Tata Motors Passenger Vehicles Ltd · NSE:TMPV
Tata Motors Passenger Vehicles — Tata Motors — Merger or Acquisition (April 2024)
10 slides from Tata Motors Passenger Vehicles's merger presentation, Apr 30, 2024
Slide 1: Capital Reduction via Cancelation of 'A' ORD Shares
Capital Reduction via Cancelation of ‘A’ ORD Shares NCLT convened Shareholders’ Meeting: April 30, 2024
Slide 2: Safe Harbour Statement
Safe Harbour Statement Statements in this presentation describing the projections, estimates and expectations of Tata Motors Limited may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or im
Slide 3: Context
Context ❑On July 25, 2023, Tata Motors (“TML”) announced a scheme of arrangement (“Scheme”) for capital reduction through ❑cancellation of ‘A’ Ordinary shares and ❑ issuance and allotment of 7 fully paid ordinary shares as consideration for every 10 ‘A’ Ordinary shares ❑As directed by NCLT, separate
Slide 4: Background and Trading History of 'A' ORD Shares
Background and Trading History of ‘A’ ORD Shares ‘A’ ORD shares have traded at a deep discount to ORD shares despite adequate liquidity • In 2008, TML issued ‘A’ ORD shares at a 10% discount to ORD • TML issued additional ‘A’ ORD shares through a QIP in 2010 and a with lower voting rights (1/10th) a
Slide 5: The Proposed Scheme
The Proposed Scheme Capital Reduction • ‘A’ ORD shares to be cancelled and ORD Shares to be issued as consideration Consideration • Consideration - 7 ORD shares for every 10 ‘A’ ORD shares Scheme • An independent Trust would be appointed to operationalize the scheme and settle tax liabilities Operat
Slide 6: Capital reduced by 4%; Promoter voting rights diluted by 3.2%
Capital reduced by 4%; Promoter voting rights diluted by 3.2% Pre Post Delta Promoter Public Total Promoter Public Total DVR / New Ord (# Cr) 3.9 47.0 50.9 2.7 32.9 35.6 -15.3 Promoter voting rights diluted by ~3.2% Ordinary(#Cr) 154.1 178.0 332.1 154.1 178.0 332.1 - The transaction will reduce shar
Slide 7: The Scheme Benefits all Shareholders and the Company
The Scheme Benefits all Shareholders and the Company ‘A’ ORD Shareholders ORD Shareholders Tata Motors • Continue to participate in the TML • EPS accretive by ~4% • Capital structure streamlined and story preservation of liquidity • Economic rights are not affected • The 30% discount proposed for th
Slide 8: Implementation of Scheme Through a 'Trust'
Implementation of Scheme Through a ‘Trust’ An Independent Trust to be created to sell requisite ORD shares to operationalize the scheme and settle the applicable taxes. The net ORD shares and cash for fractional entitlement to be credited to the ‘A’ ORD holder’s account Tata Motors (TML) 1 Trust, ha
Slide 9: Basis of Consideration
Basis of Consideration Consideration: TML will, as consideration for cancellation of ‘A’ Ord Shares, issue 7 fully paid-up ORD shares of TML of INR 2/- each for every 10 fully paid up ‘A’ ORD Shares of TML of INR 2/- each The consideration has been recommended by PwC Business Consulting Services (“R
Slide 10: Thank You
TATA MOTORS Thank You