Axis Bank Limited Acquisition

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RNS Number : 2676M

Axis Bank Limited

27 July 2017

AXIS/CO/CS/326/2017-18

27(th) July 2017

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Dear Sirs,

SUB: DISCLOSURE IN TERMS OF REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ("LISTING REGULATIONS") READ WITH SEBI CIRCULAR DATED 9(Th) SEPTEMBER 2015.

This is to inform you, pursuant to approval from the Board of Directors of the Bank accorded on Wednesday, 26(th) July 2017, the Bank has today entered into a Share Purchase Agreement ("SPA") with Jasper Infotech Private Limited ("Snapdeal"), to acquire 100 % equity capital of Accelyst Solutions Private Limited ("Accelyst") & Freecharge Payment Technologies Private Limited ("FPTPL") (Accelyst and FPTPL collectively referred to as "Freecharge"), subject to receipt of requisite regulatory approvals, including from the RBI, for a cash consideration of Rs. 385 crores.

Accelyst is engaged in the business of providing and facilitating online recharge/ bill payment/ coupon services, marketing platform for third parties, distribution of mutual funds and insurance products through the mobile application/website/mobile site. FPTPL is engaged in the business of operating payment system for semi-closed prepaid payment instruments and gift vouchers under the license issued by the Reserve Bank of India, card processing services, payment aggregation services, merchant acquisition services and payment support services.

The particulars of the proposed acquisition are provided in the Annexure hereto.

You are requested to take note of above and arrange to bring the same to the notice of all concerned.

Thanking you,

Yours faithfully,

For Axis Bank Limited

Girish V. Koliyote

Company Secretary

Encl: As above.

Annexure

Details which a listed entity needs to disclose for the events that are deemed to be material as specified in Para A of Part A of Schedule III of Listing Regulations.

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring:

1.1. Acquisition (including agreement to acquire):

Particulars Details

-------------------------------- -----------------------------------------------------------

a) Name of the target 1. Accelyst Solutions

entities, details in brief Private Limited

such as size, turnover (FY17 provisional)

etc.;

Total Assets: INR 106.8

crores

Total Income: INR 42.2

crores

2. Freecharge Payment

Technologies Private Limited

(FY17 provisional)

Total Assets: INR 169.0

crores

Total Income: INR 25.0

crores

-------------------------------- -----------------------------------------------------------

b) Whether the acquisition This agreement does not

would fall within related constitute a related party

party transaction(s) and transaction and the promoter/

whether the promoter/ promoter group/ group

promoter group/ group companies do not have

companies have any interest any interest in the entities

in the entity being acquired? being acquired.

If yes, nature of interest

and details thereof and

whether the same is done

at "arm's length";

-------------------------------- -----------------------------------------------------------

c) industry to which the Accelyst is primarily

entity being acquired engaged in the business

belongs; of payment processing

services. FPTPL is primarily

engaged in the business

of operating payment system

for semi-closed prepaid

payment instruments and

gift vouchers under the

license issued by the

Reserve Bank of India.

Together, Accelyst and

FPTPL form a digital payments

business.

-------------------------------- -----------------------------------------------------------

d) objects and effects Acquisition of 100% shareholding

of acquisition (including of Freecharge. The business

but not limited to, disclosure of Freecharge is not outside

of reasons for acquisition the main line of business

of target entity, if its of Axis Bank Limited.

business is outside the

main line of business

of the listed entity);

-------------------------------- -----------------------------------------------------------

e) brief details of any 1. Approval of the RBI

governmental or regulatory for acquisition of Freecharge

approvals required for under the Banking Regulation

the acquisition; Act, 1949 and RBI (Financial

Services provided by Banks)

Directions, 2016

2. Approval of the IRDAI

under IRDAI (Registration

of Corporate Agents) Regulations,

2015

3. Approval of the RBI

for change in shareholding

of FPTPL under the Payment

and Settlement Systems

Act, 2007 and RBI license

dated July 14, 2016

-------------------------------- -----------------------------------------------------------

f) indicative time period 2 months

for completion of the

acquisition;

-------------------------------- -----------------------------------------------------------

g) nature of consideration Cash consideration of

- whether cash consideration Rs. 385 crores

or share swap and details

of the same;

-------------------------------- -----------------------------------------------------------

h) cost of acquisition Cash consideration of

or the price at which Rs. 385 crores for 100%

the shares are acquired; shareholding of Freecharge

-------------------------------- -----------------------------------------------------------

j) brief background about

the entity acquired in 1. Accelyst Solutions

terms of products/line Private Limited

of business acquired,

date of incorporation, Date of Incorporation:

history of last 3 years July 29, 2008

turnover, country in which

the acquired entity has Products / Line of Business:

presence and any other Payment Processing Services

significant information

(in brief); Historical Turnover (Rs.

In crore): Financial 2015 2016 2017P

Year

----------- -------- -------- ---------

Income 35.1 36.1 42.2

----------- -------- -------- ---------

Country: India

2. Freecharge Payment

Technologies Private Limited

Date of Incorporation:

January 14, 2015

Products / Line of Business:

Operation of Payment Systems

for Semi-Closed Pre-paid

Payment Instruments

Historical Turnover (Rs.

In crore): Financial 2015 2016 2017P

Year

----------- --------- -------- ---------

Income - 4.9 25.0

----------- --------- -------- ---------

Country: India

-------------------------------- -----------------------------------------------------------

This information is provided by RNS

The company news service from the London Stock Exchange

END

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July 27, 2017 03:25 ET (07:25 GMT)