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Persistent Systems Limited Capital/Financing Update 2019

Jun 27, 2019

60826_rns_2019-06-27_019854e9-b57e-4d13-9fbe-31067582465f.pdf

Capital/Financing Update

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NSE & BSE / 2019-20 / 33 June 27, 2019

The Manager, Corporate Services, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Ref: Symbol: PERSISTENT

The Manager, Corporate Services, Bombay Stock Exchange Limited 14[th] Floor, P J Towers, Dalal Street, Mumbai 400 001

Ref: Scrip Code: 533179

Dear Sirs,

Sub: Information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Regulations’), we wish to inform you that, pursuant to the Stock Purchase Agreement signed on June 25, 2019 between the Company's wholly owned subsidiary in Germany namely, Persistent Systems GmbH and Youperience GmbH, Youperience GmbH has further entered into an agreement on June 27, 2019 to acquire remaining 70% stake in Youperience Ltd.

The acquisition is subject to customary closing conditions which are expected to be completed within 2 weeks. The Company will inform the closure of the transaction to the stock exchanges in due course.

In this regard, please find enclosed an intimation and the details of the said acquisition as prescribed under Reg. 30(2) and (6) of the Regulations read with Schedule III to the Regulations and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 as Annexure I .

Please acknowledge the receipt.

Thanking you,

Yours sincerely, For Persistent Systems Limited

Digitally signed by AMIT ATRE DN: c=IN, o=Personal , CID - 5873457, AMIT 2.5.4.20=6832afde9dee22f8b0a2ba033c87a581842b09e9f1d24619edea3 07da21f5043, postalCode=411043, st=Maharashtra, serialNumber=1fffce3b3dc9ca9e345 088922b607a1960d3725a145edb2fc ATRE 82e0b4d92d6aca3, cn=AMIT ATRE Date: 2019.06.27 22:17:18 +05'30'

serialNumber=1fffce3b3dc9ca9e345 088922b607a1960d3725a145edb2fc ATRE 82e0b4d92d6aca3, cn=AMIT ATRE Date: 2019.06.27 22:17:18 +05'30' Amit Atre Company Secretary ICSI Membership No. A20507

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Persistent Systems Limited, Bhageerath, 402, Senapati Bapat Road, Pune 411016 I Tel.: +91 (20) 670 30000 Persistent Systems Inc., 2055, Laurelwood Rd, Suite 210, Santa Clara, CA 95054, USA I Tel.: +1 (408) 216 7010CIN - L72300PN1990PLC056696 I Fax - +91 (20) 6703 0009 I e-mail - [email protected] I Website - www.persistent.com

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Annexure I

Sr.
No.
Particulars Details
1. Full Name of the entity to be acquired, details
in brief such as size, turnover etc.
Youperience Ltd. is a Salesforce Consulting and
Implementation
partner
with
estimated
revenues of about GBP 1.1 Million for 12 months
ended June 30, 2019.
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 “arm’s length”
The acquisition does not classify as a related
party transaction.
The promoter/ promoter group have no interest
in the entity being acquired.
3. Industry to which the entity being acquired
belongs
The entity is focused on Salesforce.com related
consulting and implementation services.
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
strengthens
Persistent’s Salesforce practice in the UK.
5. Brief details of any governmental or
regulatory
approvals
required
for
the
acquisition
As per our understanding, no governmental or
regulatory approvals are required for the
acquisition.
6. Indicative time period for completion of the
acquisition
It is expected that the acquisition will be
completed (Closing of the transaction) within
2 weeks or as soon as thereafter subject to
satisfaction of customary closing conditions.
7. Nature of consideration - whether cash
consideration or share swap and details of the
same
The consideration would be in cash.
8. Cost of acquisition or the price at which the
shares are acquired
The purchase consideration payable for the
acquisition
of
remaining
70%
shares
of
Youperience
Ltd.
is
estimated
to
be
GBP
1.2
Million,
subject
to
customary
adjustments for working capital. The amount
consists of upfront and deferredpayment

Persistent Systems Limited, Bhageerath, 402, Senapati Bapat Road, Pune 411016 I Tel.: +91 (20) 670 30000 Persistent Systems Inc., 2055, Laurelwood Rd, Suite 210, Santa Clara, CA 95054, USA I Tel.: +1 (408) 216 7010CIN - L72300PN1990PLC056696 I Fax - +91 (20) 6703 0009 I e-mail - [email protected] I Website - www.persistent.com

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Sr.
No.
Particulars Details
contingent on performance and retention of key
management employees.
9. Percentage of shareholding / control acquired
and/or number of shares acquired
100%
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)

Incorporated in January 2018 and based out
of UK, Youperience Ltd. is a Salesforce
Consulting and Implementation Partner.
Youperience GmbH already owns 30% stake
in Youperience Ltd. and will assume full
ownership of Youperience Ltd. after the
closure of this transaction.

Revenue for the Calendar Year 2018 was
GBP 586K.

Persistent Systems Limited, Bhageerath, 402, Senapati Bapat Road, Pune 411016 I Tel.: +91 (20) 670 30000 Persistent Systems Inc., 2055, Laurelwood Rd, Suite 210, Santa Clara, CA 95054, USA I Tel.: +1 (408) 216 7010CIN - L72300PN1990PLC056696 I Fax - +91 (20) 6703 0009 I e-mail - [email protected] I Website - www.persistent.com

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