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GFL LIMITED M&A Activity 2022

Mar 27, 2022

61605_rns_2022-03-27_6dc52334-c75f-40ac-8ee0-a1c539a64db8.pdf

M&A Activity

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Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai-400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www.gfllimited.co.in • Email ID: contact(u 2fllimited.co.in

2~h March, 2022

To,

Exchange Plaza, 5th Sir Phiroze Jeejeebhoy Towers Floor Dalal Street, Fort Mumbai - 400 001 Security code: 500173

BSE limited National Stock Exchange of India limited Plot No. C-1, Block G Bandra Kurla Complex, Bandra (East) Mumbai - 400 051 Symbol: GFLLIMITED

Dear Sir/ Madam,

SUB: Intimation of the outcome of the meeting of the Board of Directors of GFL Limited ("Company'') held on 2~h March, 2022 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("listing Regulations")

In compliance with Regulation 30 read with Schedule Ill of the Listing Regulations, we wish to inform the stock exchanges that the Board of Directors of the Company ("the Board") at its meeting today, i.e., 27th March, 2022, has, inter a/ia, considered and:

    1. Authorised execution and undertake obligations under the Merger Co-operation Agreement to be entered between INOX Leisure Limited {"Transferor Company"), PVR Limited {''Transferee Company''), the Company, INOX Infrastructure Limited, Mr. Pavan Kumar Jain, Mr. Siddharth Jain, Mr. Ajay Bijli and Mr. Sanjeev Kumar (collectively, "Parties") {hereinafter referred to as "Merger Co-operation Agreement" or "MCA") which sets out the manner of effecting the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 ("Scheme"), the representations and warranties being given by each party and the rights and obligations of the respective parties; and
    1. Authorised execution and undertake obligations under the Binding Term Sheet ("BTS") between the Parties, to establish their rights inter-se in the Transferee Company, upon the Scheme becoming effective.

The Scheme is subject to receipt of necessary approvals from the jurisdictional National Company Law Tribunal, stock exchanges, the Securities and Exchange Board of India, shareholders and such other persons and authorities, as may be required.

In terms of the Listing Regulations read with SEBI Circular No CIR/CFD/CMD/4/2015 dated September 9, 2015, we are furnishing herewith the details of the MCA and BTS as Annexure I and Annexure II.

Further, the announcement filed by INOX Leisure Limited, the subsidiary of the Company is available at the following links:

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - 400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www.gfllirnited.co.in • Email ID: contactfa gfllimited.co.in

  • Regulation 30 Disclosure filed by INOX Leisure Limited with the Stock Exchanges is available on the website of the Company www.inoxmovies.com.
  • Press Release filed by INOX Leisure Limited with the Stock Exchanges is available on the website of the Company www.inoxmovies.com ..

The meeting of the Board of the Company started at 10:00 a.m. and concluded at 10:30 a.m.

Thanking you,

Yours faithfully, For and on behalf of GFL Limited

BhaviShah Company Secretary

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai-400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www. gfllimited.co.in • Email ID: contact(n gfllimited.co.in

Annexure I -Agreements (Merger Co-operation Agreement) not in normal course of business

a)
Name(s) of parties with whom the
agreement is entered		 The MCA has been entered into amongst INOX :
Leisure Limited, GFL Limited, INOX Infrastructure 1
Limited, Mr. Pavan Kumar Jain, Mr. Siddharth i
Jain, PVR Limited, Mr. Ajay Bijli and Mr. Sanjeev i
Kumar.
I
b) of
Purpose
entering
into
the
agreement		 The MCA sets out the manner of effecting the ;
under 1
proposed
amalgamation
contemplated
the Scheme, the representations and warranties 1
being given by each party and the rights and
obligations of the respective parties.
c) Shareholding, if any, in the entity with
I whom the agreement is executed		 The Company does not hold any shares in PVR
Limited and vice-versa.
·- +
d) I Significant terms of the agreement (in f The
brief)
special
rights
like
right
to
appoint directors, first right to share
of issuance of
subscription
in
case
I
shares, right to restrict any change in
! capital structure etc.;
I
I
I
i		 ----
---------·-·--
MCA, inter alia, sets out the manner of
effecting the proposed amalgamation contemplated
under
the
the
representations
Scheme,
and
warranties being given by each party and the rights
and obligations of the respective parties.
Upon the Scheme becoming effective, and in
of the
addition
to
the
existing
promoters
Transferee Company,
Limited
and
INOX
GFL
I Infrastructure Limited, will be classified as the
'Promoters' of the Transferee Company. Further,
I
Mr.
Kumar
Jain
being
appointed
Pavan
as
f Chairman
and
Mr.
Siddharth
Jain,
being
I appointed
of
Director
the
Transferee 1
as
I
I Company
special I
and
getting
certain
of the Transferee Company, I
management rights-
will
be
classified
'Promoters'/ 'Promoter
as
Group' of the Transferee Company upon the
Scheme becoming effective.
I
I
L		 e) f Whether, the said parties are related
to promoter/promoter group/ group
companies
any
manner.
If yes,
in
I nature of relationship
--------
1
-~---···-
-· .		 Company
not related
to
promoter/
The
is
of
promoter
group/
group
companies
PVR
. Limited and vice-versa.
I
·-·· --
-
·-

