* Ronnie Screwvala consolidates stake at 32.1% with warrants at the same price
* Disney takes 15% of UTV Global Broadcasting for Rs 119 crore ($30 million)
The board of directors of UTV Software Communications, which met on February 16, approved a proposal to issue 9.35 million equity shares to The Walt Disney Company (Southeast Asia) at Rs 860.79 per share.
According to a release issued by UTV to the BSE today, Disney will invest Rs 805 crore to hike its stake from 14.85% (by holding 3.40 million shares).
The deal is subject to the approval of shareholders and all regulatory approvals "including but not limited to the approval of the Foreign Investment Promotion Board for the subscription of equity shares by Disney in the company,"the release added.
The board also approved issue of 4.35 million warrants, convertible into 4.35 million shares to a promoter company, Unilazer Exports and Management Consultants, at Rs 860.79 per warrant. "The total investment by Unilazer in the company would be around Rs 390 crore," the release added.
Unilazer Exports along with its promoters presently holds 30.67% of the equity share capital of the company through 7.02 million shares and 1.94 million warrants.
Rohinton (Ronnie) Screwvala will be chairman and managing director of the company for two successive terms of five years each, the release added.
Disney, Unilazer and certain other promoters of the company would be required to make an open offer to the public shareholders of the company.
"The board also approved the execution and delivery of the execution and delivery of a share subscription agreement between Disney, company, Unilazer, Rohinton Screwvala and UTV Global Broadcasting (UGBL) and the execution and delivery of a shareholders agreement between UGBL, Disney, the company and Rohinton Screwvala (UGBL Agreement).
"Pursuant to the UGBL agreements, and subject to all regulatory approvals being obtained, including but not limited to approval under the Companies Act, 1956, the board was informed that the company will be converting its debt funding in UTV Global Broadcasting together with further investment for a 75% stake for an aggregate consideration of Rs 240 crore.
"Simultaneously, with the acquisition of shares as aforesaid by Disney in the company, Disney will also be investing in UGBL for a 15% equity shareholding and 720,000 warrants (UGBL Warrants) for an aggregate consideration of Rs 118.98 crore. In certain circumstances, the UGBL warrants may convert into additional equity shares such that Disney has an aggregate holding of 37.5% of the share capital of UGBL.
"Rohinton Screwvala will be holding 10% of the shares of UGBL. Subject to the terms of the UGBL Agreement, Disney will have the right to nominate one director to the five-member board of directors of UGBL. The company and Mr. Rohinton Screwvala will appoint the other directors to the board of directors of UGBL," the release added.