Lunolux Limited has filed a disclosure regarding the encumbrance of its shares in Eureka Forbes Limited, its target company. The disclosure details the creation of a pledge and a non-disposal undertaking, primarily to secure a facility availed by Lunolux. These encumbrances involve a significant portion of Lunolux’s shareholding, affecting 62.55% of Eureka Forbes’ total share capital.
Disclosure on Share Encumbrance
Lunolux Limited has submitted a formal disclosure concerning the encumbrance of shares held in Eureka Forbes Limited, the target company. This filing addresses the creation of security interests and other restrictive arrangements on its stake in Eureka Forbes, aligning with the requirements of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Details of Encumbrance
The disclosure outlines two primary forms of encumbrance:
- A pledge created on May 7, 2024, in favour of CSCGlobal Capital Markets (Singapore) Pte. Ltd. (as security agent for lenders), covering 121,041,730 equity shares of Eureka Forbes. This represents 62.55% of the total paid-up share capital and was executed via a deed of pledge and charge of shares dated May 1, 2024. This encumbrance is related to a facility agreement entered into on May 1, 2024.
- A non-disposal undertaking, also effective from May 7, 2024, placed on the shares held by Lunolux in Eureka Forbes.
Additionally, the document references an existing pledge created on May 7, 2024, for 64,950,000 equity shares (33.57% of issued and paid-up capital) in favour of Catalyst Trusteeship Limited, acting as the onshore security agent. It also mentions an additional pledge over 11,418,729 shares (5.90% of issued and paid-up capital) created on July 28, 2026, also in favour of Catalyst. These latter two pledges were made through the depository system and thus, separate disclosures were not filed for their creation.
Financial Context of Encumbrance
The value of the shares on the date of the event/agreement (May 7, 2024) was estimated at INR 54,444,570,154. The amount involved against which these shares have been encumbered is USD 92,000,000 (approximately INR 7,682,000,000), utilized towards refinancing/repayment of an existing term loan facility.
Source: BSE
