Housing Development Fin. Corp. Ltd. Sale of stake in two wholly-owned subsidiaries (3239A)
May 23 2023 - 1:00AM
UK Regulatory
TIDM60CX
RNS Number : 3239A
Housing Development Fin. Corp. Ltd.
23 May 2023
Ref. No.: SE/2023-24/70
May 22, 2023
BSE Limited National Stock Exchange of India Limited
P. J. Towers Exchange Plaza, Plot No. C/1, G Block
Dalal Street Bandra-Kurla Complex
Mumbai 400 001 Bandra (East), Mumbai 400 051
Kind Attn: Sr. General Manager Kind Attn: Head - Listing
DCS - Listing Department
Dear Sirs,
Sub: Intimation under Regulation 30 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 - (i) sale of the entire stake held
by the Corporation in two of its wholly-owned subsidiaries. Viz.
HDFC Property Ventures Limited ("HPVL") and HDFC Venture Capital
Limited ("HVCL"); and (ii) withdrawal of the Scheme of Amalgamation
for the amalgamation of HPVL and HVCL with and into HDFC Capital
Advisors Limited ("HCAL"), a subsidiary of the Corporation
We wish to inform you that the Corporation today i.e. on May 22,
2023 entered into a Share Purchase Agreements for sale of entire
stake held by it in two of its wholly owned subsidiaries viz. HPVL
and HVCL to Vividh Distributors Private Limited and its six
nominees, for a consideration amount of Rs. 1.20 crore and Rs. 0.30
crore respectively (collectively, the "Sale Transaction").
Further, we wish to draw your reference to the intimations made
by the Corporation to stock exchanges on August 25, 2022 and August
31, 2022 wherein we had informed about the proposed amalgamation of
HPVL and HVCL with and into HCAL and filing of an application
containing a Scheme of Amalgamation in relation to the same, with
the National Company Law Tribunal, Mumbai Bench ("NCLT").
In connection with the above, we further inform you that the
Boards of Directors of HPVL, HVCL and HCAL at their respective
meetings held today i.e. on May 22, 2023, have decided to withdraw
the said Scheme of Amalgamation for the amalgamation of HPVL and
HVCL with and into HCAL and make necessary application in this
regard, to NCLT.
The details required to be disclosed under Regulation 30 of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in relation to the Sale
Transaction, are as below:
Particulars Details
The amount and percentage HDFC Property Ventures HDFC Venture Capital
of the turnover or Limited (HPVL) Limited (HVCL)
revenue or income and Total revenue of HPVL Total revenue of HVCL
net worth contributed during FY 22-23: Rs. during FY 22-23: Rs.
by such unit or division 68.87 crore 4.78 crore
of the listed entity Net-worth of HPVL as Net-worth of HVCL as
during the last financial on March 31, 2023: Rs. on March 31, 2023:
year 21.66 crore* Rs. 0.46 crore
--------------------------- -------------------------
Date on which the agreement May 22, 2023
for sale has been entered
into
------------------------------------------------------
The expected date of June 30, 2023 or effective date of the amalgamation
completion of sale/ of the Corporation with and into HDFC Bank
disposal Limited, whichever is earlier.
------------------------------------------------------
Consideration received 10,00,000 equity shares 5,00,000 equity shares
from such sale/disposal would be sold for a would be sold for a
consideration of Rs. consideration of Rs.
12 per share aggregating 6 per share aggregating
to Rs. 1,20,00,000/- to Rs. 30,00,000/-
--------------------------- -------------------------
Brief details of buyers Vividh Distributors Private Limited and its
and whether any of six nominees would be purchasing the shares
the buyers belong to of HPVL and HVCL from the Corporation. Vividh
the promoter/ promoter Distributors Private Limited was incorporated
group/group companies. in the year 1989 and is engaged in the business
If yes, details thereof of distribution of pharmaceutical products.
Vividh Distributors Private Limited does
not belong to the promoter/ promoter group/
group companies and is not even a related
party of the Corporation.
------------------------------------------------------
Whether the transaction The Sale Transaction is not a related party
would fall within related transaction for the Corporation. The sale
party transactions? is made on an "arms' length basis" since
If yes, whether the the consideration value is based on independent
same is done at "arms valuation reports.
length"
------------------------------------------------------
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
------------------------------------------------------
* Subsequent to the last financial year end, the Company
declared dividend aggregating
Rs. 10.25 crore which was paid in May 2023.
Kindly note that post consummation of the proposed Sale
Transaction, HPVL and HVCL would cease to be subsidiaries of the
Corporation.
You are requested to take note of the above and arrange to bring
this to the notice of all concerned.
Thank you,
Yours faithfully,
For Housing Development Finance Corporation Ltd.
Ajay Agarwal
Company Secretary
cc: London Stock Exchange,
10, Paternoster Square, London, EC4M 7LS
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