JFL/NSE-BSE/2022-23/108 | November 8, 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: Intimation of proposed internal restructuring of certain overseas subsidiaries of Jubilant FoodWorks Limited ("JFL" or "Company")
Ref: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
Dear Sir/Madam,
Pursuant to Regulation 30 of the Listing Regulations, we wish to inform that the Board of Directors of the Company at its meeting held on November 8, 2022 has inter-alia approved an internal restructuring of its overseas subsidiaries where certain overseas subsidiaries of the Company will be held under Jubilant FoodWorks International Luxembourg, a step down wholly owned subsidiary of the Company as per details below. The proposed restructuring will result in simplification of structure of the Company without any change in ultimate ownership of the Company over the said subsidiaries.
-
Sale of all shares held by the Company in (a) Jubilant FoodWorks Lanka Private Limited, a wholly owned subsidiary of the Company in Sri Lanka; and (b) Jubilant FoodWorks Bangladesh Limited, a wholly owned subsidiary of the Company in Bangladesh, to the Jubilant FoodWorks International Luxembourg, a step down wholly owned subsidiary of the Company in
Luxembourg ("Luxembourg Subsidiary") as per details mentioned in Annexure 1; - Sale of all shares of DP Eurasia N.V., a company incorporated in the Netherlands, held by Jubilant Foodworks Netherlands B.V., a wholly owned subsidiary of the Company in the
Netherlands ("Netherlands Subsidiary") to Luxembourg Subsidiary as per details mentioned in Annexure 1; - Termination of the existing corporate guarantee dated October 27, 2021 issued by the Company in favour of Hongkong and Shanghai Banking Corporation Limited (HSBC) ("Guarantee") and issuance of a new corporate guarantee in favour of HSBC on behalf of the Luxembourg Subsidiary guaranteeing the repayment obligations for the term loan assigned/novated to the Luxembourg Subsidiary (term loan earlier availed by Netherlands Subsidiary), as per details mentioned in Annexure 2.
In this regard, details as required under Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are attached as Annexure 1 & 2.
We request you to take the above information on your record.
Thanking you.
For Jubilant FoodWorks Limited
MONA AGGAR WAL
Digitally signed by MONA AGGARWAL Date: 2022.11.08 13:35:05 +05'30'
Mona Aggarwal
Company Secretary and Compliance Officer Investor E-mailid: investor@jublfood.com
Encl: A/a
Current Structure - JFL its Subsidiaries and Associate
Proposed Structure - JFL its Subsidiaries & Associate
Annexure-1 | |||
Name of the entity | Jubilant | Jubilant | DP Eurasia N.V. |
FoodWorks Lanka | FoodWorks | (DPEU) | |
Pvt. Limited | Bangladesh | ||
(JFLPL) | Limited (JFBL) | ||
Shares held by | Jubilant FoodWorks Limited | Jubilant Foodworks | |
Netherlands B.V. | |||
Amount and % of turnover or | Turnover: 5,021.72 | Turnover: 2,475.08 | Turnover: |
revenue or income and net | (1.14%) | (0.56%) | 36,803.94* |
worth contributed by such | Net worth: 1,781.39 | Net worth: 2,062.27 | Net worth: |
unit or division of the listed | (0.91%) | (1.05%) | (2,594.99) (-1.33%) |
entity (based on latest audited | (As on March 31, | (As on March 31, | (As on Dec. 31, |
standalone financials of the | 2022) | 2022) | 2021) |
respective entity) | |||
(Amount INR in lakhs) | |||
Date on which the agreement | To be entered | ||
for sale has been entered into | |||
Expected date of completion | Subject to applicable regulatory approvals and procedures, the | ||
of sale / disposal | proposed restructuring is expected to complete on or before | ||
June 30, 2023. | |||
Consideration received from | Lux. Co. will | Lux. Co. will | Lux. Co. will |
such sale/ disposal | acquire all shares | acquire all shares | acquire all shares of |
held by the | held by the | DPEU held by JFN | |
Company in JFLPL | Company in JFBL | at a price arrived | |
at a price arrived | at a price arrived | on arm's length | |
on arm's length | on arm's length | basis as on the date | |
basis in accordance | basis in accordance | of transfer for a | |
with the Foreign | with the OI Rules | consideration (cash | |
Exchange | read with the OI | or otherwise) by | |
Management | Directions | Lux. Co. | |
(Overseas | |||
Investment) Rules, | |||
2022 ("OI Rules") | |||
read with the | |||
Foreign Exchange | |||
Management | |||
(Overseas | |||
Investment) | |||
Directions, 2022 | |||
("OI Directions") |
Brief Details of buyers and | Jubilant FoodWorks International Luxembourg, a step down |
whether any of the buyers | wholly owned subsidiary of the Company in Luxembourg. |
belong to the Promoter | |
group/ group companies. If | The Buyer does not belong to Promoter/ Promoter Group/ |
yes, details thereof | Promoter Companies |
whether the transaction | The proposed restructuring falls within the purview of related |
would | party transaction and shall be done on an arm's length basis. |
fall within related party | |
transactions? If yes, whether | |
the | |
same is done at "arm's | |
length" | |
Additionally, in case of a | Not applicable |
slump sale, indicative | |
disclosures provided for | |
amalgamation/merger, shall | |
be disclosed by the listed | |
entity with respect to such | |
slump sale |
*Associate being accounted under Equity Method of consolidation, only share in associate's profit is consolidated in Group Profit & Loss. Income of the Associate is not consolidated in Group Income under Equity Method of consolidation. Notes:-
- Currency Conversion for net worth has been done at closing exchange rate and for Turnover at annual average exchange rate.
- Turnover and Net worth of DPEU is apportioned in the ratio of shareholding of JFL (through JFN) in DPEU during the applicable period.
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Jubilant Foodworks Ltd. published this content on 08 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2022 08:13:02 UTC.