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Route Mobile Limited M&A Activity 2023

Jul 17, 2023

61371_rns_2023-07-17_3044c6ee-0dff-4210-ab34-f581e237860a.pdf

M&A Activity

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Ref. No.: RML/2023-24/373

Date: July 17, 2023

To, BSE Limited, National Stock Exchange of India Limited, P J Towers, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, Mumbai – 400 001. Bandra (E), Mumbai – 400 051. Scrip Code: 543228 NSE Symbol: Route

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 and Regulation 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI (LODR) Regulations”)

We wish to inform you that the promoters and members of the promoter group ( detailed in the Annexure below ) (collectively referred to as the “ Sellers ”) of Route Mobile Limited (“ Company ”) have entered into a Share Purchase Agreement dated July 17, 2023 (the “ Share Purchase Agreement ” or “ SPA ”) with Proximus Opal S.A./ N.V. (“ Acquirer ”) and Proximus S.A. (" Proximus ”), pursuant to which the Sellers propose to sell their entire shareholding in the Company (i.e. 3,64,14,286 equity shares representing 57.56% of the Expanded Voting Share Capital as on date) (“ Sale Shares ”) to the Acquirer. The consummation of the SPA would result in the Acquirer acquiring control over the Company. The foregoing proposed transaction being hereinafter referred to as the “ Proposed Transaction ”.

The Proposed Transaction shall attract an obligation on the Acquirer to make an open offer as required under Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“ SEBI (SAST) Regulations ”).

In addition, the Board was informed that Proximus has entered into a share sale agreement dated July 17, 2023 (“ Share Sale Agreement ”) with Clear Bridge Ventures LLP, an affiliate of the Sellers (referred to as the “ Sellers’ Affiliate ”). Pursuant to the Share Sale Agreement, the Sellers’ Affiliate intends to make a minority investment in the Acquirer and acquire 94,10,742 equity shares of the Acquirer from Proximus (representing up to a maximum of 14.5% of the share capital of the Acquirer) subject to satisfaction of the identified conditions precedent set out therein. In this regard, the Acquirer and the Sellers’ Affiliate have also entered into a shareholders agreement dated July 17, 2023 to record the rights and obligations of the Sellers’ Affiliate vis-à-vis the Acquirer (“ Shareholders’ Agreement ”).

Please find attached details in the annexure to this letter, disclosed pursuant to Regulation 30 and Regulation 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ LODR Regulations ”) read with Para 5 and Para 5A of Part A, Schedule III of the LODR Regulations, Paragraph A.5 of Annexure 18 of the master circular bearing reference number SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and Paragraph A.5A of Annexure I of the circular bearing reference number SEBI/HO/CFD/CFDPoD-1/P/CIR/2023/123 dated July 13, 2023 issued by Securities and Exchange Board of India with respect to the SPA by and between the Sellers, the Acquirer and Proximus.

The meeting of the Board of Directors commenced at 8.55 am and concluded at 9.02 am. Kindly take the above on record.

Thanking you, Yours faithfully, For Route Mobile Limited

Digitally signed by: Rathindra das DN: CN = Rathindra das C = IN O = Personal Date: 2023.07.17 09:08:23 +05'30'

Rathindra das

________________

Rathindra Das Group Head‐Legal, Company Secretary and Compliance Officer M. No. F12663

==> picture [566 x 27] intentionally omitted <==

ANNEXURE I

Details pursuant to Regulation 30 and Regulation 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para 5 and Para 5A of Part A, Schedule Ill of the LODR Regulations, Paragraph A.5 of Annexure 18 of the master circular bearing reference number SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and Paragraph A.5A of Annexure I of the circular bearing reference number SEBI/HO/CFD/CFD‐PoD‐1/P/CIR/2023/123 dated July 13, 2023 issued by Securities and Exchange Board of India

