TIDM43FN
RNS Number : 7899C
Housing Development Fin. Corp. Ltd.
19 June 2019
Ref. No. SE/ 2019-20/88
June 19, 2019
BSE Limited National Stock Exchange of India Limited
P. J. Towers Exchange Plaza, Plot No. C/1
Dalal Street Bandra-Kurla Complex, Bandra (East)
Mumbai 400 001. Mumbai 400 051.
Kind Attn: Sr. General Manager Kind Attn: Head - Listing
DCS - Listing Department
Dear Sirs,
Sub: Intimation under Regulation 30 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
We wish to inform you that the Corporation has today entered
into agreements for acquiring up to 51.2% of the equity share
capital of Apollo Munich Health Insurance Company Limited ("Apollo
Munich"), from Apollo Energy Company Limited, Apollo Hospitals
Enterprise Limited, the subscribers to the memorandum of
association of Apollo Munich and certain other shareholders
("Apollo Munich Proposed Acquisition"), subject to receipt of
requisite approvals (including the National Housing Bank, Insurance
Regulatory and Development Authority of India, Competition
Commission of India and/ or such other approval from other
governmental authorities.
We further wish to inform you that the Corporation has today, in
principle, granted its no objection to the proposed merger of
Apollo Munich with HDFC ERGO General Insurance Company Limited (a
subsidiary of the Corporation), subject to the finalization of swap
ratio and other terms of the Scheme of Amalgamation, and subject to
receipt of requisite regulatory, statutory, judicial and other
approvals.
The details required to be disclosed under Regulation 30 of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is as below:
Particulars Details
Name of the target entity, Apollo Munich Health Insurance Company
details in brief such as Limited ("Apollo Munich").
size, turnover etc.
Apollo Munich is licensed as a general
insurer and specializes in the health
insurance business in India. It is
a joint venture between the Apollo
Hospitals group and Munich Health Holding
AG.
For the year ended March 31, 2019,
Apollo Munich had a Gross Written Premium
of ` 2,194.4 crore. As at March 31,
2019, the paid-up share capital of
Apollo Munich is ` 358.41 crore.
-----------------------------------------------
Whether the acquisition would The Apollo Munich Proposed Acquisition
fall within related party is not a related party transaction
transaction(s) and whether for the Corporation. Further, the Corporation
the promoter/promoter group/group is neither owned nor controlled, directly
companies have any interest or indirectly, by any person, entity
in the entity being acquired? or government and does not owe allegiance
If yes, nature of interest to any promoter or promoter group.
and details thereof and whether
the same is done at 'arms However, post the Proposed Acquisition,
length'. Apollo Munich is proposed to be merged
with and into HDFC ERGO General Insurance
Company Limited (HDFC ERGO), a subsidiary
of the Corporation ("Proposed Merger")
on the terms to be agreed between the
relevant parties to the Proposed Merger
and subject to the receipt of regulatory,
statutory and judicial approvals, (including
the approvals from National Housing
Bank, Insurance Regulatory and Development
Authority of India, Competition Commission
of India and/ or such other approval
from other governmental authorities).
The Corporation currently holds 50.49%
of the paid-up share capital of HDFC
ERGO.
-----------------------------------------------
Industry to which the entity Apollo Munich specializes in the health
being acquired belongs. insurance business in India.
-----------------------------------------------
Objects and effects of acquisition The Corporation has presence in general
(including but not limited insurance segment through its subsidiary
to, disclosure of reasons HDFC ERGO, which is also engaged in
for acquisition of target the health insurance business in India.
entity, if its business is
outside the main line of The Corporation foresees that health
business of the listed entity) insurance has tremendous potential
and hence the Corporation has agreed
to acquire up to 51.2% of the shares
of Apollo Munich. The ultimate business
objective is to consolidate Apollo
Munich's health insurance business
into HDFC ERGO. However, with the objective
of achieving synergies and efficiencies
in operations, it is proposed to effectuate
the overall business objective by way
of the Apollo Munich Proposed Acquisition
followed by the Proposed Merger.
-----------------------------------------------
Brief details of any governmental The Apollo Munich Proposed Acquisition
or regulatory approvals required and the Proposed Merger is subject
for the acquisition to requisite approvals including from
the National Housing Bank (NHB), Insurance
Regulatory and Development Authority
of India (IRDAI), Competition Commission
of India (CCI) and the concerned National
Company law Tribunal (concerning the
Proposed Merger).
-----------------------------------------------
Indicative time period for The Apollo Munich Proposed Acquisition
completion of the acquisition is expected to be completed within
a period 4 months and the Proposed
Merger is expected to be completed
within a period of 9 months, subject
to fulfillment of certain conditions
precedent and further subject to regulatory,
statutory, judicial and other requisite
approvals.
-----------------------------------------------
Nature of consideration - The shares of Apollo Munich will be
whether cash consideration acquired through full cash consideration.
or share swap and details
of the same.
-----------------------------------------------
Cost of acquisition or the Total consideration to be paid by the
price at which the shares Corporation to all selling shareholders
are acquired of Apollo Munich:
` 1,346.84 crore, subject to any adjustment
under the terms of the relevant share
purchase agreements.
-----------------------------------------------
Percentage of shareholding/ Equity shares of Apollo Munich representing
control acquired and / or 51.2% of its share capital (currently
number of shares acquired. 18,39,03,862 equity shares of ` 10
each).
-----------------------------------------------
Brief background about the Apollo Munich specializes in the health
entity acquired in terms insurance business in India.
of products/line of business
acquired, date of incorporation, It was incorporated in 2007 and has
history of last 3 years turnover, a pan India presence through its branches.
country in which the acquired
entity has presence and any Gross Written Premiums for last 3 FY:
other significant information FY 2018-19: ` 2,194.4 crore
FY 2017-18: ` 1,717.5 crore
FY 2016-17: ` 1,301.9 crore
-----------------------------------------------
Please note that subsequent to the above mentioned Apollo Munich
Proposed Acquisition, Apollo Munich would become a subsidiary
company of the Corporation.
We also wish to inform you that the Board of Directors of HDFC
ERGO and Apollo Munich at their respective meetings held today have
approved the in principle draft Scheme of Amalgamation ("Scheme of
Amalgamation") for the amalgamation of Apollo Munich with and into
HDFC ERGO under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013, subject to the approval of the swap
ratio and other terms of the Scheme of Amalgamation and further
subject to the receipt of requisite approvals from the National
Housing Bank, Insurance Regulatory and Development Authority of
India, Competition Commission of India and the concerned National
Company Law Tribunal and other regulatory, statutory and other
governmental approvals. Copy of letter received from HDFC ERGO is
enclosed.
A press release being issued in the above connection is also
enclosed.
You are requested to take note of the above and arrange to bring
this to the notice of all concerned.
Thank you,
Yours faithfully,
For Housing Development Finance Corporation Ltd.
Ajay Agarwal
Company Secretary
Encl. a/a
cc: London Stock Exchange
10, Paternoster Square
London
EC4M 7LS
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END
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