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Usha Martin Ltd. — Capital/Financing Update 2024
Dec 6, 2024
60724_rns_2024-12-06_32cd8af4-44b5-4b92-8830-92b6004e5526.pdf
Capital/Financing Update
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Date : 6[th] December, 2024
The Secretary The Manager Societe de la Bourse de Luxembourg The BSE Limited National Stock Exchange of India Ltd 35A Bouleverd Joseph II Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, L-1840, Luxembourg Dalal Street Plot No.C/1, G Block, [Scrip Code: US9173002042] Mumbai – 400 001 Bandra Kurla Complex, Bandra [Scrip Code:517146] Mumbai – 400 051 [Symbol: USHAMART]
Dear Sir / Madam,
Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 30 read with Para A, Part A, Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we hereby inform that Usha Martin Americas Inc. (hereinafter referred to as “UMAI”), a wholly owned subsidiary of the Company in the United States of America has entered into an Agreement to acquire 2.02% of the share capital of Usha Siam Steel Industries Public Company Limited (hereinafter referred to as “USSIL”), a subsidiary of the Company from Kobelco Wire Company Limited. Subsequent to the acquisition of the said shares by UMAI, USSIL shall become a step - down wholly owned subsidiary of the Company.
The intimation of the execution of the aforementioned Agreement was received by the Company at 09:16 am today.
The relevant information as required under Regulation 30 and Schedule III of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024 is annexed herewith as Annexure A.
Yours faithfully, For Usha Martin Limited
Digitally signed by MANISH MANISH AGARWAL AGARWAL Date: 2024.12.06 17:23:27 +05'30'
Manish Agarwal Company Secretary & Compliance Officer
Encl: as above
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Annexure A
Information required under Regulation 30 of Listing Regulations read with the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024, pertaining to acquisition:
Circular |
No. SEBI/HO/CFD/PoD2/CIR/P/01 |
5 |
5 dated 11thNovember 2024, pertaining to acquisition |
|---|---|---|---|
| Sr. No. | Particulars | Details | |
| 1. | Name of the target entity, details in brief such as size, turnover etc. |
Name of the target entity: Usha Siam Steel Industries Public Company Limited (“USSIL”) Details as at 30thSeptember, 2024 Turnover:Baht 735.32 million PAT:Baht 21.40 million Net worth:Baht 886.55 million |
|
| 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” |
USSIL is a subsidiary of Usha Martin Limited (“UML”) wherein UML is holding 92.31%, Usha Martin Singapore Pte Limited, a wholly owned subsidiary of UML holds 5.67% and Kobelco Wire Company Limited, a non-related entity holds 2.02%. Usha Martin Americas Inc., (“UMAI”) a wholly owned subsidiary of UML proposes to acquire the entire shareholding of Kobelco Wire Company Limited in USSIL. The proposed transaction is not a related party transaction. None of the promoter / promoter group / group companies have anyinterest in the said acquisition. |
|
| 3. | Industry to which the entity being acquired belongs |
USSIL is in the business of manufacturing and sales of steel wire and wire rope products. |
|
| 4. | Objects and impact 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) |
Purchase of shares is in the ordinary course of business. Post this acquisition, USSIL will become a step-down wholly owned subsidiary of UML. |
|
| 5. | Brief details of any governmental or regulatory approvals required for the acquisition |
NA | |
| 6. | Indicative time period for completion of the acquisition |
Tentatively by 15thDecember’2024 | |
| 7. | Consideration – whether cash consideration orshare swap or any other form and details of the same |
Cash Consideration |
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| Sr. No. | Particulars | Details | ||||
| 8. | Cost of acquisition and/or | the | Cost of acquisition is approx. Baht 14.25 million | |||
| price at which the shares | are | |||||
| acquired | ||||||
| 9. | Percentage of shareholding / | 2,89,595 equity shares i.e. 2.02% shareholding held | ||||
| control acquired and |
/ | or |
by Kobelco Wire Company Limited in USSIL. | |||
| number of shares acquired | ||||||
| 10. | Brief background about | the | USSIL was incorporated on 22ndMay 1980 in | |||
| entity acquired in terms | of | Thailand | ||||
| products/line of business |
||||||
| acquired, date |
of | USSIL is in the business of manufacturing and sales | ||||
| incorporation, history of | last 3 | of steel wire and wire rope products. | ||||
| years turnover, country in | which | |||||
| the acquired entity |
has | Last 3 years turnover of USSIL: | ||||
| presence and any |
other | |||||
| significantinformation (in | brief) | Year ended 31stMarch 2024 – Baht 1,528.64 million | ||||
| Year ended 31stMarch 2023 – Baht 1,821.20 million | ||||||
| Year ended 31stMarch 2022 – Baht 1,631.88 million. | ||||||