Slide 1: Letter to stock exchanges on Scheme of Arrangement
ITC Limited Virginia House 37 J. L. Nehru Road Kolkata 700 071, India Tel. : 91 33 2288 9371 Fax : 91 33 2288 4016 / 1256 / 2259 / 2260 14th August, 2023 The Manager The General Manager The Secretary Listing Department Dept. of Corporate Services The Calcutta Stock National Stock Exchange of BSE Ltd
Slide 2: Letter closing and signature
A copy of the Investor Presentation providing further details on the subject matter is also attached. The Board Meeting commenced at 3.30 p.m. and concluded at 4.30 p.m. Yours faithfully, ITC Limited RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2023.08.14 SINGHI 16:31:21 +05'30' (R
Slide 3: cc: Securities Exchange Commission and Luxembourg Stock Exchange
cc: Securities Exchange Commission Division of Corporate Finance Office of International Corporate Finance Mail Stop 3-9 450 Fifth Street Washington DC 20549 U.S.A. cc: Societe de la Bourse de Luxembourg 35A Boulevard Joseph II L-1840 Luxembourg
Slide 4: Enclosure: Regulation 30 disclosure details
Enclosure Sl. Particulars Details No. 1. Brief details of the The Demerged Undertaking (as defined in the Scheme) consisting division(s) to be Demerged of the businesses, undertakings, assets, activities, operations and properties of ITC Limited (‘Demerged Company’ or ‘Company’ or ‘ITC’), related to
Slide 5: Enclosure: Rationale and shareholding details
Sl. Particulars Details No. b. In light of the distinctive profile of the hospitality industry, housing the Hotels Business in a separate listed entity would enable crafting of the next horizon of growth and sustained value creation for shareholders through sharper focus on the business anchored on
Slide 6: Enclosure: Consideration and share exchange ratio
Sl. Particulars Details No. Overall, the shareholders of ITC will hold 100% of the ultimate beneficial economic interest in the Hotels Business (direct holding of about 60% and indirect holding of about 40% through ITC). 5. In case of cash consideration No cash consideration is payable under the Sch
Slide 7: Updates on the Proposed Demerger of Hotels Business
Updates on the Proposed Demerger of Hotels Business Investor Presentation 14th August, 2023 |1|
Slide 8: Forward-Looking Statements
Forward-Looking Statements This presentation contains certain forward-looking statements including those describing the Company’s strategies, strategic direction, objectives, future prospects, estimates etc. Investors are cautioned that “forward looking statements” are based on certain assumptions o
Slide 9: Proposed Demerger
Proposed Demerger Proposed Demerger Resultant Structure Shareholders Equity Shares Shareholders ~60% 100% 100% 100% ~40% ITC ITC Hotels ITC ITC Hotels FMCG, Cigarettes, FMCG, Cigarettes, Paperboards & Hotel Business Paperboards & Hotel Business Packaging, Agri, IT Demerger Packaging, Agri , IT Trans
Slide 10: Rationale for Demerger
Rationale for Demerger 1 Hotels Business has matured over the years; well poised to chart its own growth path as a separate entity - Asset Right strategy to accelerate growth whilst continuing to leverage ITC’s institutional strengths & brand equity 2 Creation of a separate Pure Play Hotels entity t
Slide 11: Rationale for Retaining 40% stake in ITC Hotels
Rationale for Retaining 40% stake in ITC Hotels ITC Hotels will operate as an independent hospitality focused listed entity; it will continue to leverage ITC’s institutional strengths, strong brand equity and goodwill Create a strong foundation for accelerating growth and sustained value creation by
Slide 12: Transaction Summary
Transaction Summary Proposed Transaction Transaction Perimeter1 Key Approvals Required ▪ Board accorded approval to demerge the ▪ Properties, assets, investments, ▪ Scheme of demerger is subject to Hotels Business of ITC into ITC Hotels employees, liabilities and contracts necessary approval from sh
Slide 13: Transaction Perimeter (1/2)
Transaction Perimeter (1/2) Properties, assets, investments, employees, liabilities & contracts forming part of Hotels Business are intended to be transferred - Transfer of some properties (on leasehold land) require prior approval / consent from lessors / regulators - Common assets such as offices,
Slide 14: Transaction Perimeter (2/2)
Transaction Perimeter (2/2) Intellectual property / trademarks exclusively used in relation to Hotels Business will be transferred to ITC Hotels - ITC Hotels would be given a license to use ‘ITC’ prefix as part of its corporate name & also as part of some of its properties / brand name for a suitabl
Slide 15: Share Entitlement Ratio
Share Entitlement Ratio ➢ Unlike mergers / demergers involving different sets of shareholders, 100% of the ultimate economic beneficial interest of Hotels Business will remain with ITC shareholders – 60% directly, 40% through ITC Consequently, share entitlement ratio need not be determined based on
Slide 16: Key Approvals and Indicative Timelines
Key Approvals and Indicative Timelines Jul 2023 Aug Sep Oct Nov Dec Jan 2024 Feb Mar Apr May June July Aug Sep Oct Nov In-Principle approval from the Board Final Board Approval Filing of scheme with Stock Exchanges Receipt of Stock Exchanges approval and filing with NCLT Filing of Scheme with NCLT S
Slide 17: Transaction Advisors
Transaction Advisors Financial Advisor & Fairness Opinion Provider Valuer (PwC Business Consulting Services) Tax Advisor (Price Waterhouse & Co) Legal Advisor Cyril Amarchand Mangaldas | 11 |
Slide 18: Thank You
THANK YOU | 12 |