Summary of the Proposed Combination [In terms of Regulations 13(1A) of the Competition Commission of India (Procedure in regard to the Transaction of Business Relating to Combinations) Regulations, 2011 (as amended)] A. Name of the parties to the combination 1. The names of the parties to the proposed transaction are:…
Summary of the Proposed Combination [In terms of Regulations 13(1A) of the Competition Commission of India (Procedure in regard to the Transaction of Business Relating to Combinations) Regulations, 2011 (as amended)] A. Name of the parties to the combination 1. The names of the parties to the proposed transaction are: (a) Luxembourg Specialist Investment Fund FCP-RAIF – M&G Catalyst Capital Fund (Catalyst Fund) (b) M&G Funds (1) Asia Pacific (Ex Japan) Equity Fund (Asia Pacific Fund) (c) The Prudential Assurance Company Limited (PAC) (d) Trustroot Internet Private Limited (Target) Catalyst Fund, Asia Pacific Fund and PAC are collectively referred to as the ‘Acquirers’. B. Nature and purpose of the combination 2. The Acquirers collectively propose to: (a) subscribe to certain preference shares of the Target; and (b) convert the existing convertible bonds and warrants held by them into the share capital of the Target as per the terms and conditions set out in the Series E and Series F Share Subscription and Shareholders’ Agreement executed in December 2023 (hereinafter referred to as the ‘Proposed Transaction’). 3. Upon conversion, the Acquirers would hold approximately 11% of the share capital of the Target on a fully diluted basis. 4. The Proposed Transaction is in the nature of an acquisition of shares and falls under Section 5(a)(i)(A) of the Competition Act, 2002. C. Products, services and business(es) of the parties to the combination Acquirers 5. The Acquirers, directly or indirectly, are solely within the ultimate beneficial ownership of, and/or control of, M&G plc. M&G plc together with its group companies and funds (including the Acquirers) are hereinafter referred to as the ‘M&G Group’. 6. The Acquirers are funds that invest in both public and private enterprises around the world across a wide variety of different sectors. M&G plc, the ultimate holding company, has a savings and investments business, that manages investments for both individuals and for large institutional investors, such as pension funds, around the world. The Acquirers do not have any direct physical presence in India. Target 7. The Target, through its affiliates in India, is primarily engaged in providing an online Business to Business e-commerce marketplace platform by the name of ‘Udaan’, for the facilitation of sale and purchase of goods between sellers and purchasers. D. Respective markets in which the parties to the combination operate 8. The Proposed Transaction will not cause appreciable adverse effect on competition as there are no horizontal overlaps, vertical and/or complementary links between the activities of the M&G Group (including its affiliates) and the Target (including its affiliates), in India. E. Green Channel Notification 9. The Proposed Transaction is being notified under the green channel route in terms of Regulation 5A and Schedule III of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended). ***
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