Date: 29th November, 2022 | |
To, | To, |
Manager, Corporate Relations Department | The Manager, Listing Department |
BSE Limited, | National Stock Exchange of India Limited, |
Phiroze Jeejeebhoy Towers, | Exchange Plaza, 5th Floor, |
Dalal Street, | Plot No. C/1, G Block, |
Fort, Mumbai ‐ 400 001 | Bandra‐Kurla Complex, Bandra (East), |
Scrip Code: 500825 | Mumbai - 400051 |
Scrip Code: BRITANNIA | |
Dear Sir/Madam, |
Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
We are pleased to inform you that, Britannia Industries Limited ('Britannia') has entered into a Joint Venture Agreement ('JVA') with Bel SA, France ('Bel') and Britannia Dairy Private Limited ('BDPL') on 29th November 2022 to undertake the development, manufacturing, marketing, distribution, trading and selling, etc., of cheese products in India and certain other countries ('Territory'). As a part of the JVA, Britannia shall sell and transfer 49% of its equity stake in its wholly owned subsidiary, BDPL, to Bel in accordance with the terms of the Share Purchase Agreement entered between Britannia and Bel, on 29th November 2022 ("SPA"). Consequently, Bel shall become the legal and beneficial owner of 49% (forty nine percent) of the entire issued, subscribed and paid‐up equity share capital of BDPL and the balance 51% (fifty one percent) shall continue to be held by Britannia. BDPL will become a Joint Venture Company ('JV Company') of Britannia and Bel in India which will carry out/undertake the cheese business in the Territory. Further, as a part of the JVA, BDPL will allot equity shares to Britannia and Bel, in accordance with the terms of the Share Subscription Agreement entered between Britannia, Bel and BDPL, on 29th November 2022 ("SSA").
The detailed disclosure as required under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September 2015 is enclosed herewith as Annexure‐ I.
Request you to take the above information on records.
Yours faithfully,
For Britannia Industries Limited
THULSIDASS VELAYUDHAN THARAYIL
Digitally signed by THULSIDASS VELAYUDHAN THARAYIL
DN: c=IN, o=Personal, pseudonym=b310fd6cfe2963bc5dc5eaa5d0c92c71671 bbbb787d1012595932840997d86d2, postalCode=560102, st=KARNATAKA, serialNumber=47a1cc7402e39351d17484fa212acb590f 32274f5e215b96de758aa514d670c2, cn=THULSIDASS
VELAYUDHAN THARAYIL
Date: 2022.11.29 13:14:11 +05'30'
T.V Thulsidass Company Secretary Membership No.: A20927 Encl: as above
Annexure‐I
A. Sale of equity shares of BDPL: Brief details with respect to the sale of 49% equity stake in BDPL by Britannia to Bel in accordance with SPA are given below:
S.No | Particulars | Details | |||
1. | The amount and percentage of the | 1. Turnover of BDPL for FY 2021‐22: | |||
turnover or revenue or income and | ~Rs. 340 Crores; amounting to 2.4% of | ||||
net worth contributed by such unit or | the consolidated sales of Britannia. | ||||
division of the listed entity during the | This includes cheese turnover of | ||||
last financial year; | ~Rs. 207 Crores. | ||||
2. Net Worth of BDPL as on 31st March | |||||
2022: ~Rs. 130 Crores; amounting to | |||||
5.1% of consolidated net worth of | |||||
Britannia. | |||||
3. BDPL is currently engaged only in | |||||
cheese business which inter‐alia | |||||
includes the marketing, trading and | |||||
selling, etc. of cheese products. | |||||
2. | Date on which the agreement for sale | 29th November, 2022 | |||
has been entered into; | |||||
3. | The expected date of completion of | 2nd December, 2022 | |||
sale/disposal; | |||||
4. | Consideration | received | from | such | ~INR 262 Crores |
sale/disposal; | |||||
5. | Brief details of buyers and whether | Bel, a Société Anonyme, (S.A.), a French | |||
any of the buyers belong to the | public limited company, having its | ||||
promoter/promoter | group/group | registered office at 2 Allée de Longchamp | |||
companies. If yes, details thereof; | - 92150, Suresnes, France will be acquiring | ||||
the legal and beneficial ownership of forty | |||||
nine percent (49%) of the entire issued, | |||||
subscribed and paid‐up equity share | |||||
capital of BDPL. | |||||
Bel does not belong to the promoter/ | |||||
promoter group/ group companies of | |||||
Britannia. | |||||
6. | Whether the transaction would fall | No | |||
within related party transactions? If | |||||
yes, whether the same is done at | |||||
"arms length"; | |||||
7. | Additionally, in case of a slump sale, | Not Applicable | |||
indicative disclosures provided | for | ||||
amalgamation/ | merger, shall | be | |||
disclosed by the listed entity with | |||||
respect to such slump sale. |
B. Joint Venture Agreement: Brief details of the JVA are given below:
S.No | Particulars | Details |
1. Name(s) of parties with whom the Joint Venture Agreement has been
agreement is entered; | entered into between Britannia, Bel and | ||||||
BDPL. | |||||||
2. | Purpose of entering into the | To form a joint venture in India for carrying | |||||
agreement; | out the | development, | manufacturing, | ||||
marketing, | distribution, | trading | and | ||||
selling, etc., of cheese products in the | |||||||
Territory. | |||||||
3. | Shareholding, if any, in the entity with | Neither Britannia nor BDPL hold any shares | |||||
whom the agreement is executed; | in Bel. | ||||||