______________________

Sr.
No.		 Particulars of disclosure Disclosure
1. Name(s)
of
parties
with
whom
the
agreement
is
entered.		 Sellers (Promoters and members of Promoter Group):
(i)
Chandrakant J Gupta (HUF);
(ii)
Rajdipkumar C Gupta (HUF);
(iii) Sandipkumar C Gupta (HUF);
(iv)
Sandipkumar Chandrakant Gupta;
(v)
Rajdip Kumar Chandrakant Gupta;
(vi)
Chandrakant Jagannath Gupta;
(vii) Chamelidevi Chandrakant Gupta;
(viii) Sarika R Gupta;
(ix)
Sunita S Gupta; and
(x)
Sandipkumar Chandrakant Gupta (holding shares as a trustee on
behalf of CC Gupta Family Trust).
Acquirer
Proximus Opal S.A.
PAC
Proximus S.A./ N.A. (“Proximus”)
2. If the listed company is not a
party to the Agreement
(i) name
of
the
party
entering into such an
agreement
and
the
relationship
with
the
listed entity;
(ii) details
of
the
counterparties
to
the
agreement
(including
name and relationship
with the listed entity);
(iii) date of entering into the
agreement.		 (i) Route Mobile Limited is not a party to the Share Purchase
Agreement. The promoters and members of promoter group of the
Company have executed the SPA with the Acquirer and Proximus.
(ii) Other than as specified above, the counterparties to the SPA (i.e., the
Acquirer and Proximus) do not have a relationship with the
Company.
(iii) The Share Purchase Agreement between the Sellers, the Acquirer
and Proximus has been executed on July 17, 2023.
3. Purpose of entering into the
agreement		 The Sellers, the Acquirer and Proximus have executed a Share Purchase
Agreement whereby the Acquirer proposes to acquire the Sale Shares
(being the entire share capital held by the Sellers representing 57.56%
of the Expanded Voting Share Capital of the Company) in the manner
and terms of the SPA.
The consummation of the Proposed Transaction is subject to
satisfaction of the identified conditions precedent (including, but not
limited to, receipt of the Required Statutory Approvals as set out in the
Share Purchase Agreement).

