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| Exchange Disseminated Time 24/10/2015 16:35:53 | IIFL Holdings Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 24, 2015, inter-alia, has transacted the following:
A. The Board of Directors of the Company and its wealth management subsidiary namely IIFL Wealth Management Limited [IIFLW] have approved the following, subject to obtaining the necessary regulatory and shareholder approvals:
1. Proposed issue and allotment of 17,04,449 equity shares of IIFLW at a price of INR 586.70 each for a total consideration of INR 100.00 Crores;
2. Proposed issue and allotment of 136,35,589 warrants of IIFLW at a floor price of INR 586.70 and a cap price of INR 632.90 each for a total consideration of upto 863.00 Crores (INR 215.75 crores to be paid upfront) and
3. Transfer of upto 27,15,829 equity shares of IIFLW by its employees at a price of INR 586.70 each for a total consideration of upto INR 159.34 Crores to General Atlantic Singapore Fund Pte Ltd. (GA) , a leading global growth equity firm. On full conversion of warrants (which may take upto 18 months), the proposed transaction will result in an aggregate investment by GA of up to INR 963 Crores into IIFLW. Additionally GA will be buying shares worth Rs. 159.34 Crores from the employees through a secondary transaction resulting in total investment of Rs. 1122.34 crores from GA leading to an equity ownership by GA of up to 21.61% in IIFLW on a fully diluted basis (considering full exercise of all the warrants and stock options) over the agreed period and upon completing the terms and conditions set out in the share subscription and share purchase agreements. As on Sep 30, 2015 the company owns 76.79% of the total outstanding shares of IIFLW. Upon the consummation of the transaction, the company will own 53.86% of IIFLW on a fully diluted basis i.e. assuming full conversion of warrants over the next 18 months and maximum possible dilution due to vesting of all outstanding stock options over the next four years.
The proposed transaction would enable IIFLW with additional capital for its business operations and general corporate purposes as well as for growth and expansion of the business.
The details of the above are contained in the separate notice of Postal Ballot for the special resolution being proposed as required under regulation 26(2)(c) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 which are being sent to the shareholders of the Company. The same would be available on the Company's website and on the website of the stock exchanges.
B. Noted, divestment of 22% stake by IIFL Wealth Management Limited in its subsidiary India Alternatives investment Advisors Private Limited. Pursuant to this, IIFLW will hold 49% in India Alternatives Investment Advisors Private Limited and it ceased to be a subsidiary of the Company.
C. FIH Mauritius Investments Ltd. as the Acquirer ("Acquirer") along with the HWIC Asia Fund, I Investments Ltd and FIH Investments Ltd as persons acting in concert with the Acquirer (collectively referred to as PAC) of Fairfax Group, made an Open Offer on July 14, 2015 for acquiring 26% of the post offer Equity Share Capital of the Company from the public shareholders in terms of regulation 3(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 ("Takeover Regulations").
As per the information received from ICICI Securities Limited (Manager to the Offer), the Letter of Offer dated October 16, 2015 for the Open Offer with reference to made by Fairfax Group, after due SEBI approval, has been dispatched by Manager to the offer to the shareholders of the Company. The Open Offer tendering period is scheduled to commence on October 29, 2015 and will expire on November 13, 2015. |
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