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Sterlite Technologies Limited. M&A Activity 2019

Sep 25, 2019

59411_rns_2019-09-25_585269d5-5a11-419c-9b77-31ed41083afe.pdf

M&A Activity

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Sterlite Technologies Limited Godrej Millennium, 9, Koregoan Road, Pune 411 001, Maharashtra, India Phone: +91-20-30514000 Fax: +91-20-30514113

www.sterlitetech.com

September 25, 2019

BSE Limited

Corporate Relations Department 151 Floor, New Trading Ring, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

National Stock Exchange of India Ltd

Exchange Plaza, 51 hFloor, Plot C/1, G-Biock, Bandra-Kurla Complex, Sandra (East), Mumbai 400 051

Symbol: STRTECH

Dear Sirs,

Scrip Code: 532374

Sub: STL to acquire European Data Centre design & deployment company

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that Sterlite Global Venture (Mauritius) Limited a wholly owned subsidiary of STL, has entered into definitive agreements to acquire a 100% stake in Impact Data Solutions Group. The Group, made up of Impact Data Solutions Limited, UK and its affiliate company, provides network infrastructure solutions to hyper-scale data centres and colocation providers. As part of the transaction STL has acquired 80% of the shares of the Group in the first tranche and the balance 20% will be acquired over the next few years on an earn out model.

In this regard, please find enclosed herewith the disclosures required under Regulation 30, a Press Release and Investor Presentation.

We request you to take the aforesaid on record.

Thanking you,

Yours sincerely, For Sterlite Technologies Limited ~ Amit Deshpande

Company Secretary (ACS 17551)

Enclosures: As above

Sterlite Technologies Limited

GodreJ Millennium, 9 Koregoan Road . Pune 411 001 . Maharashtra . India Phone: +H1-20-30514000 Fax +91-20-3051411 3 www.sterlitetech.com

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.No. Particulars Description
A Name of the target entity, details in brief such
as size, turnover etc.
Target Name: Impact Data Solutions Limited
and affiliate; (Together represented as IDS
Group)
B 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"
Not a related party transaction.
c , Industry to which the entity being acquired
. belongs
. Data Centre Infrastructure
D 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 acquisition provides opportunities for cross
leveraging
customers,
expanding
geographically, and adds "inside" data centre
solutions to STL's offerings portfolio.
E j Brief details of any governmental or regulatory
4:!pprovals required for the acquisition
None.
F ! Indicative time period for completion of the
acquisition
I First tranche already closed; balance to be
acquired on an earn out model over next few
year~
G Nature of consideration- whether cash
consideration or share swap and details of the
: same
· Cash consideration.
H Cost of acquisition or the price at which the
' shares are acquired
! . -----------
Enterprise Value of approx. £12Mn (12 Million
I GBP), representing 100% of the share capital of
the group. Acquired 80% of IDS Group in first
j tranche. (Consideration to be adjusted based on
~ctual year e~d _!i_r:J?Incials)
_
I . , §h_ar~~g)di llg percent?~g ~ ~cquired

80%
,J
L.
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
i information (in brief)
I_
The IDS Group provides network infrastructure
solutions to hyper-scale data centres and
colocation providers. The Group has presence
across Europe .
significant I Turnover 2018:
- £8 Mn (8 Million GBP)

For Sterlite Technologies Limited

~ Amit Deshpande Company Secretary (ACS 17551)

Godrej Millennium, 9, Koregoan Road, Pune 411 001, Maharashtra, India

Phone: +91-20-30514000 Fax: +91-20-30514113

PRESS RELEASE FOR IMMEDIATE DISSEMINATION

STL acquires European Data Centre design and deployment Company

Marks STL's entry into Hyper‐Scale Data centre Services space

Establishes STL Network Services' presence globally

London, UK – September 25, 2019: STL [NSE: STRTECH], a global data network solutions company, today announced the acquisition of IDS Group, a data centre network infrastructure design and deployment specialist based in the United Kingdom.

As part of the overall transaction structure, STL will acquire 100% stake in UK based Impact Data Solutions Limited (IDS) and its affiliate, together represented as IDS Group.

The privately held IDS Group is a niche solution provider of design and deployment offerings for hyper scale data centres. These solutions are for cloud and colocation providers coupled with containment solutions for 'inside' data centres' infrastructure requirements. IDS is a key partner to two of the top four global cloud companies for their data centre connectivity needs with one relationship extending continuously for the last ten years. The company has a pan European presence with a dedicated partner ecosystem for flawless execution.

The transaction is structured to acquire 100%. Out of this 80% has been acquired, and the remaining 20% will be acquired based on an earn‐out model, over the next few years. It is an all cash deal financed by a combination of internal accruals and foreign currency debt instruments at an Enterprise Value of approx. £12 Mn (12 Million GBP), representing 100% of Share Capital of the IDS Group.

The acquisition solidifies STL's position in the cloud and data centre market and brings access to two of the top global cloud providers into its customer pool. This acquisition brings STL one step closer towards its journey of expanding its addressable market to \$75Bn by 2023.