==> picture [566 x 27] intentionally omitted <==

4. Shareholding, if any, in the
entity
with
whom
the
agreement is executed
5. (i) Significant terms of the
agreement
(in
brief)
special rights like right to
appoint directors, first
right to share subscription
in case of issuance of
shares, right to restrict
any change in capital
structure etc;
(ii) Extent and nature of
impact on management
and control of the Listed
Company
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v
communicationsimplified		 4. Shareholding, if any, in the
entity
with
whom
the
agreement is executed
5. (i) Significant terms of the
agreement
(in
brief)
special rights like right to
appoint directors, first
right to share subscription
in case of issuance of
shares, right to restrict
any change in capital
structure etc;
(ii) Extent and nature of
impact on management
and control of the Listed
Company
"""1..routemobile
v
communicationsimplified		 4. Shareholding, if any, in the
entity
with
whom
the
agreement is executed
5. (i) Significant terms of the
agreement
(in
brief)
special rights like right to
appoint directors, first
right to share subscription
in case of issuance of
shares, right to restrict
any change in capital
structure etc;
(ii) Extent and nature of
impact on management
and control of the Listed
Company
"""1..routemobile
v
communicationsimplified		 Further, the Proposed Transaction shall attract an obligation on the
Acquirer to make an open offer as required under Regulation 3(1) and
4 of the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (“SEBI (SAST)
Regulations”) referred to as the “Open Offer”).
Please refer to our disclosures above with respect to the Share Sale
Agreement.
(a) The sale of such equity shares under the SPA is proposed to be
executed at a price of ₹1,626.40 per equity share in compliance
with applicable law, including the Foreign Exchange Management
Act, 1999, the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 and the SEBI (SAST) Regulations.
(b) Simultaneously with the acquisition of the Sale Shares, the
Acquirer shall, in accordance with applicable law, including the
SEBI (SAST) Regulations, nominate certain individuals for
appointment as directors on the board of directors of the Company
(while certain existing directors of the Company who have been
nominated as directors of the Company by Sellers shall resign from
the board of directors of the Company).
(c) Rajdipkumar Chandrakant Gupta shall continue to serve as the
group Chief Executive Officer and Managing Director of the
Company post consummation of the SPA and any revision in his
employment terms shall be subject to board and shareholder
approval of the Company.
In addition to the above, Rajdipkumar will be appointed as the
head of the communications platform as a service (CPaaS) business
of the group.
(d) Pursuant to the Open Offer and the consummation of the Proposed
Transaction and subject to compliance with the SEBI (SAST)
Regulations, the Acquirer will acquire control over the Company
and the Acquirer shall become the promoter of the Company
including in accordance with the provisions of the SEBI (LODR)
Regulations. Further, upon sale of the entire shareholding of the
Sellers in the Company pursuant to the SPA, the Sellers are
desirous that they will cease to be members of the promoter and
promoter group of the Company in accordance with applicable law.
(e) If, as a result of the acquisition of Equity Shares pursuant to the
Share Purchase Agreement and the Open Offer, the public
shareholding in the Company falls below the minimum level
required as per Rule 19A of the SCRR, the Acquirer and Proximus
will ensure that the Target Company satisfies the minimum public
shareholding set out in Rule 19A of the SCRR in compliance with
applicable laws.
(f) In addition to the above, the SPA provides for certain stand still
obligations on the Group Companies (as defined in the SPA),
pursuant to which the Group Companies (which includes the
Company) shall not undertake certain actions, between the
Execution Date (as defined inthe SPA) and the ClosingDate (as
Registered&CorporateOffice:
RouteMobileLimited
4'"Dimension,3"' floor,MindSpace, Malad (West),
Mumbai-400064,India
+912240337676/77-99IFax:+972240337650
[email protected]
CIN No:L72900MH2004PLC746323
Further, the Proposed Transaction shall attract an obligation on the
Acquirer to make an open offer as required under Regulation 3(1) and
4 of the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (“SEBI (SAST)
Regulations”) referred to as the “Open Offer”).
4. Shareholding, if any, in the
entity
with
whom
the
agreement is executed		 Please refer to our disclosures above with respect to the Share Sale
Agreement.
5. (i) Significant terms of the
agreement
(in
brief)
special rights like right to
appoint directors, first
right to share subscription
in case of issuance of
shares, right to restrict
any change in capital
structure etc;
(ii) Extent and nature of
impact on management
and control of the Listed
Company		 (a) The sale of such equity shares under the SPA is proposed to be
executed at a price of ₹1,626.40 per equity share in compliance
with applicable law, including the Foreign Exchange Management
Act, 1999, the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 and the SEBI (SAST) Regulations.
(b) Simultaneously with the acquisition of the Sale Shares, the
Acquirer shall, in accordance with applicable law, including the
SEBI (SAST) Regulations, nominate certain individuals for
appointment as directors on the board of directors of the Company
(while certain existing directors of the Company who have been
nominated as directors of the Company by Sellers shall resign from
the board of directors of the Company).
(c) Rajdipkumar Chandrakant Gupta shall continue to serve as the
group Chief Executive Officer and Managing Director of the
Company post consummation of the SPA and any revision in his
employment terms shall be subject to board and shareholder
approval of the Company.
In addition to the above, Rajdipkumar will be appointed as the
head of the communications platform as a service (CPaaS) business
of the group.
(d) Pursuant to the Open Offer and the consummation of the Proposed
Transaction and subject to compliance with the SEBI (SAST)
Regulations, the Acquirer will acquire control over the Company
