JFL/NSE-BSE/2021-22/98 | March 22, 2022 |
The Manager | The Manager |
Department of Corporate Services | Listing Department |
BSE Ltd. | National Stock Exchange of India Limited |
25th Floor, P.J Towers, | Exchange Plaza, Bandra Kurla Complex, |
Dalal Street, Mumbai-400001 | Bandra (E), Mumbai- 400051 |
Scrip Code: 533155 | Symbol: JUBLFOOD |
Sub:-Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
Re: Increase in shareholding of the Company in Jubilant Golden Harvest Limited
Dear Sir/Madam,
This is in relation to our letters dated September 30, 2021 and January 27, 2022 with respect to the captioned matter. Pursuant to the Share Subscription and Shareholders' Agreement ("Agreement") dated March 6, 2018 executed between Jubilant Foodworks Ltd. ("JFL"), Jubilant Golden Harvest Limited ("JGHL") and Golden Harvest QSR Limited ("Golden Harvest"), JFL had informed the stock exchanges of JFL's exercise of the call option for acquiring 39% equity stake in JGHL from Golden Harvest ("Call Option 1") vide letter dated September 30, 2021.
JFL has now issued a notice to Golden Harvest to exercise its call option for acquiring the remaining 10% equity stake in JGHL from Golden Harvest ("Call Option 2"). Accordingly, JFL will acquire the complete 49% equity stake of Golden Harvest in JGHL and post the consummation of Call Option 1 and Call Option 2, JGHL shall become a wholly owned subsidiary of JFL.
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 AGGARWA L
Digitally signed by MONA AGGARWAL Date: 2022.03.22 09:41:49 +05'30'
Mona Aggarwal
Company Secretary and Compliance Officer Investor E-mail Id: investor@jublfood.comEncl:A/a
Disclosure under Regulation 30 of Listing Regulations is as under:-
S | Particulars | Details | ||||
No. | ||||||
1 | Name of the target entity, details | Jubilant Golden Harvest Limited ('JGHL') is a | ||||
in brief such as size, turnover etc. | subsidiary of Jubilant Foodworks Limited | |||||
('Company') and has the franchise rights to | ||||||
develop and operate Domino's Pizza restaurants in | ||||||
Bangladesh. As on December 31, 2021, JGHL has | ||||||
eight restaurants. | ||||||
Total Revenue of JGHL in FY 2021 - BDT 19.24 | ||||||
crores | ||||||
2 | Whether the | acquisition would | As on date, the acquisition of shares by the | |||
fall | within | related | party | Company from Golden Harvest QSR Limited is not | ||
transaction(s) and | whether the | a related party transaction. Apart from JGHL being | ||||
promoter/ | promoter group/ | a subsidiary of the Company, none of the | ||||
group | companies | have | any | Promoter/Promoter Group/ Group Companies | ||
interest in the entity being | have any interest in JGHL whose shares are being | |||||
acquired? If yes, nature of | acquired. | |||||
interest and details thereof and | ||||||
whether the same is done at | The transaction will be based on a Valuation | |||||
"arms length". | Report to be obtained from a chartered | |||||
accountant/ Independent Accounting Firm and | ||||||
hence on arm's length basis | ||||||
3 | Industry to which the entity | Food Service Industry | ||||
being acquired belongs | ||||||
4 | Objects and effects of acquisition | The objective of the Call Option 2 is to increase | ||||
(including but not limited to, | Company's shareholding in JGHL by 10% and | |||||
disclosure | of reasons | for | along with the consummation of Call Option 1 (as | |||
acquisition of target entity, if its | previously disclosed), to 100%, thereby making | |||||
business is outside the main line | JGHL a wholly owned subsidiary of the Company. | |||||
of business of the listed entity) | ||||||
5 | Brief details of any governmental | The parties will obtain necessary governmental/ | ||||
or regulatory approvals required | regulatory approvals, if required, under applicable | |||||
for the acquisition | laws for the transaction. |
6 | Indicative | time | period | for | Likely by April 27, 2022 subject to receipt of all | ||
completion of the acquisition | applicable approvals, as may be required. | ||||||
7 | Nature | of | consideration | - | All cash consideration | ||
whether cash | consideration | or | |||||
share swap and details of the | |||||||
same | |||||||
8 | Cost of acquisition or the price at | Cost of acquisition will be based on a Valuation | |||||
which the shares are acquired | Report to be obtained from a chartered | ||||||
accountant/ Independent Accounting Firm and | |||||||
hence on arm's length basis. | |||||||
9 | Percentage | of | shareholding | / | Pursuant to Call Option 2, the Company will | ||
control acquired and / or | acquire 10% from Golden Harvest and along with | ||||||
number of shares acquired | consummation of Call Option 1 (as previously | ||||||
disclosed), the Company will hold 100% equity | |||||||
stake in JGHL. Post completion of acquisition, | |||||||
JGHL will become wholly owned subsidiary of | |||||||
JFL. | |||||||
10 | Brief | background | about | the | Jubilant Golden Harvest Limited ('JGHL') is a | ||
entity acquired in terms of | public limited company incorporated in | ||||||
products/line | of | business | Bangladesh. JGHL is a subsidiary of Jubilant | ||||
acquired, date of incorporation, | Foodworks Limited and has the franchise rights to | ||||||
history of last 3 years turnover, | develop and operate Domino's Pizza restaurants in | ||||||
country in which the acquired | Bangladesh. As on December 31, 2021, JGHL has | ||||||
entity has presence and any other | eight restaurants. | ||||||
significant information (in brief) | |||||||
Date of Incorporation of JGHL: 21st December, | |||||||
2017. | |||||||
History of last 3 years' Total Revenue: | |||||||
FY 2018-19 - BDT 2.35 crores | |||||||
FY 2019-20 - BDT 20.50 crores | |||||||
FY 2020-21 - BDT 19.24 crores | |||||||
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Jubilant Foodworks Ltd. published this content on 22 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2022 04:59:03 UTC.