TIDM60CX
RNS Number : 2182D
Housing Development Fin. Corp. Ltd.
19 June 2023
Ref. No.: SE/2023-24/106
June 19, 2023
BSE Limited National Stock Exchange of India Limited
P J Towers, Exchange Plaza,
Dalal Street, Bandra-Kurla Complex,
Mumbai - 400001. Bandra (E), Mumbai - 400051.
Kind Attn: Sr. General Manager Kind Attn: Head - Listing
DCS - Listing Department
Dear Sir / Madam,
Sub: Disclosure under Regulation 30 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended ("SEBI Listing
Regulations") - sale of stake in HDFC Credila Financial Services
Limited
Ref: Composite scheme of amalgamation ("Scheme") for the
amalgamation of: (i) HDFC Investments Limited and HDFC Holdings
Limited, wholly-owned subsidiaries of Housing Development Finance
Corporation Limited ("the Corporation") with and into the
Corporation; and (ii) the Corporation with and into HDFC Bank
Limited ("HDFC Bank") ("Ongoing Amalgamation")
This is in furtherance to our earlier intimation dated April 4,
2022 informing about the decision taken by the Board of Directors
of the Corporation approving the Scheme under Sections 230 to 232
of the Companies Act, 2013, and rules and regulations thereunder,
subject to receipt of various statutory and regulatory
approvals.
We also refer to our earlier intimation dated April 21, 2023,
wherein we had informed that HDFC Bank had made certain requests to
the Reserve Bank of India ("RBI") and that the RBI vide its letter
dated April 20, 2023, had provided certain forbearances/
clarifications to HDFC Bank. Under the said letter, RBI had inter
alia advised that shareholding in HDFC Credila Financial Services
Limited ("HDFC Credila") (a wholly-subsidiary of the Corporation)
be brought down to 10% within two years from the effective date of
the Scheme.
In this regard and pursuant to Regulation 30 read with Para A of
Part A of Schedule III of the SEBI Listing Regulations, we wish to
inform you that the Corporation has executed definitive documents
on June 19, 2023 for proposed disinvestment/ sale of approximately
13,29,49,207 equity shares of HDFC Credila representing
approximately 90% of HDFC Credila's total issued and paid-up share
capital as on date, to the Acquirers (as defined below) (the
"Proposed Transaction"), subject to regulatory approvals and
dispensations (including the RBI and Competition Commission of
India) in connection with the Proposed Transaction and continuation
of HDFC Credila's business. Pursuant to the Proposed Transaction,
HDFC Credila will cease to be a subsidiary of the Corporation, and
the Corporation's shareholding in HDFC Credila will be less than
10% of HDFC Credila's total issued and paid-up share capital.
The details required to be disclosed under Regulation 30 of the
SEBI Listing Regulations read with Circular No. CIR/CFD/CMD/4/2015
dated September 9, 2015, in relation to the Proposed Transaction
are enclosed as Annexure - I and Annexure - II to this letter.
Kindly take the same on record.
Thank you,
Yours faithfully,
For Housing Development Finance Corporation Limited
Ajay Agarwal
Company Secretary
cc: London Stock Exchange,
10, Paternoster Square, London, EC4M 7LS
ANNEXURE I
Details pursuant to Paragraph 1 of Part A, Schedule III of the
SEBI Listing Regulations read with SEBI Circular CIR/CFD/CMD/4/2015
dated September 9, 2015.
Sr. Particulars of disclosure Disclosure
No.
1. The amount and percentage HDFC Credila:
of the turnover or revenue Total revenue of HDFC Credila during
or income and net worth FY 2022-23: Rs. 1,352.18 crore
contributed by such unit Net-worth of HDFC Credila as on March
or division of the listed 31, 2023: Rs. 2,435.09 crore
entity during the last
financial year
--------------------------------- ----------------------------------------------
2. Date on which the agreement The Investment Agreement was executed
for sale has been entered on June 19, 2023
into
--------------------------------- ----------------------------------------------
3. The expected date of completion The closing of the Proposed Transaction
of sale/ disposal shall take place on such date which
falls 15 (fifteen) Business Days from
the completion of all conditions precedent
(including receipt of regulatory approvals)
or such other date as may be mutually
agreed between the parties. The Long
Stop Date is March 31, 2024.