4. | Significant terms of the agreement (in | i. Shareholding of BDPL: Britannia 51% | |||||
brief) special rights like right to | and Bel 49%; | ||||||
appoint directors, first right to share | ii. Board composition of BDPL: The Board | ||||||
subscription in case of issuance of | shall consist of 5 Directors out of which | ||||||
shares, right to restrict any change in | 3 Directors will be nominated by | ||||||
capital structure etc.; | Britannia and 2 Directors will be | ||||||
nominated by Bel; | |||||||
iii. Term of the Joint Venture: The JVA | |||||||
does not have a defined term. There is, | |||||||
however, a lock‐in period of 20 years | |||||||
from its effective date for both parties. | |||||||
Other customary provisions relating to | |||||||
termination of the joint venture also | |||||||
form part of the JVA. | |||||||
iv. Fresh issue of equity shares: Britannia | |||||||
and | Bel | shall | subscribe | to | |||
fresh/additional issuance | of equity | ||||||
shares of BDPL, if any, in proportion to | |||||||
their respective shareholding in BDPL. | |||||||
v. Significant Decision Matters of BDPL: | |||||||
Unanimous consent of Britannia and | |||||||
Bel will be required for certain matters | |||||||
including mergers & acquisitions, | |||||||
investments / disinvestments, business | |||||||
plan/annual budget, changes in share | |||||||
capital, etc. | |||||||
vi. Parties will enter into certain ancillary | |||||||
agreements for the purposes of | |||||||
undertaking business of BDPL in the | |||||||
Territory (such as Trademark License | |||||||
Agreement, | Technology | License | |||||
Agreement, | Distribution | Agreement | |||||
and other operational agreements). |
5. | Whether, the said parties are related | Bel is not related to promoter/promoter | |||
to promoter/promoter group/ group | group/ group companies of Britannia. | ||||
companies in any manner. If yes, | |||||
nature of relationship; | |||||
6. | Whether the transaction would fall | The execution of JVA (including certain | |||
within related party transactions? If | ancillary agreements) where Britannia and | ||||
yes, whether the same is done at | BDPL are parties fall under the ambit of | ||||
"arms length"; | related | party | transactions. | These | |
transactions are at arms' length. | |||||
Further, as on date, Bel is neither a related | |||||
party of Britannia nor BDPL. | |||||
7. | In case of issuance of shares to the | Any fresh issuance of equity shares of face | |||
parties, details of issue price, class of | value of Rs.10/‐ each by BDPL to Britannia | ||||
shares issued; | and Bel shall be in proportion to their | ||||
respective shareholding in BDPL. The issue | |||||
price shall be in compliance with | |||||
applicable laws including the Foreign | |||||
Exchange Management Act, 1999 and | |||||
rules and regulations thereunder and the | |||||
extant foreign direct investment policy of | |||||
the Government of India. | |||||
8. | Any other disclosures related to such | Not Applicable | |||
agreements, viz., details of nominee | |||||
on the board of directors of the listed | |||||
entity, potential conflict of interest | |||||
arising out of such agreements, etc; |
C. Subscription of Equity Shares of BDPL:
Britannia, Bel and BDPL have entered into a SSA for subscription of equity shares of BDPL by way of rights issue. The details of the proposed transaction are set out below:
S. No | Particulars | Details |
1. | Name of the target entity, along with | Britannia Dairy Private Limited |
details such as turnover, size | ||
2. | Whether the acquisition would fall | Yes, the subscription would fall under |
within related party transaction(s) and | related party transaction and the | |
whether the promoter/ promoter | promoter group is interested. | |
group/ group companies have any | ||
interest in the entity being acquired? | The transaction is on arms' length basis. | |
If yes, nature of interest and details | ||
thereof and whether the same is done | ||
at "arms length' |
3. | Industry in which the entity being | Dairy Industry | |||
acquired belongs | |||||
4. | Objects and effects of acquisition | Additional infusion of funds into BDPL for | |||
the purpose of its business | |||||
5. | Brief details of any governmental or | No | |||
regulatory approvals required | |||||
6. | Indicative time period for completion | 30 days from the execution date of SSA | |||
of acquisition | |||||
7. | Nature of consideration | Cash consideration | |||
8. | Cost of acquisition or price at which | Britannia: ~INR 214.9 Crores | |||
acquisition is made | Bel SA: ~INR 206.5 Crores | ||||
9. | Percentage | of shareholding | post | Britannia: 51% | |
acquisition | Bel SA: 49% | ||||
10. | Brief background about the entity | BDPL is engaged in the business of | |||
acquired in terms of products / line of | development, manufacturing, marketing, | ||||
business | acquired, | date | of | trading, distribution and selling of dairy | |
incorporation, history of last 3 years | products in the Territory. | ||||
turnover, country in which the | |||||
acquired entity has presence and any | |||||
other significant information (in brief) |
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Britannia Industries Ltd. published this content on 29 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2022 10:30:00 UTC.