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PG Electroplast Limited Capital/Financing Update 2021

May 26, 2021

61393_rns_2021-05-26_ebccd44d-c382-4e0a-adcb-2344f5f87683.pdf

Capital/Financing Update

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P6 ELECTROPLA5T LIMITED

CIN-L32109DL2003PLC119416 Corporate Office: P-4/2, 4/3, 4/4, 4/5, 4/6, Site-B, UPSIDe Industrial Area, Surajpur Greater Noida-201306, Distt. Gautam Budh Nagar (U.P,) India Phones # 91-120-2569323, Fax # 91-120-2569131 E-mail # [email protected] Website # www.pgel.in

May 26, 2021

To, The Manager (Listing) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

To, The Manager (Listing) National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Scrip Code: 533581

Scrip Symbol: PGEL

Sub: Disclosure under the Securities and Exchanae Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015

Dear Sir/Madam,

In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations, 2015'), we wish to inform your good office that the Board of Directors at their meeting held on May 25, 2021, approved Investment Agreements ("Investment Agreements") to be executed with certain specified persons belonging to the promoter and promoter group of the Company and with following persons belonging to Public Category:

    1. Baring Private Equity India AIF
    1. Ashok Kumar Sobhamal Patni and Rajnikanta Gajendra Kumar Patni
    1. Naresh Saraaf
    1. Sharad Premprakash Rathi
    1. Sanjeev Kumar Taparia and Others

Particulars

Information

  • a) Name(s) of parties with whom the agreement is entered
    1. PG Electroplast Limited ("Company") 2. Baring Private EqUity India AIF ("Investor 1")
    1. Ashokkumar Sobhamal Patni and Rajnikanta Gajendra Kumar Patni ("Investor 2'')
    1. Naresh Saraaf ("Investor 3'')
    1. Sharad Premprakash Rathi ("Investor 4'')
    1. Sanjeev Kumar Taparia and Others ("Investor 51') (Collectively 2-6 above referred as "Investors")
    1. Certain persons belonging to the Promoter and Promoter Group of the Company.

• Registered Office DTJ-209, Second Floor DLF 'IowerB, Jasola New Delhi-110025 Tele-Fax# 011-41421439

b) of
Purpose
entering
into
the
agreement		 of
Preferential
Allotment
up
to
10,76,904
17.
96%Compulsorily
Convertible
Debentures
("CCDs")
having
face
value
of
Rs.
337/-
each
and
10/-
11,95,950
Equity
Shares
of face
value
of
Rs.
337/-
of
each, at an issue price
Rs.
each
Please
refer
to
our
disclosure
vide
the
letter
dated
May 25,
2021.
c) Shareholding,
if
any,
in
the
entity
with
whom
the
agreement
is
executed		 The
Investors
belong to
the
Non-Promoter
category.
"Investor
3"
(0.21%)
holds
40,500
equity
shares
of
the
Company.
Except
"Investor
3",
all
other
Investors'
current
shareholding
in
the
Company
is NIL.
d) the
Significant
terms
of
agreement
(in
brief)
special
rights
like
right
to
appoint
first
directors,
right
to
share
of
subscription
in
case
right
issuance
of
shares,
to
restrict
any
change in
capital
structure
etc.		 of
The
Investors
shall,
upon issue and
allotment
the
CCDs/Equity
Shares
have
the
following
of
Investment
rights/obligations
under
the
terms
the
Agreement:
1"
Investor
1.
Director:
"Investors
shall
have
the
right
for
appointment
to
nominate
of
1
(one)
Investor
(the
Director)
director
to
the
Board.
2.
Prior
consent
of
Investors/
Investor
Director,
inter-alia,
for
changes
in
Charter
documents,
of
of
creation
any
new
class
Equity
Securities,
Declaration
of
diVidends,
any
scheme
of
of
arrangement,
appointment
Independent
Director.
3.
Customary
information
rights
in
compliance
with
the
applicable
law,
including
SEBI
(Prohibition
of
Insider
Trading)
Regulations,
2015
Investors
not
the
4.
Obligation
on the
to
transfer
securities
to any
competitor.
In
of
5.
case
the,
promoter
proposes
to sell any
its
Equity
Securities
to
any
Person
(Proposed
Transferee),
such
Transfer
will
be
subject
to
the
right
(but
not
Investor's
tag-along
the
of
100%
obligation)
to
sell
up
to
the
EqUity
the
Investor.
Securities
held in by
e) Whether,
the
said
parties
are
related
to
promoter/promoter
group/
group
companies
in
any
If
of
manner.
yes,
nature
relationsh
ip;		 Investor
The
parties
to
the
Agreements
(as
mentioned
in
2-6
of
clause
(a)
above)
are
not
the
promoter/
promoter
group/
group
related
to
of
companies
the
Company
in
any
manner.
f) Whether
the
transaction
would
fall
within
related
If
party
transactions?
yes,
the
at
whether
same is done
"arm's
length"		 not
party
The
transaction
does
qualify
as a
related
transaction.
g) In
of
case of
issuance
shares
to
the
parties,
details
of
of
issue
price,
class
shares
issued		 Preferential
Allotment
of
up
to
10,76,904
17.96%Compulsorily
Convertible
Debentures
337/-
("CCDs'')
having
face
value
of
Rs.
each
and
10/-
11,95,950
Equity
Shares
of
face
value
of
Rs.
each, at an issue
price
of Rs.
337/-
each
h) Any
other
disclosures
related
to
such
agreements,
vlz.,
details
of
nominee
on
the
board
of
directors
of
the
listed
entity,
potential
conflict
of
interest
arising
out
of
such
agreements,
etc.		 Please
refer
to
sub-point
(d) above.
There
is no
potential
conflict
of
interest
that
arises
Investment
out
of
the
Agreement.

You are requested to kindly take the same on your records.

Thanking you,

For PG Electroplast Limited

Sanchay Dubey (Company Secretary)

Date: May 26, 2021 Place: Greater Naida

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