have been encumbered) (B) |
NA | Rs.478 Crores | |
| Ratio of A / B | NA | 0.45:1 | |
| End money use of |
Borrowed amount to be utilized for what purpose – (a)Personal use by promoters and PACs (b)For the benefit of listed company Provide details including amount, purpose of raising money by listed company, schedule for utilization of amount, repayment schedule etc. (a) Any other reason (please specify) |
The borrowed amount will be utilized for the benefit of Mac Charles (India) Limited. The proceeds will be utilized for (i) making payments to Embassy Property Developments Private Limited under turnkey contracts entered into between Mac Charles (India) Limited and Embassy Property Developments Private Limited, (ii) acquisition of certain transferable development rights by Mac Charles (India) Limited and (iii) paying fees, costs and expenses in relation to the issue of the debentures Final Redemption Date – 26 July 2025 subject to certain negotiated early redemption events |
For the business needs of promoter and its wholly owned subsidiary company i.e. Embassy Property Developments Pvt Ltd and Embassy Inn Pvt Ltd |
Signature of Authorised Signatory: Narpat Singh Choraria, Director
Date: 28.07.2021 NARPAT SINGH Place: Bangalore CHORARIA
Digitally signed by NARPAT SINGH CHORARIA Date: 2021.07.28 20:16:09 +05'30'
==> picture [451 x 30] intentionally omitted <==
email:[email protected]
12