Kolte - Patil Developers Limited's board of directors, in a meeting held on 13 Mar 25, approved a preferential issue and stake acquisition leading to joint control with BREP Asia III India Holding Co VII Pte. Ltd.
Key details of the transactions:
- Preferential Issue: Approved issuance of 1,26,75,685 equity shares at a price of ₹329 per share to BREP Asia III India Holding Co VII Pte. Ltd., aggregating to ₹417.03 crores.
- Stake Acquisition: BREP Asia III will acquire 25.7% equity stake by purchasing 2,27,96,353 equity shares from the existing promoters at ₹329 per share. The sellers are:
- Rajesh Anirudha Patil
- Naresh Anirudha Patil
- Milind Digambar Kolte
- Sunita Rajesh Patil
- Vandana Naresh Patil
- Sunita Milind Kolte
- Yashvardhan Rajesh Patil
- Ankita Rajesh Patil
- Harshavardhan Naresh Patil
- Priyanjali Naresh Patil
- Open Offer: Following the preferential allotment and stake purchase, BREP Asia III will make an open offer as per SEBI regulations.
- Joint Control & Governance: BREP Asia III will gain joint control along with the existing promoters. A Shareholders' Agreement (SHA) has been executed, granting director nomination rights (Existing Promoter Group: 2, Acquirer: 3) and veto rights to the Acquirer on key matters including:
- Amendments to charter documents
- Auditor appointments/removals
- Related party transactions
- Key Managerial Personnel appointments/removals
- Fundraising activities
- Annual business plan approvals
- Corporate restructuring
- Amended Articles of Association: The company's Articles of Association will be amended to incorporate provisions of the SHA.
- Extra-ordinary General Meeting (EGM): An EGM is scheduled for 10 Apr 25 at 11:30 AM (IST) to seek shareholder approvals for these transactions.
- Agreements Executed: The company executed Share Subscription Agreement (SSA), Share Purchase Agreement (SPA), and Shareholders’ Agreement (SHA) on 13 Mar 25.