The Phoenix Mills Ltd. — M&A Activity 2019

Aug 7, 2019

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. � THE PHOENIX MILLS LIMITED ,_,,.

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax: (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

August 7, 2019

National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra East, Mumbai- 400051

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai- 400 001

Securit code: 503100

Symbol: PHOENIXLTO

Dear Sir(s),

• Sub: Intimation under Regulation 30 read with Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Scheme of Amalgamation of Phoenix Hospitality Company Private Limited ('PHCPL') with the Company ("Scheme")

Pursuant to Regulations 30 read with Schedule Ill of the Securities and Exchange Board of India[(] Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform that the Board of Directors of The Phoenix Mills Limited[(] "Company") at their meeting held on Wednesday, August 7, 2019 have, subject to the requisite statutory and regulatory approvals/consents including the approval of Hon'ble National Company Law Tribunal, Mumbai Bench, considered and approved the scheme of amalgamation of Phoenix Hospitality Company Private Limited, a subsidiary of the Company ('PHCPL') with the Company ("Scheme") under the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Salient features of the proposed Scheme are as under:

1. Appointed Date for the Scheme would be 1 [st ] April, 2019.

2. Upon the Scheme becoming effective and upon the amalgamation of PHCPL with the Company, the shares held by the Company in PHCPL as on the record date shall stand cancelled. Pursuant to the terms of the Scheme, Company will allot 627 (Six Hundred and Twenty-Seven) fully paid-up equity shares of the Company of face value of INR 2 each for every 100 (One Hundred) fully paid-up equity shares of face value of INR 10 each held by other shareholder, i.e. Ruia International Holding Company Private Limited ('RIHCPL') in PHCPL.

3. The transfer and vesting of the undertakings and business of PHCPL in Company will be effective from Appointed Date.

Further, the details as required under the Listing Regulations read with SEBI Circular No. CIR[/] CFD[/] CMD/4/2015 dated September 9, 2015 are given in Annexure - A to this letter.

You are requested to take the aforesaid information on your record and acknowledge receipt.

Yours Faithfully, For The Phoenix Mills Limited - ��t,v-� Gajendra Mewara Company Secretary and Compliance Officer

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Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022[) ] 2496 4307 / 8 / 9 •Fax: (022[) ] 2493 8388 E-mail : info[@] thephoenixmills.com • www.thephoenixmills.com

Annexure-A

Disclosures under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015

Sr. No.	Particulars	Description
a b	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover, etc. Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"	The details of Phoenix Hospitality Company Private Limited ('Transferor Company' or 'PHCPL')and The Phoenix Mills Limited ('Transferee Company' or the 'Company')are as under: AsonMarch 31, 2019 Particulars PHCPL Company (Rs.inCrores) (Rs. in Crores) Paid Up Capital 2.32 30.66 Net Worth 153.34 2672.35 (Standalone) Turnover 0.16 502.94 (Standalone) The Transferor Company is a subsidiary of the Transferee Company and as such both the companies are related party to each other. However, the Ministry of Corporate Affairs has clarified vide its General Circular No. 30/ 2014 dated July 17, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013. The consideration for the proposed amalgamation will be discharged at an arms' length basis. The shares to be allotted to the shareholders of the Transferor Company as consideration for the amalgamation are based on the Joint Valuation Report issued by the Independent Valuers namely M/s. Bansi S. Mehta & Co. and M/s. BSR & Associates LLP. Further, a fairness opinion on the share exchange ratio as recommended by Independent Valuers has been issued by Kotak Mahindra Capital Company Limited, Independent Category-I Merchant Banker. The aforesaid Joint Valuation Report and Fairness Opinion have been duly considered, approved and recommended for Board's approval by the Audit Committee, pursuant to which the the Board of Directors of the Company have also considered and accorded their approval for the same.

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Sr. No.		Particulars		Description
C	Area	of business of the		Transferor Companyis primarily engaged in real estate
	entity(ies}			development activities
				Transferee Companyis primarily engaged in the business of mixed
				use retail-led real estate development activities on a Pan-India
				basis.
d	Rationale		for	The proposed amalgamation will lead to a simplified corporate
	amalgamation / merger			structure since it will result in the combined businesses of PHCPL
				and Company being carried on more economically, efficiently and
				beneficially and the arrangement would be in the interest of both
				the companies and their Shareholders as the businesses carried on
				by both the companies are under common
				management/shareholders. The proposed amalgamation would
				strengthen the management of the Company effectively because
				of avoidance and elimination of unnecessary duplication of time,
				costs and expenses, incurred for administration and operations of
				both the companies separately and would result in better
				utlilization of resources and assets and synergies of operations
				with integration of management and other expertise. The
				amalgamation will also result in significant reduction in the
				multiplicity of legal and regulatory compliances required at
				present to be carried out by PHCPL.
				The proposed Scheme will be beneficial, advantageous and not
				prejudicial to the interests of the shareholders, creditors and
				other stakeholders of the Company.
	In	case	of cash	Upon the Scheme becoming efective, the shares held by the
	consideration		- amount or	Company in PHCPL as on the record date shall stand cancelled.
	otherwise share exchange			Pursuant to the terms of the Scheme, Company will allot 627 (Six
	ratio;			Hundred and Twenty-Seven} fully paid-up equity shares of the
e				Company of face value of INR 2 each for every 100 (One Hundred)
				fully paid-up equity shares of face value of INR 10 each held by
				other shareholder, i.e. Ruia International Holding Company
				Private Limited ('RIHCPL') in PHCPL.
				There will be change in the shareholding pattern of the Transferee
				Company pursuant to Scheme in accordance with the share
				exchange Ratio. The brief details of shareholding of the Transferor
				Company and Transferee Company, pre and post amalgmation is
				as follows:
	Brief	details of change in
f	shareholding		pattern (if
	any} of listed entity

	Sr. No.	Pariculars				Description
			Transferee Company
				Category	Pre-Amalgamation				Post-Amalgamation
					No.of		%	of	No.of Shares			%	of
					Shares		Total					Total
				Promoters	9,62,15,882		62.75		10,24,85,882			64.21·
				Public	5,71,27,808		37.25		5,71,27,808			35.79
				* without the	dilutive effect of outstanding ESOPs						granted		but
			either not vested or vested but not exercised.
			Transferor Company :
				Category		Pre-Amalgamation				Post-Amalgamation
						No.of Shares	% of Total			No.of Shares	1	% Total	of
				The Phoenix		13,21,400	56.923
				Mills Limited
				Ruia		9,99,900	43.073
				International						Not Applicable as the
				Holding						Transferor		Company
				Company						willstand		dissolved
				Private						pursuant			to
				Limited						amalgamation
				Ruia		100	0.004
				International
				Holding
				Company
				Private
				Limited
				jointly with
				Mr. Atul Ruia