RE: SP Fall?11 Nov 2021 15:10
Hi BBB,
Had a quick look through the admission doc and found what I was looking for explaining what I tried very badly to in my last posts - page 245-246:
On 10 October 2018, the Company entered into a conditional agreement for the acquisition of 100% of the equity shares of TSG from the Concert Party, excluding TCCPL. The consideration for the acquisition was £2,000,000, which was agreed to be satisfied by the issue of 10,000,000 Ordinary Shares at an issue price of £0.20 per share. The completion of the acquisition is expected after Admission as it is subject to regulatory approvals as further described below.
Capital account transactions are regulated in India and under FEMA, RBI is the regulator.
An investment made from outside of India is defined as Overseas Direct Investment (“ODI”). The Company is considered to be an ODI under FEMA. For that purpose and because the acquisition constitutes a share swap, the prior approval of RBI must be obtained in relation to the transaction.
All transactions under FEMA that are required to be reported to, or approvals sought from, RBI must be made through “Authorised Dealers” of Foreign Exchange under FEMA. TSG's banker, Yes Bank, is considered to be the Authorised Dealer.
Having consulted its legal counsel and the Authorised Dealer, it has been determined that the transaction is of an unusual nature from a FEMA perspective and to ensure success in securing RBI's approval, the Company and TSG must establish:
- Bona fide purpose. The two clinching factors are integration and capital for development.
- There is ‘no round tripping’ (i.e. the flow of Foreign Exchange from India as an ODI and return of the funds back to India as Foreign Direct Investment).
- The Company is a “foreign” entity and is well regulated, which will be best demonstrated on Admission.
It has therefore been determined that the application to RBI for approval of the acquisition should be made upon achieving the following conditions:
245
- The Company has sufficient funds to deploy as investment in TSG and has access to further capital for further development. - - Following Admission and the Placing, the Company will be in a position to satisfy this condition.
Following the Placing, the list of Placees will establish that the funds available to the Company are not investments having flown out from India, and therefore there is no round tripping.
- Admission, while not a condition under the FEMA regulations, further demonstrates that the Company is an regulated entity and the approval shall pave the way for a progressive FDI into India.
The Company anticipates that the application for approval will be filed with the RBI within 4 weeks from Admission and that approval will be granted within 10 weeks.
Ends
I hope from the above points the matter is made clearer, and actually I think might mean we can expect news early in the new year in relation to TSG, if not before following on from the GM that sorted this issue at