Ref: JSWSL: SECT: MUM: 2021-22
October 1, 2021
1. National Stock Exchange of India Ltd. 2. BSE Limited
Exchange Plaza | Corporate Relationship Dept. |
Plot No. C/1, G Block | Dalal Street, Mumbai - 400 001. |
NSE Symbol: JSWSTEEL | Scrip Code No.500228. |
Kind Attn.: Mr. Hari K, President | Kind Attn: The General Manager |
(Listing) | (CRD). |
Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015 - Intimation of Allotment of Equity Shares pursuant to conversion of OFCDS in Piombino Steel Limited
Dear Sir/Madam,
We refer to our earlier intimation dated 26.03.2021 and 27.03.2021 respectively in relation to the implementation of the resolution plan submitted by JSW Steel Limited ("JSW Steel"/the "Company") for Bhushan Power & Steel Limited ("BPSL") under the Insolvency and Bankruptcy Code, 2016 and the regulations made thereunder.
We hereby inform you that pursuant to the subscription and shareholders agreement between the Company, JSW Shipping & Logistics Private Limited ("JSLPL") and Piombino Steel Limited ("PSL"), the Company had subscribed to certain optionally fully convertible debentures ("OFCDs") of PSL. As per the terms of OFCDs, including revisions thereto, the Company has the option to convert the OFCDs into equity shares at any time at the option of the Company. Accordingly, the Company has exercised the option of conversion of 410,00,00,000 OFCDs held by the Company in PSL into 410,00,00,000 equity shares of PSL of face value of Rs. 10/- each on 01.10.2021. Pursuant to the conversion, the Company holds 83.28% equity in PSL and JSLPL holds 16.72% equity in PSL. Subsequent to the aforesaid conversion, PSL has now become a Subsidiary of the Company and the Company will control and manage BPSL through PSL.
The details required under Regulations 30 of the Listing Regulations read with SEBI circular no CIR/CFD/CMD/4/2015 dated September 09, 2015, are enclosed herewith and marked as Annexure A.
Thanking You, | |
Yours faithfully, | cc: Singapore Exchange Securities Trading |
For JSW Steel Limited, | Limited |
11 North Buona Vista Drive, | |
#06-07, The Metropolis Tower 2, | |
Lancy Varghese | Singapore 138589 |
Company Secretary | |
ANNEXURE A
DISCLOSURE OF ACQUISITION (INCLUDING AGREEMENT TO ACQUIRE) IN TERMS OF LISTING REGULATIONS READ WITH PART A SCHEDULE III OF THE LISTING REGULATIONS
Sl. | Particulars | Details |
No. |
1. Name of the target entity, Piombino Steel Limited (PSL) is a Public
details in brief such as size, limited company incorporated under the
turnover etc.provisions of Companies Act, 2013 with its registered office at National Trust for Handicapped Shaheed Jit Singh Marg, USO Road, Qutab Institutional Area, New Delhi- 110067.
PSL is the holding company of Bhushan Power &
Steel Limited (BPSL).
Turnover of the Target: INR 8,30,03,470.
2. Whether the acquisition would The transaction is only by way of conversion of
fall within | related party | existing OFCDs of PSL held by the Company into |
transaction | and whether the | equity shares of PSL. |
promoter/ promoter group have | ||
any interest in the entity being | Prior to the conversion, JSW Steel Limited | |
acquired? | (JSWSL) held 49% stake in PSL and JSW Shipping | |
& Logistics Private Limited (which is a group | ||
If yes, nature of interest and | company of the Company), held 51% in PSL by | |
details thereof and whether the | way of equity shares. |
same is done at "arm's length"
3. Industry to which entity being Steel Industry acquired belongs
4. Objects and effect of acquisition | Not applicable as the acquisition is by way of |
(including but not limited to, | conversion of existing OFCDs of PSL held by the |
disclosure of reasons for | Company. Pursuant to the conversion, PSL has |
acquisition of target entity if the | become a subsidiary company of JSWSL. |
business is outside the main line | |
of business of the listed entity). | JSWSL will control and manage BPSL through PSL. |
5. Brief details of any government None and regulatory approvals required for the acquisition.
Sl. | Particulars | Details | |||
No. | |||||
6. | Indicative | time-period | for | Acquisition of control of PSL with a stake of | |
completion of the acquisition | 83.28% by way of equity shares has been | ||||
completed today i.e. 01.10.2021. | |||||
The Company has exercised the option of | |||||
conversion of 410,00,00,000 OFCDs held by the | |||||
Company in PSL into 410,00,00,000 equity shares | |||||
of PSL of face value of Rs. 10/- each on | |||||
01.10.2021. | |||||
7. | Nature | of | consideration- | Cash consideration was paid at the time of | |
whether | cash consideration | or | allotment of OFCDs on March 24, 2021. | ||
share swap and details of the | |||||
same. |
8. Cost of acquisition or the price 410,00,00,000 OFCDs of Rs. 10/- each of PSL
at which shares being acquired | were acquired at par by JSWSL on March 24, |
2021. | |
9. Percentage of shareholding/ | The Company's shareholding in PSL has increased |
control acquired and/ or number | from 49% to 83.28% by the conversion of |
of shares acquired. | 410,00,00,000 OFCDs into equivalent number of |
equity shares. |
10. Brief background about the Piombino Steel Ltd (PSL) is a public limited entity acquired in terms of company with a paid-up equity capital of product/ line of business Rs. 6100,00,00,000 comprising of 610,00,000
acquired, date of incorporation, | equity shares of Rs.10 each. | ||
history of last three years | |||
turnover, | country | in which | BPSL is a wholly owned subsidiary of PSL. |
acquired | entity has | presence | |
and | other | significant | Date of Incorporation: 21.09.2018 |
information | |||
History of last three years turnover & Country in | |||
which acquired entity has presence: | |||
March 31, 2021: INR 8,30,03,470 | |||
March 31, 2020: Nil | |||
March 31, 2019: Nil | |||
Incorporated in India. |
For JSW Steel Limited,
Lancy Varghese
Company Secretary
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JSW Steel Limited published this content on 04 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2021 09:01:21 UTC.