and the Acquirer shall become the promoter of the Company
including in accordance with the provisions of the SEBI (LODR)
Regulations. Further, upon sale of the entire shareholding of the
Sellers in the Company pursuant to the SPA, the Sellers are
desirous that they will cease to be members of the promoter and
promoter group of the Company in accordance with applicable law.
(e) If, as a result of the acquisition of Equity Shares pursuant to the
Share Purchase Agreement and the Open Offer, the public
shareholding in the Company falls below the minimum level
required as per Rule 19A of the SCRR, the Acquirer and Proximus
will ensure that the Target Company satisfies the minimum public
shareholding set out in Rule 19A of the SCRR in compliance with
applicable laws.
(f) In addition to the above, the SPA provides for certain stand still
obligations on the Group Companies (as defined in the SPA),
pursuant to which the Group Companies (which includes the
Company) shall not undertake certain actions, between the
Execution Date (as defined inthe SPA) and the ClosingDate (as
6. Whether, the said parties are
related
to
promoter/
promoter
group/
group
companies in any manner. If
yes, nature of relationship.
7. Whether
the
transaction
would fall within related
party transactions? If yes,
whether the same is done at
“arm’s length.”
8. In case of issuance of shares to
the parties, details of issue
price, class of shares issued.
9. 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.
10. In
case
of
rescission,
termination or amendment or
alteration of agreement, listed
entity
shall
disclose
additional details to the stock
exchange(s):
(a) name of parties to the
agreement
(b) nature of the agreement
(c) date of execution of the
agreement
(d) details and reasons for
amendment or alteration and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier).
(e) reasons for rescission and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier)
11. details and quantification of
the restriction or liability
imposed
upon
the
listed
entity;
"""1..routemobile
v
communicationsimplified		 6. Whether, the said parties are
related
to
promoter/
promoter
group/
group
companies in any manner. If
yes, nature of relationship.
7. Whether
the
transaction
would fall within related
party transactions? If yes,
whether the same is done at
“arm’s length.”
8. In case of issuance of shares to
the parties, details of issue
price, class of shares issued.
9. 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.
10. In
case
of
rescission,
termination or amendment or
alteration of agreement, listed
entity
shall
disclose
additional details to the stock
exchange(s):
(a) name of parties to the
agreement
(b) nature of the agreement
(c) date of execution of the
agreement
(d) details and reasons for
amendment or alteration and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier).
(e) reasons for rescission and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier)
11. details and quantification of
the restriction or liability
imposed
upon
the
listed
entity;
"""1..routemobile
v
communicationsimplified		 6. Whether, the said parties are
related
to
promoter/
promoter
group/
group
companies in any manner. If
yes, nature of relationship.
7. Whether
the
transaction
would fall within related
party transactions? If yes,
whether the same is done at
“arm’s length.”
8. In case of issuance of shares to
the parties, details of issue
price, class of shares issued.
9. 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.
10. In
case
of
rescission,
termination or amendment or
alteration of agreement, listed
entity
shall
disclose
additional details to the stock
exchange(s):
(a) name of parties to the
agreement
(b) nature of the agreement
(c) date of execution of the
agreement
(d) details and reasons for
amendment or alteration and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier).
(e) reasons for rescission and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier)
11. details and quantification of
the restriction or liability
imposed
upon
the
listed
entity;
"""1..routemobile
v
communicationsimplified		 defined in the SPA) of the SPA, without prior written consent of the
Acquirer. The standstill obligations are set out in the SPA, a copy of
which will be available for inspection to the public shareholders as
part of the documents available for inspection under the Open
Offer.
The Sellers are promoters/members of the promoter group of the
Company.
No - The transaction is not a related party transaction.
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Registered&CorporateOffice:
RouteMobileLimited
4'"Dimension,3"' floor,MindSpace, Malad (West),
Mumbai-400064,India
+912240337676/77-99IFax:+972240337650
[email protected]
CIN No:L72900MH2004PLC746323
defined in the SPA) of the SPA, without prior written consent of the
Acquirer. The standstill obligations are set out in the SPA, a copy of
which will be available for inspection to the public shareholders as
part of the documents available for inspection under the Open
Offer.
6. Whether, the said parties are
related
to
promoter/
promoter
group/
group
companies in any manner. If
yes, nature of relationship.		 The Sellers are promoters/members of the promoter group of the
Company.
7. Whether
the
transaction
would fall within related
party transactions? If yes,
whether the same is done at
“arm’s length.”		 No - The transaction is not a related party transaction.
8. In case of issuance of shares to
the parties, details of issue
price, class of shares issued.		 Not Applicable
9. 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.		 Not Applicable
10. In
case
of
rescission,
termination or amendment or
alteration of agreement, listed
entity
shall
disclose
additional details to the stock
exchange(s):
(a) name of parties to the
agreement
(b) nature of the agreement
(c) date of execution of the
agreement
(d) details and reasons for
amendment or alteration and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier).
(e) reasons for rescission and
impact
thereof
(including
impact on management or
control and on the restriction
or liability quantified earlier)		 Not Applicable
11. details and quantification of
the restriction or liability
imposed
upon
the
listed
entity;		 Not Applicable

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