--------------------------------- ----------------------------------------------
4. Consideration received Approximately INR 9060,48,84,570.50
from such sale/ disposal (Rupees Nine thousand Sixty crore Forty
Eight lacs Eighty Four thousand Five
Hundred Seventy and paise Fifty)*
--------------------------------- ----------------------------------------------
5. Brief details of buyers Brief details of the buyers (collectively
and whether any of the referred to as the "Acquirers") are
buyers belong to the promoter/ set out below:
promoter group/group companies. (a) Kopvoorn B.V.
If yes, details thereof. (b) Moss Investments Limited
(c) Defati Investments Holding B.V.
(d) Infinity Partners
Kopvoorn B.V. is part of the BPEA EQT
group. Moss Investments Limited, Defati
Investments Holding B.V. and Infinity
Partners are part of the ChrysCapital
group.
The Acquirers do not belong to the promoter/
promoter group/ group companies.
--------------------------------- ----------------------------------------------
6. Whether the transaction The transaction would not fall within
would fall within related related party transactions.
party transactions? If
yes, whether the same
is done at "arm's length"
--------------------------------- ----------------------------------------------
7. Additionally, in case Not applicable
of a slump sale, indicative
disclosures provided for
amalgamation/merger, shall
be disclosed by the listed
entity with respect to
such slump sale
--------------------------------- ----------------------------------------------
*Additionally, HDFC Credila will receive a subscription amount
of upto Rs. 2003,61,00,000 (Rupees Two thousand and Three crore
Sixty One lacs) as a part of the Proposed Transaction.
ANNEXURE II
Details pursuant to Paragraph 5 of Part A, Schedule III of the
SEBI Listing Regulations read with SEBI Circular CIR/CFD/CMD/4/2015
dated September 9, 2015.
Sr. Particulars of disclosure Disclosure
No.
1. Name(s) of parties with The Corporation has entered into an
whom the agreement is Investment Agreement and Shareholders'
entered Agreement (collectively, the "Transaction
Documents") on June 19, 2023, with the
following parties:
(a) HDFC Credila Financial Services
Limited
(b) HDFC Bank Limited
(c) Kopvoorn B.V.
(d) Moss Investments Limited
(e) Defati Investments Holding B.V.
(f) Infinity Partners
Kopvoorn B.V. is part of the BPEA EQT
group. Moss Investments Limited, Defati
Investments Holding B.V. and Infinity
Partners are part of the ChrysCapital
group.
Kopvoorn B.V., Moss Investments Limited,
Defati Investments Holding B.V., and
Infinity Partners are collectively referred
to as the "Acquirers."
--------------------------------- ----------------------------------------------
2. Purpose of entering into The Transaction Documents record the
the agreement sale of approximately 13,29,49,207 equity
shares of HDFC Credila by the Corporation
to the Acquirers, and the respective
terms/ obligations/ rights of the Acquirers,
HDFC Credila, HDFC Bank Limited and
the Corporation in connection with the
Proposed Transaction.
--------------------------------- ----------------------------------------------
3. Shareholding, if any, As on the date of this disclosure, the
in the entity with whom Corporation holds 100% of HDFC Credila's
the agreement is executed total issued and paid-up share capital.
--------------------------------- ----------------------------------------------
4. Significant terms of the (a) The Corporation shall have the right
agreement (in brief) special to nominate 1 (one) non-executive nominee
rights like right to appoint director on the board of HDFC Credila
directors, first right on terms as agreed under the Shareholders'
to share subscription Agreement.
in case of issuance of
shares, right to restrict (b) The Corporation shall have customary
any change in capital pre-emptive rights under the Shareholders'
structure etc. Agreement.
--------------------------------- ----------------------------------------------
5. Whether, the said parties The Corporation does not have any promoters.
are related to promoter/ 100% of the shareholding of the Corporation
promoter group/ group is held by public shareholders.
companies in any manner.
If yes, nature of relationship.
--------------------------------- ----------------------------------------------
6. Whether the transaction The transaction would not fall within
would fall within related related party transactions.
party transactions? If
yes, whether the same
is done at "arm's length."
--------------------------------- ----------------------------------------------
7. In case of issuance of N.A.
shares to the parties,
details of issue price,
class of shares issued.
--------------------------------- ----------------------------------------------
8. Any other disclosures Please refer to sub-point 4 of this
related to such agreements, Annexure II above.
viz., details of nominee
on the board of directors
of the listed entity,
potential conflict of
interest arising out of
such agreements, etc.
--------------------------------- ----------------------------------------------
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