Sagility India Limited announced a change in the encumbrance of its shares following an offer for sale, with the encumbered shares decreasing to 67.38%. This disclosure is in accordance with Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The promoter, Sagility B.V., undertook an offer for sale of 703 million equity shares, leading to a reduction in the number of equity shares held by the company. Consequently, there was a change in the number of equity shares indirectly encumbered.
The promoter and its holding companies have availed financing facilities outside India, with encumbrances created in favor of respective lenders or security agents. The shares of Sagility India Limited are listed on both the BSE Limited and the National Stock Exchange of India Limited.
The details of the event pertaining to the encumbrance are as follows:
| Particulars | Details |
|---|---|
| Name of the promoter | Sagility B.V. |
| Type of event | Indirect Release |
| Date of event | May 29, 2025 |
| Reason for encumbrance | Financing availed by Sagility Mezz B.V. and Sagility B.V. |
| Shares encumbered after the event | 3,154,129,152 |
| Percentage of share capital encumbered after the event | 67.38% |
Global Loan Agency Services Australia Nominees Pty Limited acts as the security agent for the lenders, including CPPIB Credit Investments Inc. The Hongkong and Shanghai Banking Corporation Limited also acts as the pledgee and security agent for the lenders.
Sagility Holdings B.V. and Sagility B.V. are entities incorporated in the Netherlands. Sagility Parent B.V. holds 100% of the equity share capital of Sagility Mezz B.V. The Mezz Borrower has entered into a Mezz Facility Agreement, and a pledge over Mezz Shares is created by Sagility Parent in favor of Global Loan Agency Services Australia Nominees Pty Limited.
Sagility B.V. has entered into a Facilities Agreement with various lenders, including The Hongkong and Shanghai Banking Corporation Limited, Bank SinoPac Company Limited, Barclays Bank Plc, BNP Paribas, Citibank N.A., Credit Agricole Corporate & Investment Bank, CTBC Bank Co., Ltd., Cathay United Bank Co., Ltd., DBS Bank Ltd., Deutsche Bank AG, E.SUN Commercial Bank, Ltd., Far Eastern International Bank, Ltd., KGI Bank Co., Ltd, Mashreqbank PSC, Mizuho Bank, Limited, MUFG Bank, Ltd., Natixis, NEC Capital Solutions Limited, Nomura Special Investments Singapore Pte. Ltd., OMERS Capital Markets Asia Holdings Pte. Ltd., Standard Chartered Bank, Shinhan Bank Singapore Branch, Siemens Bank GmBH Singapore Branch, Sumitomo Mitsui Banking Corporation Singapore Branch, Sumitomo Mitsui Trust Bank, Limited Singapore Branch, Taipei Fubon Commercial Bank Co., Ltd., and Taishin International Bank Co. Ltd.
Pursuant to an offer for sale through stock exchange mechanism settled on May 28, 2025 and May 29, 2025, Sagility B.V. sold equity shares of the Target Company representing 15.02% (i.e., 703,000,000 Equity Shares) of the total paid-up equity share capital of the Target Company, resulting in the change in percentage of Sagility B.V. holding in the Target Company from 82.39% to 67.38% on a fully diluted basis, therefore changing the percentage of and resulting in indirect release of indirectly encumbered shares in the table above.
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