Aditya Birla Capital Limited (“ABCL” or “the Company”) will sell its entire stake in Aditya Birla Insurance Brokers Limited (“ABIBL”) (a non-material subsidiary of the Company) subject to requisite approvals.
The sale of entire 25,65,103 equity shares of Rs. 10/- each, held by the Company (along with its nominees), representing 50.002% of the issued and paid-up share capital of ABIBL to Edme Services Private Limited (“Purchaser”). The Purchaser is part of the Samara Capital Group and an affiliate of Samara Alternate Investment Fund.
The execution of a share purchase agreement (“SPA”) between ABIBL, Infocyber India Private Limited (“Infocyber”, the other shareholder of ABIBL) and the Purchaser, for sale of entire 100% of the issued and paid-up share capital of ABIBL to the Purchaser, including 25,64,897 equity shares of Rs. 10/- each held by Infocyber, representing the balance 49.998% of the issued and paid-up share capital of ABIBL (“Proposed Transaction”), at an enterprise value of Rs. 4,550,000,000 (Rupees Four Thousand Five Hundred and Fifty Million) on a cash free and debt free basis, and subject to closing adjustments on the terms set out in the SPA.
Further, under the SPA, the Company and Infocyber may receive an additional consideration after completion of 5 (five) years from the closing which is conditional upon the fulfilment of certain conditions under the SPA. The Company shall be entitled to receive 50.002% of any consideration (including additional consideration) paid by the Purchaser in lieu of its acquisition of 100% of ABIBL’s issued and paid-up share capital in accordance with the SPA.
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