JFL/NSE-BSE/2022-23/63 | July 28, 2022 |
BSE Ltd. | National Stock Exchange of India Limited |
P.J. Towers, Dalal Street | Exchange Plaza, Bandra Kurla Complex |
Mumbai - 400001 | Bandra(E), Mumbai - 400051 |
Scrip Code: 533155 | Symbol: JUBLFOOD |
Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
Re:- Acquisition of 40% stake in Roadcast Tech Solutions Private Limited
Dear Sir/Madam,
In terms of Regulation 30 of the Listing Regulations, we wish to inform that Jubilant FoodWorks Limited ('Company') has entered into Share Subscription Agreement, Shareholders' Agreement and Share Purchase Agreement dated July 28, 2022 to acquire 40% stake (fully diluted basis) in Roadcast Tech Solutions Private Limited ("Transaction").
This investment reflects the Company's intent of making strategic investments in promising start-ups and emerging businesses and is in line with the stated goal of building a multi-brand and multi-country food business powered by technology.
In this regard, pursuant to provisions of Regulation 30 read with Schedule III of the Listing Regulations, please find attached herewith details of proposed acquisition by the Company in the prescribed format.
This is for your information and records.
Thanking you,
For Jubilant FoodWorks Limited
MONA | Digitally signed by |
MONA AGGARWAL |
AGGARWAL Date: 2022.07.28 15:52:35 +05'30'
Mona Aggarwal
Company Secretary and Compliance Officer
Investor E-mailid:investor@jublfood.com
Encl: A/a
Disclosure under Regulation 30 of Listing Regulations is as under:
S. No | Particulars | Details |
1 | Name of the target entity, details in brief | Roadcast Tech Solutions Private Limited ("Roadcast") |
such as size, turnover etc. | offers a logistics platform for management of last-mile | |
delivery operations. Roadcast's delivery automation | ||
SaaS platform helps clients to monitor their fleet and | ||
personnel in real-time. | ||
Turnover: As per the audited financial statements for | ||
the financial year ("FY") 2020-21: INR 3.93 crores. | ||
2 | Whether the acquisition would fall within | The promoter/ promoter group/group companies do |
related party transaction(s) and whether the | not have any interest in Roadcast and Roadcast is in no | |
promoter/ promoter group/ group | manner a related party to the Company. | |
companies have any interest in the entity | ||
being acquired? If yes, nature of interest and | ||
details thereof and whether the same is | ||
done at "arms length". | ||
3 | Industry to which the entity being acquired | Enterprise Tech in Logistics |
belongs. | ||
4 | Objects and effects of acquisition (including | This investment reflects the Company's intent of |
but not limited to, disclosure of reasons for | making strategic investments in promising start-ups | |
acquisition of target entity, if its business is | and emerging businesses and is in line with the stated | |
outside the main line of business of the | goal of building a multi-brand and multi-country food | |
listed entity). | business powered by technology. | |
5 | Brief details of any governmental or | N.A. |
regulatory approvals required for the | ||
acquisition. | ||
6 | Indicative time period for completion of the | Within 60 days from execution of Share Subscription |
acquisition. | Agreement and Share Purchase Agreement, i.e. 60 days | |
from July 28, 2022. | ||
7 | Nature of consideration - whether cash | All cash consideration |
consideration or share swap and details of | ||
the same. | ||
8 | Cost of acquisition or the price at which the | Approx. INR 14.98 crores for acquiring 40% stake |
shares are acquired. | (fully diluted basis) in Roadcast. | |
9 | Percentage of shareholding / control | The Company will acquire 25.71% stake in Roadcast by |
acquired and / or number of shares | subscribing the following securities at a premium: | |
acquired. | a) 5,004 Compulsorily Convertible Series A | |
Preference Shares (Series A CCPS) of face value of | ||
Rs. 100 each; | ||
The Company will also acquire 14.29% equity stake | ||
(fully diluted basis) from existing shareholders of | ||
Roadcast through purchase of the following securities | ||
at a premium: | ||
a) 17 Compulsorily Convertible Seed Preference | ||
Shares (Seed CCPS) of face value of Rs. 10 each; and | ||
b) 2,763 equity shares of face value of Rs 10 each. | ||
10 | Brief background about the entity acquired | Roadcast offers a logistics platform for management of |
in terms of products/line of business | last-mile delivery operations. Roadcast's delivery | |
acquired, date of incorporation, history of | automation SaaS platform helps clients to monitor their | |
last 3 years turnover, country in which the | fleet and personnel in real-time. | |
acquired entity has presence and any other | ||
significant information (in brief). | Date of Incorporation: September 17, 2015 | |
History of last 3 years' Total Revenue: | ||
FY 2018-19 - Rs. 2.75 crores | ||
FY 2019-20 - Rs. 6.04 crores | ||
FY 2020-21 - Rs. 3.93 crores | ||
Country of establishment: India | ||
11 | Significant terms of the Agreement (in brief) | Some of the terms of the Agreement are as follows: |
special rights like right to appoint directors, | (a) JFL shall have the right to nominate Two non- | |
first right to share subscription in case of | retiring Directors on the Board of Roadcast and | |
issuance of shares, right to restrict any | an observer to the Board. | |
change in capital structure etc. | (b) The Agreement inter-alia also provides for certain | |
rights in the nature of information rights, rights | ||
in respect of reserved matters, exit rights, pre- | ||
emptive rights, and similar rights which are | ||
customary in such transactions. | ||