In 2021, Phoenix Mills Limited (‘Company’), Canada Pension Plan Investment Board through its entity viz. CPP Investment Board Private Holdings (4) Inc. (‘CPP Investment’) and Plutocrat Commercial Real Estate Private Limited (‘PCREPL’), a subsidiary company, had entered into and executed Securities Subscription and Purchase Agreement (‘SSPA’) and Shareholders Agreement (‘SHA’) for investment of Rs 1350 crores by CPP Investment in multiple tranches on an aggregate basis, through a combination of primary and secondary investments, subject to fulfilment of the terms and conditions contained in the said agreements.
At the time of above agreements, CPP Investment had completed its first tranche of investment of Rs 787 crores in PCREPL by subscribing to 5,195 equity shares having face value of Rs 10/- each at a premium of Rs 1,442,723.3975 per equity share amounting to Rs 749,50,00,000/- and by way of secondary acquisition of 260 equity shares of PCREPL from the Company, for a consideration of Rs 37,50,00,000/-.
Subsequent to the completion of said first tranche of investment by CPP Investment, the Company and CPP Investment held 64.10% and 35.90% respectively, of the paid-up equity share capital in PCREPL. Pursuant to the terms of the said SHA, CPP Investment is entitled to further increase its equity holding upto 49% of the paid-up share capital of PCREPL subject to fulfilment of the terms mentioned in the SHA.
CPP Investment has now, on March 27, 2023, completed its second tranche of investment in PCREPL on private placement basis by subscribing to 1,109 equity shares having face value of Rs 10/- at a premium of Rs 14,42,731.2083 per equity share aggregating to Rs 160 crore.
As a result of the aforesaid investment by CPP Investment and allotment of equity shares by PCREPL, the Company and CPP Investment hold 59.74% and 40.26% respectively, of the paid up equity share capital in PCREPL.
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