TATA Relations pdf/Notice/Disclosure... · Tata Steel BSL Limited (`TSBSL or Company')(an indirect...

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TATA TSBSL/COSEC/SE/19 May 31, 2019 The Secretary Listing Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 Maharashtra, India Scrip code: 500055 The Secretary Listing Department National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor,Plot No. C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400051, Maharashtra, India Scrip code: TATASTLBSL Dear Sir, Madam, Sub: Acquisition of Bhushan Energy Limited ("BEL") In accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016 (`IBC'), the Corporate Insolvency Resolution Process (`CIRP') of Bhushan Energy Limited (SEL')was initiated by its financial creditors. The petition for initiating the CIRP against BEL was admitted by the National Company Law Tribunal (Principal Bench, New Delhi) (`NCLT'). Pursuant to the CIRP, Tata Steel Limited ('Tata Steel') had submitted its Resolution Plan which was approved by the Committee of Creditors of BEL (`CoC') on September 14, 2018 and subsequently submitted to NCLT for its approval on September 17, 2018.The NCLT vide its order dated May 30, 2019 (`NCLT Order'), has approved the Resolution Plan submitted by Tata Steel for acquiring controlling stake in BEL. The Resolution Plan provides that, the acquisition of BEL may be carried out by Tata Steel or through a Special Purpose Vehicle incorporated for this purpose or through any of its Affiliates / Subsidiaries / Group Companies or through a combination of the foregoing. In view of the operational benefits and for a better strategic alignment, it was considered beneficial for Tata Steel BSL Limited (`TSBSL or Company')(an indirect subsidiary of Tata Steel) to undertake the acquisition of BEL. The Company sought support from Tata Steel to acquire BEL, and accordingly, the Company will implement the approved Resolution Plan. In terms of the approved Resolution Plan, the equity share capital of BEL will be reduced in the ratio 10,00,000:1 i.e. for every 10,00,000 (Ten Lakh) equity shares held by a shareholder, 9,99,999 (Nine Lakh Ninety-Nine Thousand Nine Hundred and Ninety-Nine) equity shares will be cancelled and extinguished. Further, the Company will subscribe to additional equity share capital of BEL at a face value of INR 10/- per equity share, for an amount of up to INR 10 crore, which will increase the Company's stake to 99.99% of the total equity share capital of BEL. TATA STEEL BSL LIMITED (Formerly Bhushan Steel Limited) Regd. Office: Ground Floor Mira Corporate Suites Plot No. 1 & 2 lshwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 39194000 Fax: +91 11 41010050 Email: [email protected] Website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942

Transcript of TATA Relations pdf/Notice/Disclosure... · Tata Steel BSL Limited (`TSBSL or Company')(an indirect...

Page 1: TATA Relations pdf/Notice/Disclosure... · Tata Steel BSL Limited (`TSBSL or Company')(an indirect subsidiary of Tata Steel) to undertake the acquisition of BEL. The Company sought

TATA

TSBSL/COSEC/SE/19

May 31, 2019

The Secretary Listing Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400001 Maharashtra, India Scrip code: 500055

The Secretary Listing Department National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor,Plot No. C/1, G-Block, Bandra — Kurla Complex, Bandra (E), Mumbai - 400051, Maharashtra, India Scrip code: TATASTLBSL

Dear Sir, Madam,

Sub: Acquisition of Bhushan Energy Limited ("BEL")

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016 (`IBC'), the Corporate Insolvency Resolution Process (`CIRP') of Bhushan Energy Limited (SEL')was initiated by its financial creditors. The petition for initiating the CIRP against BEL was admitted by the National Company Law Tribunal (Principal Bench, New Delhi) (`NCLT'). Pursuant to the CIRP, Tata Steel Limited ('Tata Steel') had submitted its Resolution Plan which was approved by the Committee of Creditors of BEL (`CoC') on September 14, 2018 and subsequently submitted to NCLT for its approval on September 17, 2018.The NCLT vide its order dated May 30, 2019 (`NCLT Order'), has approved the Resolution Plan submitted by Tata Steel for acquiring controlling stake in BEL.

The Resolution Plan provides that, the acquisition of BEL may be carried out by Tata Steel or through a Special Purpose Vehicle incorporated for this purpose or through any of its Affiliates / Subsidiaries / Group Companies or through a combination of the foregoing.

In view of the operational benefits and for a better strategic alignment, it was considered beneficial for Tata Steel BSL Limited (`TSBSL or Company')(an indirect subsidiary of Tata Steel) to undertake the acquisition of BEL. The Company sought support from Tata Steel to acquire BEL, and accordingly, the Company will implement the approved Resolution Plan.

In terms of the approved Resolution Plan, the equity share capital of BEL will be reduced in the ratio 10,00,000:1 i.e. for every 10,00,000 (Ten Lakh) equity shares held by a shareholder, 9,99,999 (Nine Lakh Ninety-Nine Thousand Nine Hundred and Ninety-Nine) equity shares will be cancelled and extinguished. Further, the Company will subscribe to additional equity share capital of BEL at a face value of INR 10/- per equity share, for an amount of up to INR 10 crore, which will increase the Company's stake to 99.99% of the total equity share capital of BEL.

