ESOP Trust

Cyril Amarchand Mangaldas (CAM) advises Blue Coral Investment Holdings Pte. Limited Y CIA S.R.C (a spanish affiliate of ADV Partners) (“ADV”) and Arjas Steel Employee Benefit Trust (“ESOP Trust”) in the sale of the entirety of their shareholding, i.e., amounting to 99.12% of the issued and paid-up share capital, in Arjas Steel Private Limited (“Arjas”) to Sandur Manganese & Iron Ores Limited (“Sandur”), a listed entity in India, and BAG Holdings Private Limited (an affiliate of Sandur) (“BAG”). The consideration for the transaction is based on an adjusting equity value construct, and will be determined as per the terms of the share purchase agreement. The transaction also involved the refinancing of the external commercial borrowings (“ECBs”), availed by Arjas, by Sandur and BAG, such that on the closing date, the principal amount and accrued interest on the ECBs, towards Blue Coral Investment Holdings Pte. Ltd (a Singapore affiliate of ADV) would stand fully discharged. Since the transaction triggered approval thresholds, the closing of the transaction would be subject to an approval from the Competition Commission of India (“CCI”).

CAM played a key role in structuring the transaction to minimize business warranties in relation to the sale shares and advised on modification of the ESOP scheme, for facilitation of the transaction and ensuring transition of the management, post-closing.

The General Corporate team of Cyril Amarchand Mangaldas advised on the matter. The transaction team was led by Smruti Shah, Partner; Soumya Srivastava, Partner; with support from Shashank Ugrankar, Principal Associate; Arunimaa Jaiswal, Associate; and Samaksh Khanna, Associate, Shivika Gupta, Associate, Kushal Tekriwal, Associate.

Kaustav Kundu, Partner, advised on the CCI related aspects of the transaction. Kunal Savani, Partner, and Bipluv Jhingan, Principal Associate, advised on the tax related items associated with the revised ESOP scheme.

Other parties and advisors to the transaction included Ernst and Young, acted as advisor for ADV Partners.

The transaction was signed on 25th April, 2024.

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