Catalyst Trusteeship Limited, acting as a security trustee, has disclosed a significant encumbrance on the shares of Sical Logistics Limited. Pristine Malwa Logistics Park Private Limited (“HoldCo”), the parent company of Sical Logistics, has created a pledge on 50.34% of Sical Logistics' equity shares. Concurrently, HoldCo has also entered into a non-disposal undertaking for a total of 51% of Sical Logistics' share capital, which includes the pledged shares. These actions were formalized through agreements dated June 16, 2025, with the pledge being created in the depository system on June 17, 2025.
| Particulars of Encumbrance | Number of Shares | % of Total Share Capital | % of Diluted Share Capital |
|---|---|---|---|
| Shares Pledged | 3,28,43,780 | 50.34% | 50.34% |
| Shares under Non-Disposal Undertaking (NDU) | 332,77,031 | 51.00% | 51.00% |
| Note: The 332,77,031 shares under NDU include the 3,28,43,780 shares that are pledged. Sical Logistics' total equity share capital is INR 65,24,90,800, comprising 6,52,49,080 equity shares of INR 10 each. | |||
Detailed Analysis of the Encumbrance
The disclosure, made under Regulation 29(1) read with Regulation 29(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”), outlines two key agreements leading to the encumbrance of shares held by Pristine Malwa Logistics Park Private Limited (“HoldCo”) in its subsidiary, Sical Logistics Limited (“Company”). Catalyst Trusteeship Limited is acting as the security trustee (“Security Trustee”) in this arrangement, for the benefit of lenders.
1. HoldCo Undertaking cum Subordination Deed
Dated June 16, 2025, this deed was executed by HoldCo. It pertains to certain undertakings provided by HoldCo concerning the equity shares of Sical Logistics Limited. A significant condition under this deed is that HoldCo is required to hold at least 51% (fifty-one percent) of the issued and fully paid-up equity share capital of Sical Logistics (on a fully diluted basis). Furthermore, HoldCo must retain control over the Company. This undertaking effectively places 332,77,031 equity shares, representing 51% of Sical Logistics' capital, under a non-disposal restriction.
2. Unattested Securities Pledge Agreement
Also dated June 16, 2025, this agreement was executed by HoldCo to create a pledge on a specific portion of its equity shareholding in Sical Logistics. The pledge is in favour of the Security Trustee (Catalyst Trusteeship Limited). As per the terms, HoldCo is obligated to create and maintain a pledge on Sical Logistics' shares in such a manner that it results in a security cover of at least 1.25 times (1.25x) at all times. The actual creation of this pledge, covering 3,28,43,780 equity shares (50.34% of Sical Logistics' capital), was completed through the depository system on June 17, 2025.
Parties Involved
- Sical Logistics Limited (Target Company): A logistics company whose shares are listed on BSE Limited and the National Stock Exchange of India Limited. It is a subsidiary of HoldCo.
- Pristine Malwa Logistics Park Private Limited (HoldCo): The shareholder of Sical Logistics Limited that has created the encumbrance on its shareholding.
- Catalyst Trusteeship Limited (Security Trustee/Acquirer of Encumbrance): Acting as the security trustee for lenders, Catalyst Trusteeship Limited is the entity in whose favour the pledge and undertakings have been created. As per the SEBI filing, the acquirer (Catalyst Trusteeship) does not belong to the Promoter/Promoter group of Sical Logistics.
Timeline of Key Events
- June 16, 2025: Execution of the HoldCo Undertaking cum Subordination Deed and the Unattested Securities Pledge Agreement by HoldCo.
- June 17, 2025: Creation of pledge on 3,28,43,780 equity shares of Sical Logistics by HoldCo in favour of the Security Trustee through the depository system.
- June 17, 2025: Date of disclosure by Catalyst Trusteeship Limited to the stock exchanges.
Impact on Sical Logistics' Shareholding Structure
Sical Logistics Limited has a total issued equity share capital of INR 65,24,90,800, divided into 6,52,49,080 equity shares with a face value of INR 10 each. The encumbrance created by HoldCo affects a substantial portion of this capital:
- The pledge of 3,28,43,780 shares represents 50.34% of Sical Logistics' total equity.
- The broader non-disposal undertaking covers 332,77,031 shares, amounting to 51% of the total equity.
Before this transaction, Catalyst Trusteeship Limited, as the acquirer of the encumbrance, held no shares or encumbrances in Sical Logistics. Post this transaction, Catalyst Trusteeship Limited holds an encumbrance (by way of pledge and non-disposal undertaking) over the specified shares but does not hold direct voting rights or beneficial ownership of these shares in the typical sense. Such rights usually remain with the pledgor (HoldCo) unless the pledge is invoked by the Security Trustee upon a default or other trigger event defined in the underlying agreements with the lenders.
Regulatory Context and Compliance
The disclosure has been made in compliance with Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This regulation mandates disclosure upon acquiring shares or voting rights beyond certain thresholds. Importantly, Regulation 29(4) extends this disclosure requirement to any change in encumbered shares if such shares, along with existing holdings, exceed specified thresholds.
The communication from Catalyst Trusteeship Limited explicitly states, "Given the nature of the conditions under the terms of the HoldCo Undertaking cum Subordination Deed and Unattested Securities Pledge Agreement, one or more conditions are likely to fall within the definition of the term 'encumbrance' provided under Chapter V of the Takeover Regulations." This underscores the significance of the transaction under Indian securities law, as encumbrances can have implications for control and ownership, especially if invoked.
The mode of acquisition is categorized as "Creation of Encumbrance over shares of Sical Logistics Limited." This action by HoldCo, while not a direct sale of shares, restricts its ability to freely deal with a majority of its stake in Sical Logistics and provides security to lenders through the Security Trustee.
The financial health and operational performance of Sical Logistics could be an underlying factor for these arrangements, common in scenarios where parent companies raise financing by leveraging their holdings in subsidiaries. The requirement for a 1.25x security cover implies that the value of the pledged shares will be monitored relative to the obligations they secure.
