BHARTI AIRTEL LIMITED www.spacapital.com
The Board of Director s Bharti Airtel Limited
Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II,
New Delhi -110070
(Formerly SPA Merchant Bankers Ltd.)
January 18, 2016
Sub: Fairness opinion on CA certif icate provided by VD & Co. (Chartered Accountants) and on proposed scheme of amalgamation of Augere Wireless Broadband India Private Limited ("Transferor Company") with Bharti Airtel Limited ("Transferee Company").
Dear Sirs,
We refeT to our discussion wherein the management of Bharti Airtel Limited has requested SPA Capital Advisors Limited to give a Fairness Opinjon on CA certificate provided by VD & Co. (Chartered Accoun tants) and on the proposed scheme of amalgama tion of Augere Wireless Broadband India Priva te Limited (AWBIPL) with Bharti Airtel Limi ted (BAL) (together referred to as the "Amalgamating; Companies") under a Scheme of Amalgama tion (hereinafter referred to as "Scheme").
Fairness Opinion report on the amalgama tion of AWBJPL with BA L,
By: SPA Capital Advisors Limited Page 1
www.spacapital.com
BACKGROUND:
Bharti Airtel Limited (BAL) - Bharti Airtell Limited is a listed public company incorpora ted under Companies Act, 1956 and having its registered office at Bharti Crescent, 1 Nelson Mandela Marg, Vasant Kunj, New Delhi - 110070. (Herein referred as "Transferee Company"). The Transferee Company is listed on the BSE Lilmited ("BSE") and the National Stock Exchange of India Limited ("NSE").
The Transferee Company is prima rily engaged in the business of providing telecommunications related services.
Augere Wireless Broadband India Private Limited (AWBIPL)- Augere Wireless Broadband India Private Limited i.s an unlisted priva te company incorpora ted u nder Companies Act, 1956 and having its registered office a t A-201, RG City Centre, Desh Bandhu Gupta Road, Pal1arganj, New Delhi 110055 ( He1·ein referred as "Transferor Company"). The Transferor Company is primarily engaged in the business of providir 1g telecommunica tions rela ted services.
The Transferor Company i.s the wholly owned subsidiary of the Transferee Company.
Fairness Opinion report on the amalgama tio1n of AW BIPL with BAL,
By: SPA Capital Advisors Limited Page 2
www.spacapital.com
CAPITAL STRUCTURE:
Transferee Company
The capital structure of the Transferee Company as on September 30, 2015 is as under:
Share Capiltal Amount in Rs.
Authorised Capital
5,000,000,000 equity shares of Rs. 5 each | 25,000,000,000 | |
Total | 25,000,000,000 | |
Issued, Subscribed and Paid-up Share Capital
3,99,-!00,102 equity shares of Rs. 5 each 19,987,000,510
Total
Transferor Company
l9,987,000,510
The capitaJ structure of the Transferor Com pany as on September 30, 2015 is as under:
Share Capit:al Amount in Rs.
Authorised Capital
250,000,000 equity shares of Rs. 10 e,ad1 | 2,500,000,000 |
Total | 2,500,000,000 |
Issued, Subscribed and Paid-up Share Capital | |
1,961,538 equity shares of Rs. 10 each | 19,615,380 |
Total | 19,615,380 |
Fairness Opinion repor t on the amalgama tion of AWBIPL with BAL,
By: SPA Capital Advisors Limited
Page 3
www.spacapital.com
As mentioned in the scheme, the proposed amalgamation will be in lhe best interest of all the stakeholders of the Amalgamating Com panies, as i t would result in increased operational efficiencies, bring economies of scale and resul t in synergetic integra tion of the businesses presently being carried on by the Amalgama ting Companies. Accon.lingly, the objects of the Scheme are:
1) pooling of resources, crea ting better ynergies across the grou p, optimal u tilisation of resources and greater economies of scale; and
2) faster and effective decision making, better adminjstra tion and cost red uction (including red uction inadministra tive and other common costs).
Tn this connection to the aforesaid background and objectives, SPA Capital Advisors Limited has been appointed by the BAL to issue a fairness opinion as referred in SEBI Circular No. CJR/CFD/CMD/16/ 2015 dated November 30, 20·15 for U1e proposed amalgama tion.
The informa tion con tained in our reporl herein is conf idential. It is intended only for the sole use to captioned purpose including for obtaining the reqwsite statulory approvals.
For lhe pur pose of this exercise, we have relied upon the following sources of informa tion:
Draf l Scheme of Amalgama tion under Section 391 lo 394 of U1e Comparues Act, 1956.
CA certifica lc provided by VD & Co. (Chartered AccoW1tants)
Such other information and explanations as we required and wluch have been provided by lhe management of BAL.
Fairness Opiruon report on the ama lgama tion of AWBf PL vdth BAL, By: SPA Capital Ad visors Limited
Page 4
Bharti Airtel Limited issued this content on 21 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 January 2016 10:33:15 UTC
Original Document: http://www.airtel.in/wps/wcm/connect/5725d2db-b8b5-4bdb-b3be-3931ef42301d/Fairness+Opinion+by+Merchant+Banker.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=5725d2db-b8b5-4bdb-b3be-3931ef42301d
