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Zensar Technologies Ltd. Capital/Financing Update 2019
61559_rns_2019-01-22_21ba62da-efdb-4b98-832b-203d86eb198a.pdf
Capital/Financing Update
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Registered Ottice : Zensar Technologies Ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621
Date: January 22, 2019
To:
BSE Limited
P.J. Towers, Dalal Street Mumbai - 400 001 Attn: Senior General Manager - Listing Compliance
National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block, Bandra-Kurla Complex Mumbai - 400 051 Attn: Head - Listing Compliance
•
BSE Scrip: 504067
NSE Scrip Code: ZENSARTECH
Dear Sir,
Sub: Disclosure pursuant to Regulation 30(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This is to inform you that Zensar Technologies Limited (Company) has entered in to definitive agreement(s) for transfer of business of its identified customers, headquartered in India by way of slump sale to Lorhan IT Services Private Limited, (a wholly owned subsidiary of First Tek Inc.) having its registered office at P NO-5/A,F no:102 , Road No -12, Banjara Hills, Hyderabad - 500034, in India.
Further, Company along with Zensar Information Technologies Limited and Zensar Software Technologies Limited (being wholly owned subsidiaries of the Company) has respectively entered in to definitive agreement(s) for sale of 100% of the share capital of these Wholly owned subsidiaries to Lorhan IT Services Private Limited, (a wholly owned subsidiary of First Tek Inc.), having its registered office at P NO-5/A,F no:102 , Road No -12, Banjara Hills, Hyderabad - 500034.
These definitive agreement(s) are subject to closing conditions.
The disclosures as per prescribed format under Regulation 30(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the circular dated September 9, 2015 is
attached, post approval and/or noting by the Committee of the ��=� held
today which ended at 01.15 PM.
•
Registered Office: Zensar Technologies Ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621
We request you to kindly take the above information on record and acknowledge receipt of the same.
Thanking you, Yours faithfully,
Zensar Technologies Limited (}
1. Encl.: As above 2. Press Release
�) rw.zen sar.com
Registered Office : Zensar Technologies Ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621
| Transfer of business of identified customers headquartered in India by ZensarTechnologies Limited by way of Slump sale | |||
|---|---|---|---|
| SI.No. | Disclosure Requirement | Details | |
| a. | the amount and percentage of the turnoverorrevenueorincomeandnetworthcontributed by such unit or division of the | Revenue contributedduringthe last FY2017-18 | INR53.81croresapprox. |
| listed entity during the last financial year; | Percentageofrevenue contributedthe last FY 2017-18 | 4.18% of standaloneturnover and 1.73%ofconsolidatedturnover approx. | |
| Networthoftransferred businessas per last FY 2017-18 | INR24.88croresapprox.• | ||
| Percentageofnetworth as per last FY2017-18 | 2.01 % of standalonenet worth approx. | ||
| b. | date on which the agreement for sale hasbeen entered into | January 22, 2019. | |
| C. | theexpecteddateofcompletionofsale/disposal; | date as may be mutually_i!greed | On or before 30th April 2019 or such other |
| d. | considerationreceivedfromsuchsale/disposal; | An upfront consideration of approximatelyINR8.45croreswithadditionalconsideration of approx. INR 8.45 crorescontingent upon exchange rate fluctuations,closing conditions and payment milestonesas agreed between the parties for the sale /disposal. | |
| e. | brief details of buyers and whether any ofthebuyersbelongtothepromoter/promoter group/group companies. If yes,details thereof; | promoter group / group companies.Details of the buyer are as under: | Buyer does not belong to the promoter / |
| 500034 | Lorhan IT Services Private Limited having itsregistered office at P NO-5/A,F no:102 ,Road No -12, Banjara Hills, Hyderabad - | ||
| f. | whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arms lenqth"; | This is not a related party transaction | |
| g. | additionally,incaseofaslumpsale,indicativedisclosuresprovidedforamalgamation/merger, shall be disclosed bythe listed entity with respect to such slumpsale. | Provided in separate table below | ��� |
| - | ((;��t' |
Registered Office: Zensar Technologies ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621
| Additional details on slumsale | |||
|---|---|---|---|
| SI.No. | Disclosure Requirement | DetailsLorhan IT Services Private Limited havingits registered office at P NO-5/A,F no:102 ,Road No -12, Banjara Hills, Hyderabad -500034 | |
| a. | Details of the acquiring entity | ||
| b. | whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arms len th"· | This is not a related party transaction | |
| C. | area of business of the entiies · | IT and ITES indust | |
| d. | Rationale | Therationale oftheslumpsale ofasdescribed herein is to enable growth of suchbusiness being transferred by 9player withbusinessplanwhile,strongZensarcontinues to focus on growing in its coremarkets. | |