"It is our endeavour to be more and more relevant to our customers' data network creation needs across the globe. The massive growth in data transmission and high bandwidth applications are driving a large need for edge compute and localised data centre, which makes this an extremely attractive space for investment. Ben and team have established IDS to be a very strong contender in this space, making this acquisition extremely well aligned to our stated strategy of strengthening our solutions to our Cloud Provider customer segment, and taking our Network Services Business global." said Dr. Anand Agarwal, Group CEO STL.

Ben Parker, IDS CEO said at this occasion: "We are incredibly excited at the prospect of working together with STL to scale our already highly successful business operations and services to support our growing customer base. Joining the STL global platform will enable us to fast track our expansion with the quality, scale and breadth of competencies needed to meet our customers' complex design and deployment requirements."

Sterlite Technologies Limited

Godrej Millennium, 9, Koregoan Road, Pune 411 001, Maharashtra, India

Phone: +91-20-30514000 Fax: +91-20-30514113

About STL ‐ Sterlite Technologies Ltd

STL is a global leader in end‐to‐end data network solutions.

We design and deploy high‐capacity converged fibre and wireless networks. With expertise ranging from optical fibre and cables, hyper‐scale network design, and deployment and network software, we are the industry's leading integrated solutions provider for global data networks. We partner with global telecom companies, cloud companies, citizen networks and large enterprises to design, build and manage such cloud‐native software‐defined networks.

STL has innovation at its core. With intense focus on end‐to‐end network solutions development, we conduct fundamental research in next‐generation network applications at our Centres of Excellence. STL has strong global presence with next‐gen optical preform, fibre and cable manufacturing facilities in India, Italy, China and Brazil and two software‐development centres.

STL.tech |Twitter | LinkedIn | YouTube

Corporate Communications

Vinay Rawat Phone: +91. 8669981631 Head – Media Relations Email: [email protected]

Investor Relations Vishal Aggarwal Phone: +91.20. 30514000 Head – M&A and Investor Relations Email: [email protected]

Acquisition of IDS Group

25th September 2019

Safe Harbour

Certain words and statements in this communication concerning Sterlite Technologies Limited ("the Company") and its prospects, and other statements relating to the Company's expected financial position, business strategy, the future development of the Company's operations and the general economy in India & global markets, are forward looking statements.

Such statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of the Company, or industry results, to differ materially from those expressed or implied by such forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future.

The important factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements include, among others, changes in government policies or regulations of India and, in particular, changes relating to the administration of the Company's industry, and changes in general economic, business and credit conditions in India.

The information contained in this presentation is only current as of its date and has not been independently verified. No express or implied representation or warranty is made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this presentation. None of the Company or any of its affiliates, advisers or representatives accepts any liability whatsoever for any loss howsoever arising from any information presented or contained in this presentation. Please note that the past performance of the Company is not, and should not be considered as, indicative of future results. Furthermore, no person is authorized to give any information or make any representation which is not contained in, or is inconsistent with, this presentation. Any such extraneous or inconsistent information or representation, if given or made, should not be relied upon as having been authorized by or on behalf of the Company.

The Company may alter, modify or otherwise change in any manner the contents of this presentation, without obligation to notify any person of such revision or changes.

Persons should consult their own financial or tax adviser if in doubt about the treatment of the transaction for themselves

These materials are, are being given solely for your information and for your use, and may not be copied, reproduced or redistributed to any other person in any manner. The distribution of this presentation in certain jurisdictions may be restricted by law. Accordingly, any persons in possession of this presentation should inform themselves about and observe any such restrictions

STL at a Glance

Core Business 1

Data Networks Innovator For the network creators

Innovation Engines 3

System Based Solutions including Connectivity, Network Services and Software

Communication service providers

Citizen networks

273 Patents 3 Innovation Centers 3300+ Employees

Impact Data Solutions

A Niche Data Centre Design & Deployment Company

Headquarters: Fleet, UK

Year Founded: 2009

Employees: 21

Key customers:

  • Global Cloud Providers
  • Colocation Providers
  • Enterprises

Geographies served: Europe and UK

Financial Profile:

  • 2018 Revenue ~ £8Mn
  • 2019E Revenue ~ £10-12Mn
  • EBITDA Margin of ~ 20%
  • Debt Free Copyright © 2019 Sterlite Tech. 4
Financing
Mix of internal accruals and foreign
currency debt instruments
Consideration
All Cash deal at an Enterprise Value of ~ £12Mn (representing 100% of the share
capital of the IDS Group); 80% stake acquired on closing of first tranche

Balance 20% to be acquired on an earn out model in the next few years on a similar
valuation
methodology
Potential synergy areas
Cross leveraging customers

Expanding
to STL's current geographies

Offering end to end data centre
infrastructure solutions
Timing
on 24th
Signing and closing (Tranche
1)
September 2019

Strategic Rationale

With IDS, STL would have access to 3 of the top 4 global cloud providers; offer integrated data centre connectivity solutions and strengthen foothold in European markets

Entry into "Inside" Data Centre Services 1

Marquee Customer Access: Top Global Cloud Providers 2

Integration Strategy

Integrating our Unique Capabilities Across the Layers of Data Network

Strengthening our End to End data network offerings with IDS.

beyond tomorrow