TATA STEEL BSL LIMITED (Formerly Bhushan Steel Limited)

Regd. Office: Ground Floor Mira Corporate Suites Plot No. 1 & 2 lshwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 39194000 Fax: +91 11 41010050

Email: [email protected] Website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942

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TATA

The financial creditors will receive a total consideration of INR 730 crore for the settlement of the existing financial debt of BEL. The above settlement includes consideration for novation of a portion of the debt to the Company. Funds required for such settlement will be funded by the Company through a combination of: (a) equity subscription; and (b) inter-corporate loans.

Under the approved resolution plan, the operational creditors of BEL will receive an amount of upto INR 50 crore (in aggregate) for settlement of their claims against BEL.

In terms of the approved Resolution Plan, all outstanding warrants issued by BEL will be cancelled and extinguished, and will no longer be capable of being exercised, exchanged or converted into equity shares of BEL.

In this connection, we provide the below details:

Sr. No. Particulars Details

1. Name of the target entity, details in brief such as size, turnover etc.

Bhushan Energy Limited (a public limited Company) is a coal based power generation company with a total installed capacity of 465 MW (2 X 150 + 1 X 165) located in the Angul District of Odisha.

The turnover of the Company for FY 2018 is Rs. 766.78 crore.

2.

Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length"

Yes. BEL is a related party.

Post-acquisition,BEL will become a subsidiary of TSBSL in which the Company will hold 99.99% of the equity share capital of BEL comprising 1,00,00,065 equity shares of face value of INR 10/- each.

3. Industry to which the entity being acquired belongs

Power

4.

Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)

BEL is a captive power plant for the Company and in view of the operational benefits and for a better strategic alignment the acquisition is considered beneficial.

5. Brief details of any governmental or regulatory approvals required for the acquisition

The approval from the National Company Law Tribunal, Principal Bench, New Delhi has been received

6. Indicative time period for completion of the acquisition

order.

Not later than 15 days from the date of the NCLT

cbt R CN

TATA STEEL BSL LIMITED (Formerly Bhushan Steel Limited)

Reyd. Oft ;e: Ground Floor Mira Corporate Suites Plot No. 1 & 2 lshwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 39194000 Fax: +91 11 41010050

Email: [email protected] Website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942

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T TATA

7. Nature of consideration - whether cash consideration or share swap and details of the same

The consideration is in the form of cash

8 Cost of acquisition or the price at which the shares are acquired

Shares will be acquired through subscription which has been done at the face value of INR10/- per share for an aggregate amount of up to INR 10 crore. Settlement of the amounts equivalent to Rs. 730 crores towards financial creditors of BEL will be undertaken as per the terms of the Resolution Plan (submitted by Tata Steel Limited and approved by theNational Company Law Tribunal, Principal Bench, New Delhi, vide its Order dated May 30, 2019) and the corresponding transaction documents. The additional amounts required for the settlement (after the equity subscription) will be funded by TSBSL through inter-corporate loans.

9. Percentage of shareholding / control acquired and / or number of shares acquired

99 99 % comprising of 1,00,00,065 shares of

face

r value Rs. 10 each.

10.

Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information in brief.

BEL was incorporated on September 14, 2005. BEL is a coal based power generation company with a total capacity 465 MW (2 X 150 + 1 X 165) located in the Angul District of Odisha.lndia. The Power plants are in captive use by TSBSL. BEL has presence within India.

BEL was admitted under Corporate Insolvency Resolution Process on January 08, 2018 as per the Insolvency and BankruptcyCode, 2016.

The National Company Law Tribunal, Principal Bench, New Delhi vide its Order dated May 30, 2019, has approved the Resolution Plan submitted by Tata Steel Limited for acquiring the controlling stake of BEL.

BEL's revenues of last three consecutive year are as below:

2017-18: Rs. 766.78 cr. 2016-17: Rs. 787.53cr. 2015-16: Rs. 622.54 cr.

---e ,I

TATA STEEL BSL LIMITED (Formerly Bhushan Steel Limited)

Regd. Office: Ground Floor Mira Corporate Suites Plot No. 1 & 2 ishwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 39194000 Fax. +91 11 41010050

Email: [email protected] Website: www.tatasteelbsl.co.in CIN No.: L748990L1983PLC014942

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TATA

This disclosure is made in compliance with Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This is for your information and records.

Thanking you.

Yours faithfully,

For Tata Steel BSL Limited (formerly Bhushan Steel Limited)

Nisha Anil Seth Company Secretary & Compliance Officer

TATA STEEL BSL LIMITED (Formerly Bhushan Steel Limited)

Regd. Office: Ground Floor Mira Corporate Suites Plot No. 1 & 2 Ishwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 39194000 Fax: +91 11 41010050

Email: [email protected] Website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942