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| Exchange Disseminated Time | Igarashi Motors India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 17, 2013,
inter alia, have resolved and approved the following:
1. Approving the OCD Subscription Agreement
The Company has been informed that its promoter, Agile Electric Sub Assembly Private Limited (“AESPL”) and certain shareholders of AESPL have simultaneously entered the following agreements with Blackstone Capital Partners (Singapore) VI FDl Three Pte. Limited (“Blackstone") and BFIP (Cayman) VI-ESC FDI Three Limited (together, the “Investors’):
(a) a share subscription and purchase agreement dated July 17, 2013; and
(b) two share purchase agreements dated July 17, 2013 (together, the “SSPA"),
pursuant to which 4,57,96,048 (four crore fifty seven lac ninety six thousand and forty eight) equity shares of AESPL in aggregate will be purchased by the Investors from certain shareholders of AESPL, including HBL Power Systems Limited and Mr. Padmanaban Mukund (“PM"), and 61,76,806 (sixty one lac seventy six thousand eight hundred and six) equity shares of AESPL shall be subscribed by the Investors, on the terms and subject to the satisfaction of certain conditions set out therein, including without limitation approval from the Gennan Competition Authority. Pursuant to these transactions and upon completion occurring under the SSPA, the Investors shall be the legal and beneficial owners of 97.90% (ninety seven point nine zero per cent) of the share capital of AESPL.
The board of director of the Company have taken note of the aforesaid development.
In addition, PM, an Indian resident individual and the Managing Director of the Company, will be subscribing to an aggregate of 92,32,362 optionally convertible debentures (“OCDs")of the Company with a 9% p.a. coupon payable at six-monthly rests, as a 'person acting in conceit’ (as the term is defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”)) with the Investors, at a price which shall be the higher of: (a) Rs. 65 (sixty five rupees) per OCD; and (b) such price determined in accordance with Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations’).
The Board has accordingly approved and have entered into an OCD Subscription Agreement dated July 17, 2013 between Company, AESPL and PM.
The preferential issue to PM is subject to approval of the members of the Company and will be in accordance with the terms and conditions of OCD Subscription Agreement, and is subject to obtaining all requisite approvals including the shareholders’ approval through postal ballot.
2. Open offer under the Takeover Regulations
In view of the above, the Investors will indirectly acquire control over the Company through its control of AESPL, upon completion under the SSPA, which shall occur upon the satisfaction of certain conditions, including, without limitation, approval from the Gemian Competition Authority. Hence, AESPL, together with the Investors and PM, will have to make a public announcement of an open offer under the applicable provisions of the Takeover Regulations at an offer price determined in accordance with the applicable provisions of the Takeover Regulations.
3. Increase in the authorised share capital
Subject to the approval of the members, to increase the authorised share capital of the company to Rs. 35,00,00,000 divided into 3,50,00,000 equity shares of Rs. 10 each.
4. Increase in borrowing powers
To increase the borrowing powers of the Company under section 293(1)(d) of the Companies Act, 1956, not exceeding Rs. 175 crore, subject to approval of the members.
5. Appointment of Independent director
Appointment of Mr. Srinivasan Ravindran as an additional director with effect from July 17, 2013 lo act as independent director of the Company,
6. Postal ballot
The board of directors accorded its approval for the postal ballot to seek the approval of shareholders of the Company for increasing the authorised share capital, increasing in the borrowing powers of the Company and the preferential issue of the OCDs and also approved the draft notice of the postal ballot, and appointed the Scrutiniser for the postal ballot.
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