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai-400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www. 11.fllimited.co.in • Email ID: contact(cvgfllimited.co.in

f) Whether the transaction would fall I Not applicable
within related party transactions? If :
yes,
whether the same
done at ,
is
"arms length"		 I
g) In case of issuance of shares to the
parties, details of issue price, class of 1
shares issued		 Not applicable
h) Any other disclosures related to such
agreements, viz., details of nominee
on the board of directors of the listed
entity, potential conflict of interest
arising out of such agreements, etc;		 Not applicable
i)
I		 In case of termination or amendment
shall I
of
agreement,
listed
entity
disclose additional details to the stock I
, exchange(s):
I
name of parties to the agreement;
a)
nature of the agreement;
b)
date of execution of the agreement;
c)
of
d)
details
amendment
and
impact
thereof or reasons of termination and
impact thereof.
L.
L_		 Not applicable
I

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - 400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www. efllimited.co.in • Email ID: contactrcu dllimited.co.in

Annexure II -Agreements (Binding Term Sheet} not in normal course of business

a) Name(s) of parties with whom
agreement is entered		 I
•
'
the ! The BTS has been entered into amongst INOX
I
i Leisure Limited, GFL Limited, INOX Infrastructure !
l
Limited, Mr. Pavan Kumar Jain, Mr. Siddharth !
Jain, PVR Limited, Mr. Ajay Bijli and Mr. Sanjeev J
I
Kumar.
b) of
Purpose
entering
into
the
agreement		 The BTS has been entered into by the parties to
i set out the agreement and relationship amongst
! them regarding their rights and obligations, in
relation to the management of the Transferee
' Company
the
becoming
(upon
Scheme
effective).
c) Shareholding, if any, in the entity with
whom the agreement is executed		 The Company does not hold any shares in PVR
Limited and vice-versa.
Significant terms of the agreement (in
to I
brief)
special
rights
like
right
appoint directors, first right to share , •
of issuance of
subscription in
case
I shares, right to restrict any change in
1 capital structure etc.;
I		 Key terms of the BTS, inter a/ia, are as under:
Upon the Scheme becoming effective, and in
addition to the existing promoters of the
Transferee Company, the Company and INOX
Infrastructure Limited, will be classified as
the 'Promoters' of the Transferee Company.
Further,
Mr.
Pavan
Kumar
Jain
being
appointed as Chairman and Mr. Siddharth
Director of the
Jain,
being appointed as
Transferee
Company
and
getting
certain
special
management
rights-
of
the
Transferee Company, will be classified as I
'Promoters'/
'Promoter
Group'
of
the
Transferee
Company
upon
the
Scheme
becoming effective.
'
·
Respective parties to the BTS shall
have 1
I
certain management and governance rights l
•
I
the
Transferee
Company
post
the
in
amalgamation.
share I
•
Parties shall
subject to certain
be
I
transfer
restrictions,
reasonable
non-
I
compete and non-solicit obligations.
e) l
Whether, the said parties are related
to promoter/promoter group/ group
companies
in
any
manner.
If yes,		 promoter/ 1
The
Company
is . not
related . to
promoter
group/ group
companies
of
PVR
Limited and vice-versa.

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai- 400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www. efllimited.co.in • Email ID: contact111 d llimited.co.in

nature of relationship
f) Whether the transaction would fall
within related party transactions? If
yes,
whether the same
is done at
"arms length;'		 Not applicable
g) In case of issuance of shares to the 1 Not applicable
parties, details of issue price, class of
shares issued		 --
f·--···
h) Any other disclosures related to such
agreements, viz., details of nominee
on the board of directors of the listed
entity,
potential
arising out of such agreements, etc;		 --·····•- ·--
-
-
Under the BTS, parties have agreed that subject i
to certain shareholding thresholds of each of the
parties in the Transferee Company,
relevant i
I
conflict of interest I party shall be entitled to nominate and appoint 2
of
(two)
nominee
directors
on
the
board
, directors of the Transferee Company.
i) In case of termination or amendment 1 Not applicable
shall !
of
agreement,
listed
entity
I disclose additional details to the stock
exchange(s):
name of parties to the agreement;
a)
nature of the agreement;
b)
date of execution of the agreement;
c)
d)
details
of
amendment
and
impact
thereof or reasons of termination and
impact thereof.		 I

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