| e. | in case of cash consideration - amount orotherwise share exchange ratio | An upfront consideration of approximatelywithadditionalINR8.45croresconsideration of approx. INR 8.45 crorescontingent upon exchange rate fluctuations,closing conditions and payment milestonesas agreed between the parties for the sale /dis osal. | |
| f. | briefdetailsofchangeshareholdinginattern if anof listed enti | None |
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sar.com
Registered Office : Zensar Technologies Ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621
| Details on sale of shares of Zensar Information Technologies Limited (WOS of ZensarTechnoloqies Limited) | |||
|---|---|---|---|
| SI.No. | Disclosure Requirement | Details | |
| a. | the amount and percentage of the turnoverorrevenueorincomeandnetworthcontributed by such unit or division of thelisted entity during the last financial year; | Revenue contributedduringthe last FY2017-18 | NILsincethecompanywasincorporatedinFY2017-18 andtherewerenorevenues/incomeduring the FY 2017-18. |
| Percentageofrevenue contributedthe last FY 2017-18 | Not applicable | ||
| Networthoftransferred businessas per last FY 2017-18 | tl.53INRcroresapprox. | ||
| Percentageofnetworth as per last FY2017-18 | 0.04% of standalonenet worth | ||
| b. | date on which the agreement for sale hasbeen entered into | January 22, 2019. | |
| C. | theexpecteddateofcompletionofsale/disposal· | On or before 30th April 2019 or such otherdate as may be mutually aqreed | |
| d. | considerationreceivedfromsuchsale/disposal; | INR5.30croresupwardworkingtransaction. | approximatelysubjecthowever to exchange rate fluctuations andadjustmentsascapitalmutually agreed between parties to the |
| e. | brief details of buyers and whether any ofthebuyersbelongtothepromoter/promoter group/group companies. If yes,details thereof; | promoter group / group companies.Details of the buyer are as under: | Buyer does not belong to the promoter I |
| 500034 | Lorhan IT Services Private Limited having itsregistered office at P NO-5/ A,F no: 102 ,Road No -12, Banjara Hills, Hyderabad - | ||
| f. | whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arms lenoth"· | This is not a related party transaction. | |
| g. | incaseofaslumpsale,additionally,indicativedisclosuresprovidedforamalgamation/merger, shall be disclosed bythe listed entity with respect to such slumpsale. | Not applicable. | ��� |
| 1 '5.�)tl |
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Registered Office : Zensar Technologies Ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621
| Details on sale of shares of Zensar Software Technologies Limited (WOS of ZensarTechnologies Limited) | ||||
|---|---|---|---|---|
| SI.No. | Disclosure Requirement | Details | ||
| a. | the amount and percentage of the turnoverorrevenueorincomeandnetworthcontributed by such unit or division of thelisted entity during the last financial year; | Revenue contributedduring thelast FY2017-18 | NILsincethecompanywasincorporatedinFY2017-18 andtherewerenorevenues/incomeduring the FY 2017-18. | |
| Percentageofrevenue contributedthe last FY 2017-18 | Not applicable | |||
| Networthoftransferred businessas per last FY 2017-18 | 0.73croresINRapprox.• | |||
| Percentageofnetworth as per last FY2017-18 | 0.06% of standalonenet worth | |||
| b. | date on which the agreement for sale hasbeen entered into | January 22, 2019. | ||
| C. | theexpecteddateofcompletionofsale/disposal· | On or before 30th April 2019 or such otherdate as may be mutually agreed | ||
| d. | considerationreceivedfromsuchsale/disposal; | INR 3.79 crores approximately. subject toexchangeratefluctuationsandupwardworkingmutuallycapital adjustmentsasagreedbetweenthepartiestothetransaction. | ||
| e. | brief details of buyers and whether any ofbuyersbelongthetothepromoter/promoter group/group companies. If yes,details thereof; | Buyer does not belong to the promoter Ipromoter group / group companies.Details of the buyer are as under: | ||
| Lorhan IT Services Private Limited having itsregistered office at P NO-5/A,F no:102 ,Road No -12, Banjara Hills, Hyderabad -500034 | ||||
| f. | whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arms length"; | This is not a related party transaction | ||
| g. | additionally,incaseofaslumpsale,indicativedisclosuresprovidedforamalgamation/merger, shall be disclosed bythe listed entity with respect to such slumpsale. | Not Applicable | ���� |
Zensar to divest non-core businesses
Pune, India January 22, 2019: Zensar, a leading digital solutions and technology services company that specializes in partnering with global organizations across industries on their digital transformation journey, announced that it has entered into an agreement with Lorhan IT Services Private Limited, a wholly owned subsidiary of First Tek, Inc., a US based IT services and products company to divest its Australia, Middle-East and India-based businesses. This is in line with Zensar's commitment to focus and invest in the core markets of the US, Europe and South Africa, which together comprises more than 98% of Zensar's consolidated revenue as on December 31st, 2018.
