Khaitan & Co advised IIFL Capital Services Limited on Fairfax India’s ~INR 3,500 crore strategic investment and acquisition
The India’s leading law firm, Khaitan & Co advised IIFL Capital Services Limited in relation to the acquisition by FIH Mauritius Investments Ltd, a wholly owned subsidiary of Fairfax India Holdings Corporation, of an additional equity interest in IIFL Capital Services Limited for approximately INR 3,500 crores.
The transaction is structured as follows:
- (i) A preferential allotment of equity shares aggregating to approximately INR 2,000 crore at INR 350 per share, representing approximately 10% of the expanded share capital of the company;
- (ii) A mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for up to 26% of the expanded voting share capital of the company; and
- (iii) Arrangements with the existing promoters, pursuant to which FIH Mauritius Investments Ltd and its affiliate HWIC Asia Fund Class A are proposed to increase their shareholding from approximately 30.5% to a minimum of 51% and join the promoter group alongside Mr. Nirmal Jain and Mr. R. Venkataraman upon completion of the transaction. The consummation of the transaction is subject to satisfaction of conditions precedent and receipt of regulatory approvals.
Khaitan & Co advised on transaction structuring, regulatory and commercial considerations, negotiation of transaction documents, governance matters, regulatory filings, and promoter/control-related implications.
The Khaitn & co core legal team comprised Shishir Vayttaden (Partner), Anvita Mishra (Counsel), Niyati Dholakia (Principal Associate), and Harishankar Raghunath (Senior Associate).
The mandatory open offer team comprised Abhishek Dadoo, Anvita Mishra, Gaurang Mansinghka, Krithika Kataria, and Shruti Kunisetty (Associates). The competition law team comprised Anisha Chand (Partner), Soham Banerjee (Counsel), and Priyal Shukla (Associate). The intellectual property team comprised Nirupam Lodha (Partner), Malika Nandkeolyar (Principal Associate), and Rebecca Cardoso (Associate).
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