Under the terms of the transaction, identified assets, liabilities, employees, and client contracts relevant to these businesses will be transferred to Lorhan. The Australia and Middle East businesses will be transferred by way of a share sale, while the India-based business will be transferred as a slump sale.
Sandeep Kishore, Chief Executive Officer and Managing Director, Zensar Technologies commented, "Zensar is focused on strengthening its key verticals of hi-tech manufacturing, retail, and insurance in our core markets of US, Europe and South Africa. In the First-Tek group, we found the right partner for our Australia, Middle-East and India businesses. Given their focus to grow these regions we believe these businesses are aligned better for growth with First-Tek."
Speaking on this announcement, Kumar Bhavanasi, President and Chief Executive Officer, First-Tek said, "We are a fast-growing company, and were looking to expand our operations in Australia, Middle-East and India. Zensar' s operational base and the skills on offer complements our growth strategy. We look forward to adding more value to current customers and giving exciting career opportunities to the people coming on board."
Equirus represented Zensar and acted as sole advisor to the transaction.
About Zensar (www.zensar.com)
Zensar is a leading digital solutions and technology services company that specializes in partnering with global organizations across industries on their Digital Transformation journey. A technology partner of choice, backed by a strong track record of innovation; credible investment in Digital solutions; and unwavering commitment to client success, Zensar' s comprehensive range of digital and technology services and solutions enables its clients achieve new thresholds of business performance. Zensar, with its experience in delivering excellence and superior client satisfaction through myriad technology solutions, is uniquely positioned to help its clients surpass challenges they face running their existing business most efficiently, helping in their legacy transformation, and planning for business expansion and growth through innovative and digital ways.
Follow Zensar via:
Zensar Blog:http://www.zensar.com/blogs Twitter:https://twitter.com/Zensar LinkedIn:https://www.linkedin.com/company/zensar-technologies Facebook:https://www.facebook.com/Zensar
About RPG Enterprises (www.rpggroup.com)
RPG Enterprises, established in 1979, is one of India's fastest growing business groups with a turnover of Rs 23000 Cr. The group has diverse business interests in the areas of Infrastructure, Tyres, Pharma, IT and Specialty as well as in emerging innovation led technology businesses.
About First Tek (www.first-tek.com)
Founded in 2001, First Tek is a global technology company headquartered in New Jersey with offices throughout the United States and internationally. First Tek was founded with a vision to provide quality, cost-effective IT services and solutions and has grown to include a suite of businesses focused on innovation in the technology space.
From its origins partnering with leading companies to connect them with top technology talent, First Tek has expanded its services to include custom software design and development for web and mobile applications for clients ranging from mid-sized businesses to Fortune 100 companies. First Tek has more than 1,500 employees serving clients in 42 states of US and around the world.
About Lorhan (www.lorhanit.com)
Lorhan IT Services, a 100% subsidiary of First Tek, Inc., was founded to acquire the India, Middle East, Australia regional business of Zensar Technologies. Under this new brand, Lorhan continues to build on the strong track record of innovation and commitment to client success that were integral parts of the company's origins.
PR Contacts (Global Headquarters - India): Aradhana Prabhu Public Relations-Global Zensar Technologies +91-9765999749 [email protected]
Safe Harbor
Certain statements in this release concerning our future growth prospects are forward-looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for
technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.